Common use of Piggy-Back Registration Right Clause in Contracts

Piggy-Back Registration Right. If the Company proposes to register any of its Common Stock (other than pursuant to a Registration on Form S-4 or S-8 or any successor form), it will give prompt written notice to the Subscriber of its intention to effect such registration (the “Incidental Registration”). Within ten (10) business days of receiving such written notice of an Incidental Registration, the Subscriber may make a written request (the “Piggy-Back Request”) that the Company include in the proposed Incidental Registration all, or a portion, of the Units owned by the Subscriber. The Company will use its commercially reasonable efforts to include in any Incidental Registration all Units which the Company has been requested to register pursuant to any timely Piggy-Back Request. Notwithstanding the foregoing, (i) the Company shall not be obligated pursuant to this Section 5.5 to effect a registration pursuant to a timely Piggy-Back Request if the Company discontinues the related Incidental Registration at any time prior to the effective date of any Registration Statement filed in connection therewith; (ii) if a registration pursuant to this Section 5.5 involves an underwritten offering, and the managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall advise the Company that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, 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, first, the securities the Company proposes to sell for its own account in such registration and second, the Units of the Subscriber requesting to be included in such registration and all other securities requested to be included in such registration on a pro rata basis; (iii) if the Company is engaged in, or has definitive plans to engage in, any activity or negotiations that, in the good faith determination of the Board of Directors of the Company, would be adversely affected by disclosure that would be required in connection with a registration to the material detriment of the Company, then the Company may delay such registration for a period of 80 days from the date of the conclusion of such activity or negotiations; and (iv) the Company shall not be obligated pursuant to this Section 5.5 to effect a registration pursuant to a timely Piggy-Back Request of any Units that are eligible for resale pursuant to Rule 144 promulgated under the Act or that are the subject of a then effective registration statement.

Piggy-Back Registration Right. If at any time prior to the Expiration Date the Company proposes files a registration statement with the Commission pursuant to the Act, or pursuant to any other act passed after the date of this Agreement, which filing provides for the sale of securities by the Company to the public, or files a Regulation A offering statement under the Act, the Company shall offer to the Holder or Holders of this Warrant and the holders of any Warrant Securities the opportunity to register or qualify the Warrant Securities at the Company's sole expense, regardless of whether the Holder or Holders of this Warrant or the holders of Warrant Securities or both may have previously availed themselves of any of its Common Stock (other than the registration rights described in this Section 8; provided, however, that in the case of a Regulation A offering, the opportunity to qualify shall be limited to the amount of the available exemption after taking into account the securities that the Company wishes to qualify. Notwithstanding anything to the contrary, this Section 8.2 shall not be applicable to a registration statement registering securities issued pursuant to an employee benefit plan or as to a Registration on Form transaction subject to Rule 145 promulgated under the Act or which a form S-4 or S-8 or any successor form), registration statement could be used; nor shall it will give prompt be applicable to the first underwritten registered public offering of the Company. The Company shall deliver written notice to the Subscriber Holder or Holders of this Warrant and to any holders of the Warrant Securities of its intention to effect file a registration statement or Regulation A offering statement under the Act at least 60 days prior to the filing of such registration (statement or offering statement, and the “Incidental Registration”)Holder or Holders and holders of Warrant Securities shall have 30 days thereafter to request in writing that the Company register or qualify the Warrant Securities or the Warrant Securities underlying the unexercised portion of this Warrant in accordance with this Section 8.2. Within ten (10) business days Upon the delivery of receiving such written notice of an Incidental Registration, the Subscriber may make a written request (within the “Piggy-Back Request”) that specified time, the Company include in the proposed Incidental Registration all, or a portion, of the Units owned by the Subscriber. The Company will use its commercially reasonable efforts shall be obligated to include in any Incidental Registration its contemplated registration statement or offering statement all Units which the Company has been requested information necessary or advisable to register pursuant to any timely Piggy-Back Request. Notwithstanding or qualify the foregoingWarrant Securities or Warrant Securities underlying the unexercised portion of this Warrant for a public offering, (i) the Company shall not be obligated pursuant to this Section 5.5 to effect a registration pursuant