Common use of Piggy-Back Registration of Registrable Securities Clause in Contracts

Piggy-Back Registration of Registrable Securities. If at any time after the Issue Date the Issuer proposes to file a registration statement under the Securities Act with respect to an offering by the Issuer for its own account or for the account of any holders of its Common Stock (other than (i) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC), (ii) a registration statement filed in connection with an exchange offer or offering of securities solely to the Issuer's existing securityholders or (iii) any Notes Registration Statement), then the Issuer shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event fewer than 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each Holder may request in writing within 20 days after receipt of such written notice from the Issuer (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder and the intended method of distribution thereof) (a "Piggy-Back Registration"). The Issuer shall use its best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (A) an aggregate of 180 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby. The Issuer shall use its best efforts to cause the managing underwriter or underwriters, if any, of such proposed 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 Issuer 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 Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 10 by giving written notice to the Issuer of its request to withdraw at any time prior to the filing of such Registration Statement with the SEC. The Issuer will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 10, and each Holder of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a Piggy-Back Registration effected pursuant to this Section 10. No registration effected under this Section 10, and no failure to effect a registration under this Section 10, shall relieve the Issuer of its obligation to effect a registration upon the request of Holders of Registrable Notes pursuant to Section 2 or 3 hereof, and no failure to effect a registration under this Section 10 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Issuer of any other obligation under this Agreement.

Piggy-Back Registration of Registrable Securities. If at any time after the Issue Closing Date the Issuer Company proposes to file a registration statement under the Securities Act with respect to an offering by the Issuer for its own account or for the account of any holders of its Common Stock (other than (i) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC), (ii) a registration statement filed in connection with an exchange offer or offering of securities solely to the Issuer's existing securityholders or (iii) any Notes Registration Statement)Public Equity Offering, then the Issuer Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event fewer than 20 days Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each Holder may request in writing within 20 days 10 Business Days after receipt of such written notice from the Issuer Company (which request shall specify the Registrable Securities intended to be disposed of by such Selling selling Holder of Registrable Securities and the intended method of distribution thereof) (a "“Piggy-Back Registration"”); provided that any holder of Warrants so requesting shall agree, upon or prior to effectiveness of any such Registration Statement other than a registration statement filed with the SEC pursuant to Rule 415 under the Securities Act (but in no event earlier than the Separation Date), to exercise their Warrants at least to the extent necessary for such holder to acquire the number of Registrable Securities for which such holder has requested registration. The Issuer Company shall use its best commercially reasonable efforts to keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (Aa) an aggregate of 180 days after following the effective date thereof or (Bb) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby. The Issuer Company shall use its best efforts to cause the managing underwriter or underwriters, if any, of such proposed 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 Issuer 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 Selling selling Holder of Registrable Securities shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 10 5.3 by giving written notice to the Issuer Company of its request to withdraw at any a reasonable time prior to the filing of such Registration Statement with the SEC. The Issuer Company will pay all Registration Expenses registration expenses described in Section 5.5 hereof, in connection with each registration of Registrable Securities requested pursuant to this Section 10, and each Holder of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a Piggy-Back Registration effected pursuant to this Section 105.3. No registration effected under this Section 105.3, no withdrawal under this Section 5.3, and no failure to effect a registration under this Section 10, 5.3 shall relieve the Issuer of its obligation to effect a registration upon the request of Holders of Registrable Notes pursuant to Section 2 or 3 hereof, and no failure to effect a registration under this Section 10 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Issuer Company of any other obligation under this Agreement.

