Piggy Back Registration. (a) If the Company shall, at any time prior to the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above.
(b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions:
(i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan.
(ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter.
(iii) The Holder must...
Piggy Back Registration. (a) Subject to the provisions of this Agreement, if the Company proposes to file a registration statement under the Securities Act with respect to an offering of any equity securities (as such term is defined in Section 3(a) of the Exchange Act) by the Company, whether or not for its own account, and the registration form to be used may be used for the registration of the Registrable Securities, then the Company shall give prompt written notice of such proposed filing to Holders of the Registrable Securities. Upon the written request of any such Holder made within 20 days after the receipt of any such notice, subject to Section 3(b) hereof, the Company shall include in each such registration (a "Piggyback Registration") all Registrable Securities requested to be included in the registration for such offering.
(b) The Company shall use its best efforts to cause the Managing Underwriter of a proposed underwritten offering to permit the Registrable Securities requested by the Holder thereof to be included in the registration statement for such offering under Section 3(a) or pursuant to other piggyback registration rights granted by the Company to such Holder ("Piggyback Securities"), to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include such Holder's Piggyback Securities in such offering if the Managing Underwriter of a proposed underwritten offering advises the Company and the holders of Piggyback Securities in writing that in its opinion the total amount of securities, including Piggyback Securities and the securities of any other Person who has requested the inclusion thereof in the registration statement for such offering pursuant to any contractual "piggyback" rights of such Person, to be included in such offering exceeds the number which can be sold in such offering without causing a Material Adverse Effect. If the Managing Underwriter so advises the Company, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering without causing a Material Adverse Effect, first the securities being sold by the Company, and next any other securities pro rata among the holders of Piggyback Securities and any other Person which possesses comparable contractual "piggyback" registration rights on the basis of the number of shares of Fully-Diluted Common Stock requested to be included...
Piggy Back Registration. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders (other than (x) a Registration Statement on Form S-8 (or any substitute form that may be adopted by the Commission), (y) a Registration Statement on Form S-4 (or any substitute form that may be adopted by the Commission); provided that such Registration Statement on Form S-4 does not include any securities other than the securities to be issued by the Company in connection with a transaction that is referenced in clauses (1) through (3) of the General Instructions A.1. of Form S-4 (as such General Instructions are currently in effect), or (z) a Registration Statement pursuant to a Demand Registration pursuant to Section 2.1), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method(s) of distribution thereof and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). The Company shall use all reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw, provided that in the event of such withdrawal (other than pursuant to Section 2.3(c) hereof), such Holder shall be responsible for the fees and expenses referred to in Section 3.3(viii) hereof incurred by such Holder prior to such withdrawal relating to such Registration Statement. The Company may withdraw a Piggy-Back Registration at...
Piggy Back Registration. Subject to Section 2.3 hereof, if at any time after the date that is three hundred sixty five (365) days after the IPO Closing Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an underwritten offering of Common Shares by the Company for its own account (other than (i) any Shelf Registration Statement filed in connection with a Registration Notice pursuant to Section 2.1(a) or (ii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing stockholders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2(a) shall not count as an exercise of the Registration Rights under Section 2.1(a). All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement.
Piggy Back Registration. If at any time commencing on the date of issuance of the Registrable Securities (the “Issue Date”) and ending on the date that a registration statement covering the Registrable Securities has been declared effective by the SEC Commission, Company shall determine to prepare and file with the SEC a Registration Statement relating to an offering for its own account or the account of others under the Act of any securities of Company, other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with employee benefit plans, Company shall send to the Holders written notice of such determination and if, within ten (10) days after receipt of such notice, any Holder shall so request in writing, Company shall include in such Registration Statement all or any part of the Registrable Securities that such Holder requests to be registered, except that if, in connection with any underwritten public offering for the account of Company, the managing underwriter(s) thereof shall impose a limitation on the number of Registrable Securities which may be included in the Registration Statement because, in such underwriter(s)’ judgment, such limitation is necessary to effect an orderly public distribution, then Company shall be obligated to include in such Registration Statement only such limited portion of the Registrable Securities with respect to which such Holder has requested inclusion. Any exclusion of Registrable Securities shall be made pro rata among all Holders who have requested that Registrable Securities be included, in proportion to the number of Registrable Securities specified in their respective requests; provided, however, that Company shall not exclude any Registrable Securities unless Company has first excluded all outstanding securities the holders of which are not entitled by right to inclusion of securities in such Registration Statement; and provided further, however, that, after giving effect to the immediately preceding proviso, any exclusion of Registrable Securities shall be made pro rata with holders of other securities having the right to include such securities in the Registration Statement, based on the number of securities for which registration is requested except to the extent such pro rata exclusion of such other securities is prohibited under any written agreement entered into by Company with...