to a timely Piggy-Back Request if the Company discontinues does file the related Incidental Registration contemplated registration statement or offering statement; provided, however, that neither the delivery of the notice by the Company nor the delivery of a request by a Holder or by a holder of Warrant Securities shall in any way obligate the Company to file a registration statement or offering statement. Furthermore, notwithstanding the filing of a registration statement or offering statement, the Company may, at any time prior to the effective date thereof, determine not to offer the securities to which the registration statement or offering statement relates, other than the Warrant, Warrant Securities and Warrant Securities underlying the unexercised portion of this Warrant. Notwithstanding the foregoing, if, as a qualification of any Registration Statement filed offering in connection therewith; any state or jurisdiction in which the Company (iiby vote of its Board of Directors) if or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. If the registration for which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise as part of the written notice given pursuant to this Section. In such event, the right of any Warrantholder or holder of Shares to registration pursuant to this Section 5.5 involves an underwritten offering8.2 shall be conditioned upon such holder's participation in such underwriting, and the inclusion of Shares in the underwriting shall be limited to the extent provided herein. All holders proposing to distribute their Shares through such underwriting shall (together with the Company and the other holders distributing their Shares through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter (orselected for such underwriting by the Company. Notwithstanding any other provision of this Section, in if the case managing underwriter determines that marketing factors require a limitation of an offering that is not underwritten, an investment banker) shall advise the Company that, in its opinion, the number of shares to be underwritten, such underwriter may limit the amount of securities requested and otherwise proposed to be included in the registration and underwriting by the holders of Company securities exercising "piggyback" registration rights (including the Warrantholder and each holder of Warrants and Shares). The Company shall so advise all such registration exceeds holders, and the number which can be sold in of shares of such offering without adversely affecting the marketability of the offering, 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, first, the securities the Company proposes to sell for its own account in such registration and second, the Units of the Subscriber requesting to that may be included in such the registration and underwriting shall be allocated among all other of such holders, in proportion, as nearly as practicable, to the respective amounts of securities requested to be included in such registration on held by such holders at the time of filing the registration statement, provided, however, that no security holder other than one exercising a pro rata basis; demand registration right shall have superior rights with respect to inclusion in a registration than those of the Warrantholder and each holder of Warrants and Shares and if any party is granted such superior rights hereafter the Warrantholder and each holder of Warrants and Shares shall be deemed to be automatically granted similar rights. The Company shall advise all such holders of any such limitations and of the number or securities that may be included in the registration. Any securities excluded or withdrawn from such underwriting shall not be transferred prior to one hundred twenty (iii120) if days after the Company is engaged ineffective date of the registration statement relating thereto, or has definitive plans to engage insuch shorter period of time as the underwriters may require. The Company shall comply with the requirements of this Section 8.2 and the related requirements of Section 8.5 at its own expense. That expense shall include, any activity or negotiations thatbut not be limited to, in the good faith determination of the Board of Directors of legal, accounting, consulting, printing, federal and state filing fees, NASD fees, out-of-pocket expenses incurred by counsel, accountants and consultants retained by the Company, would be adversely affected by disclosure that would be required in connection with a registration and miscellaneous expenses directly related to the material detriment registration statement or offering statement and the offering. However, this expense shall not include the portion of any underwriting commissions, transfer taxes and the underwriter's accountable and nonaccountable expense allowances attributable to the offer and sale of the CompanyWarrant, then Warrant Securities and the Company may delay such registration for a period Warrant Securities underlying the unexercised portion of 80 days from this Warrant, all of which expenses shall be borne by the date Holder or Holders of this Warrant and the holders of the conclusion of such activity Warrant Securities registered or negotiations; and (iv) the Company shall not be obligated pursuant to this Section 5.5 to effect a registration pursuant to a timely Piggy-Back Request of any Units that are eligible for resale pursuant to Rule 144 promulgated under the Act or that are the subject of a then effective registration statementqualified.