Piggy-Back Registration of Registrable Securities. (a) If at any time after the Issue Closing Date the Issuer Company or the Parent proposes to file a registration statement under the Securities Act with respect to an offering by the Issuer for its own account or for the account of any holders of its Common Stock (other than (i) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC), (ii) a registration statement filed in connection with an exchange offer or offering of securities solely to the Issuer's existing securityholders or (iii) any Notes Registration Statement)Public Equity Offering, then the Issuer Company or the Registrants (as the case may be) shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event fewer than 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each Holder may request in writing within 20 days after receipt of such written notice from the Issuer Company or the Registrants (as the case may be) (which request shall specify the Registrable Securities intended to be disposed of by such Selling selling Holder of Registrable Securities and the intended method of distribution thereof) (a "“Piggy-Back Registration"”). ; provided that any holder of Warrants so requesting shall agree, upon or prior to effectiveness of any such Registration Statement other than a registration statement filed with the SEC pursuant to Rule 415 under the Securities Act, to exercise their Warrants at least to the extent necessary for such holder to acquire the number of Registrable Securities for which such holder has requested registration; provided, further, that no Holder of Registrable Securities shall have “piggy-back” registration rights with respect to their Registrable Securities for any registration statement filed by the Company to register exchange notes pursuant to the Registration Rights Agreement, dated as of April 22, 2004, by and between the Company and Xxxxxxxxx & Company, Inc. The Issuer Company or the Registrants (as the case may be) shall use its their reasonable best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (Aa) an aggregate the second anniversary of 180 days after the effective date thereof or (Bb) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby. The Issuer Company or the Registrants (as the case may be) shall use its their reasonable best efforts to cause the managing underwriter or underwriters, if any, of such proposed 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 Issuer Company or the Registrants (as the case may be) 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 Selling selling Holder of Registrable Securities shall have the right to withdraw its request for inclusion of its Registrable Securities in any Shelf Registration Statement pursuant to this Section 10 6 by giving written notice to the Issuer Company or the Registrants (as the case may be) of its request to withdraw at any time prior to the filing of such Shelf Registration Statement with the SEC. The Issuer Company or the Registrants (as the case may be) will pay all Registration Expenses registration expenses described in Section 7 hereof in connection with each registration of Registrable Securities requested pursuant to this Section 106, and each Holder of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's ’s Registrable Securities Warrant Shares pursuant to a Piggy-Back Registration effected pursuant to this Section 106. No registration effected under this Section 106, and no failure to effect a registration under this Section 106, shall relieve the Issuer Company or the Registrants (as the case may be) of its obligation or their obligations to effect a registration upon the request of Holders of any Registrable Notes Securities not included in such Piggy-Back Registration pursuant to Section 2 or 3 4 hereof, and no failure to effect a registration under this Section 10 6 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Issuer Company or the Parent of any other obligation under this Agreement.

Piggy-Back Registration of Registrable Securities. If at any time after the Issue Initial Conversion Date the Issuer Company proposes to file a registration statement under the Securities Act with respect to an offering by the Issuer Company for its own account or for the account of any holders of its Common Stock (other than (i) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC), (ii) a registration statement filed in connection with an exchange offer or offering of securities solely to the IssuerCompany's existing securityholders or (iii) any Notes Registration StatementStatement pursuant to Section 2 hereof), then the Issuer Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event fewer than 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each Holder may request in writing within 20 days after receipt of such written notice from the Issuer Company (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder and the intended method of distribution thereof) (a "Piggy-Back Registration"). The Issuer Company shall use its best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (A) an aggregate of 180 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby. The Issuer Company shall use its best efforts to cause the managing underwriter or underwriters, if any, of such proposed 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 Issuer 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 Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 10 8 by giving written notice to the Issuer Company of its request to withdraw at any time prior to the filing of such Registration Statement with the SEC. The Issuer Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 108, and each Holder of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a Piggy-Back Registration effected pursuant to this Section 108. No registration effected under this Section 108, and no failure to effect a registration under this Section 108, shall relieve the Issuer Company of its obligation to effect a registration upon the request of Holders of Registrable Notes pursuant to Section 2 or 3 hereof, and no failure to effect a registration under this Section 10 8 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Issuer Company of any other obligation under this Agreement.