Piggy Back Registration. If the Company at any time proposes to register any of its securities under the Act or pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), collectively referred to as the “Securities Acts,” whether or not for sale for its own account, it will each such time give prompt written notice to the Optionee of its intention to do so (the “Registration Notice”). Upon the written request of the Optionee, made within fifteen (15) business days after the receipt of the Registration Notice, the Company shall use its best efforts to effect the registration under the Securities Acts of such amount of the Option Shares as the Optionee requests, by inclusion of such Option Shares in the registration statement that relates to the securities which the Company proposes to register, provided that if, at any time after giving the Registration Notice and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Optionee (the “Refusal Notice”) and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register the Option Shares in connection with such terminated registration (but not from its obligation to pay the Registration Expenses (as defined herein) in connection therewith), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering the Option Shares, for the same period as the delay in registering such other securities.
Piggy Back Registration. If, at any time prior to the Maturity Date, the Borrower proposes to file a registration statement under the 1933 Act with respect to an underwritten offering by the Borrower for its own account or for the account of others of any class of security (other than (a) a registration statement on Forms S-4 or S-8, (b) a registration statement filed in connection with an exchange offer or (c) a registration statement filed as a result of Section 2 hereof), then the Borrower shall in each case give written notice of such proposed filing to the Creditor at least 30 days prior to the anticipated filing date, and such notice shall offer the Creditor the opportunity to register such shares of Registrable Securities as each such holder may request. The Borrower shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Borrower included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers an opinion to the Creditor that the total amount of securities which it or the Borrower or any other persons or entities intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts of the Creditor shall be reduced pro rata with respect to each holder to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) as well as the Borrower, such reduction shall not represent a greater fraction of the number of securities intended to be offered by the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect to the amount of securities they intended to offer.
Piggy Back Registration. Subject to Section 2.1 hereof, if the Company proposes to file a registration statement under the Securities Act with respect to an underwritten equity offering by the Company for its own account or for the account of any of its respective securityholders of any class of security (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in Section 8.6 of the Partnership Agreement, (ii) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company's existing securityholders), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a "Piggy-Back Registration"). The Company shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein.
Piggy Back Registration. Whenever the Company proposes to file with the Securities and Exchange Commission (the "Commission"), a registration statement under the Securities Act for the registration of its securities (other than a registration statement (x) relating solely to employee benefit plans or (y) on any registration form including, without limitation, Form S-4, which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Option Shares), it shall, at least sixty (60) days prior to such filing, give notice of such proposed filing to the Optionee at the address set forth herein and shall offer to include in such registration statement the Option Shares which are then subject to exercisable Options on the proposed date of filing of such registration statement. Upon receipt by the Company, not less than thirty (30) days prior to the proposed filing date, of a request for inclusion of any such shares, the Company shall include such shares in such registration statement on the terms and conditions set forth herein, subject to any underwriter's cutback or lock-up. If the underwriter of the Company's proposed offering with respect to which the Optionee has made a request pursuant to this Section 14(a) advises the Company, in the underwriter's reasonable judgment, that such inclusion is likely to adversely affect the market for the securities being registered for sale by the Company, the Company may refuse to include any of the Optionee's Shares in the registration statement filed with respect to such offering. If, at any time after giving such written notice of the Company's intention to register any of the Option Shares and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to file the registration statement wherein the Option Shares would be registered or to delay the registration, at its sole election, the Company may give written notice of such determination to the Optionee and thereupon shall be relieved of its obligation to register any Option Shares issued or issuable in connection with such registration; and in the case of a determination to delay a registration, the Company shall thereupon be permitted to delay registering any Option Shares for the same period as the delay in respect of securities being registered for the Corporation's own account or the acc...
Piggy Back Registration. Subject to the limitations contained in this Agreement (including Section 6) and the last sentence of this paragraph, if, after the Effectiveness Target Date, Partners proposes to file a registration statement under the Act with respect to an offering by it for its own account of any Common Units (other than a registration statement on Form S-4 or S-8 or a generic or universal shelf registration statement on Form S-3 or any successor forms thereto or filed in connection with an exchange offer or an offering of securities solely to Partners’ existing unitholders), or if, to the extent inclusion of Registrable Securities is permitted by Law, Partners plans to offer any Common Units for its own account pursuant to a “shelf take-down,” then Partners shall in each case give written notice of such proposed filing to the Holders at least 10 days before the anticipated filing date, and such notice shall offer such Holders the opportunity to register or offer such number of Registrable Securities as each such Holder may request. Upon the written request of any Holder of Registrable Securities made within 5 days of receipt of such notice, Partners shall use its Best Efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders requested to be included in the Registration of such offering to include such securities in such offering on the same terms and conditions as any similar securities of Partners included therein. Notwithstanding the foregoing, if in the managing underwriter’s or underwriters’ opinion, the total amount of Common Units which the Holders, Partners and any other Persons intend to include in such offering is sufficiently large to materially and adversely affect the success or offering price of such offering, then the amount of Common Units to be offered for the accounts of Holders shall be reduced pro rata to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided, however, that if securities are being offered for the account of other Persons as well as Partners, such reduction shall not represent a greater fraction of the number of securities intended to be offered by Holders than the fraction of similar reductions imposed on such other Persons (other than Partners) over the amount of securities they intended to offer.
