Common use of Piggy-Back Registration of Registrable Warrant Shares Clause in Contracts

Piggy-Back Registration of Registrable Warrant Shares. If at any time after the Closing Date 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 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 Company's existing security holders or (iii) any Notes Registration Statement), then the Company shall give written notice of such proposed filing to the Holders of Registrable Warrant Shares 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 Warrant Shares as each Holder may request in writing within 20 days after receipt of such written notice from the Company (which request shall specify the Registrable Warrant Shares intended to be disposed of by such Selling Holder and the intended method of distribution thereof) (a "Piggy-Back Registration"). The 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 Warrant Shares covered thereby. The Company shall use its best efforts to cause the managing underwriter or underwriters, if any, of such proposed offering to permit the Registrable Warrant Shares 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 Warrant Shares 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 Warrant Shares in any Registration Statement pursuant to this Section 11 by giving written notice to the Company of its request to withdraw at any time prior to the filing of such Registration Statement with the SEC. The Company will pay all Warrant Shares Registration Expenses in connection with each registration of Registrable Warrant Shares requested pursuant to this Section 11, and each Holder of Registrable Warrant Shares shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Warrant Shares pursuant to a Piggy-Back Registration effected pursuant to this Section 11. No registration effected under this Section 11, and no failure to effect a registration under this Section 11, shall relieve the Company of its obligations to effect a registration upon the request of Holders of Registrable Notes pursuant to Sections 2 and 3 hereof, and no failure to effect a registration under this Section 11 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Company of any other obligation under this Agreement.

Piggy-Back Registration of Registrable Warrant Shares. If at any time after the Closing Date 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 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 Company's existing security holders or (iii) any Notes Registration Statement), then the Company shall give written notice of such proposed filing to the Holders of Registrable Warrant Shares 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 Warrant Shares as each Holder may request in writing within 20 days after receipt of such written notice from the Company (which request shall specify the Registrable Warrant Shares intended to be disposed of by such Selling Holder and the intended method of distribution thereof) (a "Piggy-Back Registration"). The 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 a) an aggregate of 180 days after the effective date thereof or b)the b) the consummation of the distribution by the Holders of all of the Registrable Warrant Shares covered thereby. The Company shall use its best efforts to cause the managing underwriter or underwriters, if any, of such proposed offering to permit the Registrable Warrant Shares requested to be included in a Piggy-Back PiggyBack 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 Warrant Shares 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 Warrant Shares in any Registration Statement pursuant to this Section 11 by giving written notice to the Company of its request to withdraw at any time prior to the filing of such Registration Statement with the SEC. The Company will pay all Warrant Shares Registration Expenses in connection with each registration of Registrable Warrant Shares requested pursuant to this Section 11, and each Holder of Registrable Warrant Shares shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Warrant Shares pursuant to a Piggy-Back Registration effected pursuant to this Section 11. No registration effected under this Section 11, and no failure to effect a registration under this Section 11, shall relieve the Company of its obligations to effect a registration upon the request of Holders of Registrable Notes pursuant to Sections 2 and 3 hereof, and no failure to effect a registration under this Section 11 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Company of any other obligation under this Agreement.

Piggy-Back Registration of Registrable Warrant Shares. (i) If at any time after the Closing Date and prior to the Company Filing Date the Issuer proposes to file a registration statement under the Securities Act with respect to an offering by the Company Issuer for its own account or for the account of any holders of its Common Stock (other than (ix) a registration statement on Form S-4 or Form S-8 (or any substitute form that may be adopted by the SEC), ) or (iiy) a registration statement filed in connection with an exchange offer or offering of securities solely to the CompanyIssuer's existing security holders or (iii) any Notes Registration Statementholders), then the Company Issuer shall give written notice of such proposed filing to the Holders of Registrable Warrant Shares as soon as practicable (but in no event fewer than 20 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Warrant Shares as each Holder of Registrable Shares may request in writing within 20 days after receipt of such written notice from the Company Issuer (which request shall specify the Registrable Warrant Shares intended to be disposed of by such Selling Holder and the intended method of distribution thereof) (a "“Piggy-Back Registration"”). The Company Issuer shall use its reasonable best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act until at least the earlier of a)an aggregate (x) the end of 180 days after the effective date thereof Effectiveness Period or b)the (y) the consummation of the distribution by the Selling Holders of all of the Registrable Warrant Shares covered thereby. The Company Issuer shall use its best reasonable efforts to cause the managing underwriter or underwriters, if any, of such proposed offering to permit the Registrable Warrant Shares 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 Issuer or any other security holder included therein and to permit the sale or other disposition of such Registrable Warrant Shares 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 Warrant Shares in any Registration Statement pursuant to this Section 11 by giving written notice to the Company of its request to withdraw at any time prior to the filing of such Registration Statement with the SEC. The Company will pay all Warrant Shares Registration Expenses in connection with each registration of Registrable Warrant Shares requested pursuant to this Section 11, and each Holder of Registrable Warrant Shares shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Warrant Shares pursuant to a Piggy-Back Registration effected pursuant to this Section 11. No registration effected under this Section 11, and no failure to effect a registration under this Section 11, shall relieve the Company of its obligations to effect a registration upon the request of Holders of Registrable Notes pursuant to Sections 2 and 3 hereof, and no failure to effect a registration under this Section 11 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Company of any other obligation under this Agreement.