Piggy-Back Registration of Registrable Securities. If at any time after the Issue Date the Issuer Company proposes to file a registration statement under the Securities Act with respect to an offering by the Issuer Company for its own account or for the account of any holders of its Common Stock (other than (i) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC), (ii) a registration statement filed in connection with an exchange offer or offering of securities solely to the IssuerCompany's existing securityholders or (iii) any Notes Registration StatementStatement pursuant to Section 2 hereof), then the Issuer Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event fewer than 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each Holder may request in writing within 20 days after receipt of such written notice from the Issuer Company (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder and the intended method of distribution thereof) (a "Piggy-Back Registration"). The Issuer Company shall use its best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (A) an aggregate of 180 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby. The Issuer Company shall use its best efforts to cause the managing underwriter or underwriters, if any, of such proposed 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 Issuer 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 Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 10 8 by giving written notice to the Issuer Company of its request to withdraw at any time prior to the filing of such Registration Statement with the SEC. The Issuer Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 108, and each Holder of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a Piggy-Back Registration effected pursuant to this Section 108. No registration effected under this Section 108, and no failure to effect a registration under this Section 108, shall relieve the Issuer Company of its obligation to effect a registration upon the request of Holders of Registrable Notes pursuant to Section 2 or 3 hereof, and no failure to effect a registration under this Section 10 8 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Issuer Company of any other obligation under this Agreement.

Piggy-Back Registration of Registrable Securities. (a) If at any time after the Issue Closing Date the Issuer Company or the Parent proposes to file a registration statement under the Securities Act with respect to an offering by the Issuer for its own account or for the account of any holders of its Common Stock (other than (i) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC), (ii) a registration statement filed in connection with an exchange offer or offering of securities solely to the Issuer's existing securityholders or (iii) any Notes Registration Statement)Public Equity Offering, then the Issuer Company or the Registrants (as the case may be) shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event fewer than 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each Holder may request in writing within 20 days after receipt of such written notice from the Issuer Company or the Registrants (as the case may be) (which request shall specify the Registrable Securities intended to be disposed of by such Selling selling Holder of Registrable Securities and the intended method of distribution thereof) (a "“Piggy-Back Registration"”); provided that any holder of Warrants so requesting shall agree, upon or prior to effectiveness of any such Registration Statement other than a registration statement filed with the SEC pursuant to Rule 415 under the Securities Act (but in no event earlier than the Separation Date (as defined in the Warrant Agreement)), to exercise their Warrants at least to the extent necessary for such holder to acquire the number of Registrable Securities for which such holder has requested registration; provided, further, that no Holder of Registrable Securities shall have “piggy-back” registration rights with respect to their Registrable Securities for any registration statement filed by the Company to register exchange notes for the Notes pursuant to the Registration Rights Agreement, dated as of April 22, 2004, by and between the Company and the Initial Purchaser. The Issuer Company or the Registrants (as the case may be) shall use its their reasonable best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (Aa) an aggregate the second anniversary of 180 days after the effective date thereof or (Bb) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby. The Issuer Company or the Registrants (as the case may be) shall use its their reasonable best efforts to cause the managing underwriter or underwriters, if any, of such proposed 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 Issuer Company or the Registrants (as the case may be) 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 Selling selling Holder of Registrable Securities shall have the right to withdraw its request for inclusion of its Registrable Securities in any Shelf Registration Statement pursuant to this Section 10 6 by giving written notice to the Issuer Company or the Registrants (as the case may be) of its request to withdraw at any time prior to the filing of such Shelf Registration Statement with the SEC. The Issuer Company or the Registrants (as the case may be) will pay all Registration Expenses registration expenses described in Section 7 hereof in connection with each registration of Registrable Securities requested pursuant to this Section 106, and each Holder of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's ’s Registrable Securities Warrant Shares pursuant to a Piggy-Back Registration effected pursuant to this Section 106. No registration effected under this Section 106, and no failure to effect a registration under this Section 106, shall relieve the Issuer Company or the Registrants (as the case may be) of its obligation or their obligations to effect a registration upon the request of Holders of any Registrable Notes Securities not included in such Piggy-Back Registration pursuant to Section 2 or 3 4 hereof, and no failure to effect a registration under this Section 10 6 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Issuer Company or the Parent of any other obligation under this Agreement.