Piggy-Back Registration Right. If at any time during the Company three (3) year period following the Closing Date, KDTI proposes to register any of its Common Stock securities under the Securities Act (other than pursuant to a Registration Statement on Form S-4 S-8, X-0 xx similar or S-8 or any successor form), it will KDTI shall give prompt written notice to the Subscriber of its such intention to effect such registration (the “Incidental Registration”). Within Ronaxx, xxd, if, within ten (10) business days of receiving such written notice of an Incidental Registration, the Subscriber may make thereafter KDTI receives a written request by SPEED to register the Registrable Securities (which request shall specify the “Piggy-Back Request”) that Registrable Securities intended to be sold or disposed of and shall state the Company include in the proposed Incidental Registration all, or a portion, intended method of disposition of the Units owned Registrable Securities by the Subscriber. The Company SPEED), KDTI will use its commercially reasonable best efforts to include register such Registrable Securities with the securities being registered by KDTI to permit the sale or other disposition of the Registrable Securities (in any Incidental Registration all Units accordance with the intended methods thereof of which the Company KDTI has been requested to register pursuant to given notice) by SPEED. In the event that the proposed registration under this Section 5.2 is, in whole or in part, an underwritten public offering of Common Stock of KDTI, any timely Piggy-Back Request. Notwithstanding the foregoing, (i) the Company shall not be obligated request pursuant to this Section 5.5 5.2 to effect a registration pursuant register Registrable Securities may specify that such Registrable Securities are to a timely Piggy-Back Request be included in the underwriting on the same terms and conditions as the shares of Common Stock, if the Company discontinues the related Incidental Registration at any, otherwise being sold through underwriters under such registration; provided, however, that as to any time prior to the effective date of any Registration Statement filed in connection therewith; (ii) if a registration pursuant to this Section 5.5 involves an underwritten offering5.2, and (i) if the managing underwriter (or, determines and advises KDTI in writing that the case inclusion of an offering that is not underwritten, an investment banker) shall advise the Company that, in its opinion, the number of securities requested and otherwise all Registrable Securities proposed to be included in the underwritten public offering and other issued and outstanding shares of Common Stock proposed to be included therein by persons other than SPEED or KDTI (the "Other Shares") would interfere with the successful marketing of such securities, then the number of Registrable Securities and Other Shares excluded from such registration exceeds shall be allocated pro rata among the holders of the Other Shares (based on the number which can of shares of Common Stock requested by the holders thereof to be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration to the extent of the number which the Company is so advised can be sold registered in such offering, firstexcept for Other Shares included therein at the request of holders thereof exercising demand registration rights with respect to such other Shares), the securities the Company proposes to sell for its own account and (ii) in such registration and second, the Units each case those shares of the Subscriber requesting to be included in such registration and all other securities requested to be included in such registration on a pro rata basis; (iii) if the Company is engaged in, or has definitive plans to engage in, any activity or negotiations that, in the good faith determination of the Board of Directors of the Company, would be adversely affected by disclosure Common Stock that would be required in connection with a registration to the material detriment of the Company, then the Company may delay such registration for a period of 80 days are excluded from the date of the conclusion of such activity or negotiations; and (iv) the Company shall not be obligated underwritten public offering pursuant to this Section 5.5 5.2 shall be withheld from the market by the holders thereof and SPEED for such period that the managing underwriter reasonably determines is necessary in order to effect a registration pursuant to a timely Piggy-Back Request of any Units that are eligible for resale pursuant to Rule 144 promulgated under the Act or that are the subject of a then effective registration statementunderwritten public offering.

Piggy-Back Registration Right. If at any time prior to the Expiration Date the Company proposes files a registration statement with the Commission pursuant to the Act, or pursuant to any other act passed after the date of this Agreement, which filing provides for the sale of securities by the Company to the public, or files a Regulation A offering statement under the Act, the Company shall offer to the Holder or Holders of this Warrant and the holders of any Warrant Securities the opportunity to register or qualify the Warrant Securities at the Company's sole expense, regardless of whether the Holder or Holders of this Warrant or the holders of Warrant Securities or both may have previously availed themselves of any of its Common Stock the registration rights described in this Section (other than 8); provided, however, that in the case of a Regulation A offering, the opportunity to qualify shall be limited to the amount of the available exemption after taking into account the securities that the Company wishes to qualify. Notwithstanding anything to the contrary, this Section (8.2) shall not be applicable to a registration statement registering securities issued pursuant to an employee benefit plan or as to a Registration on Form transaction subject to Rule 145 promulgated under the Act or which a form S-4 or S-8 or any successor form), registration statement could be used; nor shall it will give prompt be applicable to the first underwritten registered public offering of the Company. The Company shall deliver written notice to the Subscriber Holder or Holders of this Warrant and to any holders of the Warrant Securities of its intention to