Piggy-Back Registration of Registrable Warrant Shares. If at any time after the Closing Date and prior to the Company Warrant Shares Registration Filing Date the Issuer proposes to file a registration statement under the Securities Act with respect to an offering by the Company 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 CompanyIssuer's existing security holders or (iii) any Notes Registration Statement), then the Company Issuer shall give written notice of such proposed filing to the Holders of Registrable Warrant Shares as soon as practicable (but in no event fewer than 20 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Warrant Shares as each Warrant Holder or holder of Registrable Warrant Shares may request in writing within 20 days after receipt of such written notice from the Company Issuer (which request shall specify the Registrable Warrant Shares intended to be disposed of by such Selling Holder and the intended method of distribution thereof) (a "Piggy-Back Registration"). The Company 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 a) the effective date thereof Expiration Date or b)the b) the consummation of the distribution by the Selling Holders of all of the Registrable Warrant Shares covered thereby. The Company Issuer shall use its best reasonable efforts to cause the managing underwriter or underwriters, if any, of such proposed offering to permit the Registrable Warrant Shares 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 Issuer or any other security holder included therein and to permit the sale or other disposition of such Registrable Warrant Shares 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 Warrant Shares in any Registration Statement pursuant to this Section 11 by giving written notice to the Company Issuer of its request to withdraw at any time prior to the filing of such Registration Statement with the SEC. The Company Issuer will pay all Warrant Shares Registration Expenses in connection with each registration of Registrable Warrant Shares requested pursuant to this Section 11, and each Warrant Holder or holder of Registrable Warrant Shares shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of the Registrable Warrant Shares of such Holder's Warrant Holder or holder of Registrable Warrant Shares pursuant to a Piggy-Back Registration effected pursuant to this Section 11. No registration effected under this Section 11, and no failure to effect a registration under this Section 11, shall relieve the Company Issuer of its obligations to effect a registration upon the request of Holders of Registrable Notes pursuant to Sections 2 and 3 hereof, and no failure to effect a registration under this Section 11 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Company Issuer of any other obligation under this Agreement.

Piggy-Back Registration of Registrable Warrant Shares. If at any time after the Closing Date 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 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 Company's existing security holders or (iii) any Notes Registration Statement), then the Company shall give written notice of such proposed filing to the Holders of Registrable Warrant Shares 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 Warrant Shares as each Holder may request in writing within 20 days after receipt of such written notice from the Company (which request shall specify the Registrable Warrant Shares intended to be disposed of by such Selling Holder and the intended method of distribution thereof) (a "Piggy-Back Registration"). The 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 a) an aggregate of 180 days after the effective date thereof or b)the b) the consummation of the distribution by the Holders of all of the Registrable Warrant Shares covered thereby. The Company shall use its best efforts to cause the managing underwriter or underwriters, if any, of such proposed offering to permit the Registrable Warrant Shares 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 Warrant Shares 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 Warrant Shares in any Registration Statement pursuant to this Section 11 by giving written notice to the Company of its request to withdraw at any time prior to the filing of such Registration Statement with the SEC. The Company will pay all Warrant Shares Registration Expenses in connection with each registration of Registrable Warrant Shares requested pursuant to this Section 11, and each Holder of Registrable Warrant Shares shall pay all underwriting discounts and commissions and transfer taxes, if any, relating to the sale or disposition of such Holder's Registrable Warrant Shares pursuant to a Piggy-Back Registration effected pursuant to this Section 11. No registration effected under this Section 11, and no failure to effect a registration under this Section 11, shall relieve the Company of its obligations to effect a registration upon the request of Holders of Registrable Notes pursuant to Sections 2 and 3 hereof, and no failure to effect a registration under this Section 11 and to complete the sale of securities registered thereunder in connection therewith shall relieve the Company of any other obligation under this Agreement.