Piggy-Back Registration of Registrable Securities. (a) If at any time after the Issue Closing Date the Issuer Company proposes to file a registration statement Registration Statement under the Securities Act with respect to an offering by the Issuer for its own account or for the account of any holders of its Common Stock (other than (i) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC), (ii) a registration statement filed in connection with an exchange offer or offering of securities solely to the Issuer's existing securityholders or (iii) any Notes Registration Statement)Public Equity Offering, then the Issuer Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event fewer than 20 days 15 Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each Holder may request in writing within 20 days 10 Business Days after receipt of such written notice from the Issuer Company (which request shall specify the Registrable Securities intended to be disposed of by such Selling selling Holder of Registrable Securities and the intended method of distribution thereof) (a "“Piggy-Back Registration"”). The Issuer ; provided that any Holder of Warrants so requesting shall use its best efforts agree, upon or prior to keep the closing of an offering pursuant to any such Piggy-Back Registration continuously effective Statement other than a registration statement filed with the SEC pursuant to Rule 415 under the Securities Act until (but in no event earlier than the Separation Date (as defined in the Warrant Agreement)), to exercise their Warrants at least to the earlier extent necessary for such Holder to acquire the number of (A) an aggregate Registrable Securities for which such Holder has requested registration; provided, further, that no Holder of 180 days after the effective date thereof or (B) the consummation of the distribution Registrable Securities shall have “piggy-back” registration rights with respect to their Registrable Securities for any registration statement filed by the Holders Company to register exchange notes for the Notes pursuant to the Registration Rights Agreement, dated as of all of November 15, 2011, between the Registrable Securities covered therebyCompany and the Initial Purchaser. The Issuer Company shall use its best commercially reasonable efforts to cause the managing underwriter or underwriters, if any, of such proposed 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 Issuer Company or any other security holder securityholder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Selling selling Holder of Registrable Securities shall have the right to withdraw its request for inclusion of its Registrable Securities in any Shelf Registration Statement pursuant to this Section 10 6 by giving written notice to the Issuer Company of its request to withdraw at any time prior to the filing of such Shelf Registration Statement with the SEC. The Issuer Company will pay all Registration Expenses registration expenses described in Section 7 hereof in connection with each registration of Registrable Securities requested pursuant to this Section 106, and each Holder of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's ’s Registrable Securities pursuant to a Piggy-Back Registration effected pursuant to this Section 106. No registration effected under this Section 106, and no failure to effect a registration under this Section 106, shall relieve the Issuer Company of its obligation obligations to effect a registration upon the request of Holders of Registrable Notes pursuant to Section 2 or 3 hereof4 hereof of any Registrable Securities not included in such Piggy-Back Registration, and no failure to effect a registration required under this Section 10 6 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Issuer Company of any other obligation under this Agreement.

Piggy-Back Registration of Registrable Securities. If at any time after the Issue Exercise Date the Issuer Company proposes to file a registration statement under the Securities Act with respect to an offering by the Issuer Company for its own account or for the account of any holders of its Common Stock (other than (i) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC), (ii) a registration statement filed in connection with an exchange offer or offering of securities solely to the IssuerCompany's existing securityholders or (iii) any Notes Registration Statement), then the Issuer Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event fewer than 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each Holder may request in writing within 20 days after receipt of such written notice from the Issuer Company (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder and the intended method of distribution thereof) (a "Piggy-Back Registration"). The Issuer Company shall use its best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of (A) an aggregate of 180 days after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby. The Issuer Company shall use its best efforts to cause the managing underwriter or underwriters, if any, of such proposed 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 Issuer 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 Selling Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 10 by giving written notice to the Issuer Company of its request to withdraw at any time prior to the filing of such Registration Statement with the SEC. The Issuer Company will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Section 10, and each Holder of Registrable Securities shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Securities pursuant to a Piggy-Back Registration effected pursuant to this Section 10. No registration effected under this Section 10, and no failure to effect a registration under this Section 10, shall relieve the Issuer Company of its obligation to effect a registration upon the request of Holders of Registrable Notes pursuant to Section 2 or 3 hereof, and no failure to effect a registration under this Section 10 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Issuer Company of any other obligation under this Agreement.