effect file a registration statement or Regulation A offering statement under the Act at least 60 days prior to the filing of such registration statement or offering statement, and the Holder or Holders and holders of Warrant Securities shall have 30 days thereafter to request in writing that the Company register or qualify the Warrant Securities or the Warrant Securities underlying the unexercised portion of this Warrant in accordance with this Section (the “Incidental Registration”8.2). Within ten (10) business days Upon the delivery of receiving such written notice of an Incidental Registration, the Subscriber may make a written request (within the “Piggy-Back Request”) that specified time, the Company include in the proposed Incidental Registration all, or a portion, of the Units owned by the Subscriber. The Company will use its commercially reasonable efforts shall be obligated to include in any Incidental Registration its contemplated registration statement or offering statement all Units which the Company has been requested information necessary or advisable to register pursuant to any timely Piggy-Back Request. Notwithstanding or qualify the foregoingWarrant Securities or Warrant Securities underlying the unexercised portion of this Warrant for a public offering, (i) the Company shall not be obligated pursuant to this Section 5.5 to effect a registration pursuant to a timely Piggy-Back Request if the Company discontinues does file the related Incidental Registration contemplated registration statement or offering statement; provided, however, that neither the delivery of the notice by the Company nor the delivery of a request by a Holder or by a holder of Warrant Securities shall in any way obligate the Company to file a registration statement or offering statement. Furthermore, notwithstanding the filing of a registration statement or offering statement, the Company may, at any time prior to the effective date thereof, determine not to offer the securities to which the registration statement or offering statement relates, other than the Warrant, Warrant Securities and Warrant Securities underlying the unexercised portion of this Warrant. Notwithstanding the foregoing, if, as a qualification of any Registration Statement filed Xxxxxx Dental Management 1996 Warrants offering in connection therewith; any state or jurisdiction in which the Company (iiby vote of its Board of Directors) if or any underwriter determines in good faith that it wishes to offer securities registered in the offering, it is required that offering expenses be allocated in a manner different from that provided above, then the offering expenses shall be allocated in whatever manner is most nearly in compliance with the provisions set out above. If the registration for which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise as part of the written notice given pursuant to this Section. In such event, the right of any Warrantholder or holder of Shares to registration pursuant to this Section 5.5 involves an underwritten offering(8.2) shall be conditioned upon such holder's participation in such underwriting, and the inclusion of Shares in the underwriting shall be limited to the extent provided herein. All holders proposing to distribute their Shares through such underwriting shall (together with the Company and the other holders distributing their Shares through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter (orselected for such underwriting by the Company. Notwithstanding any other provision of this Section, in if the case managing underwriter determines that marketing factors require a limitation of an offering that is not underwritten, an investment banker) shall advise the Company that, in its opinion, the number of shares to be underwritten, such underwriter may limit the amount of securities requested and otherwise proposed to be included in the registration and underwriting by the holders of Company securities exercising "piggyback" registration rights (including the Warrantholder and each holder of Warrants and Shares). The Company shall so advise all such registration exceeds holders, and the number which can be sold in of shares of such offering without adversely affecting the marketability of the offering, 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, first, the securities the Company proposes to sell for its own account in such registration and second, the Units of the Subscriber requesting to that may be included in such the registration and underwriting shall be allocated (a) first to investors who purchased securities in the Company's private placement made pursuant to a Confidential Private Placement Memorandum dated July 28, 1995; and (b) then if the limitation provides for additional securities to be included, among all other of the Warrantholders (including the holders of the warrants pursuant to this Agreement and holders of warrants issued pursuant to the 1995 and 1997 Warrant Agreement) in proportion, as nearly as practicable, to the respective amounts of securities requested to be included in such registration on held by such holders at the time of filing the registration statement, provided, however, that no security holder other than one exercising a pro rata basis; demand registration right and other than as specifically referenced herein shall have superior rights with respect to inclusion in a registration than those of the Warrantholder and each holder of Warrants and Shares and if any party is granted such superior rights hereafter the Warrantholder and each holder of Warrants and Shares shall be deemed to be automatically granted similar rights. The Company shall advise all such holders of any such limitations and of the number or securities that may be included in the registration. Any securities excluded or withdrawn from such underwriting shall not be transferred prior to one hundred twenty (iii120) if days after the Company is engaged ineffective date of the registration statement relating thereto, or has definitive plans to engage insuch shorter period of time as the underwriters may require. The Company shall comply with the requirements of this Section (8.2) and the related requirements of Section (8.6) at its own expense. That expense shall include, any activity or negotiations thatbut not be limited to, in the good faith determination of the Board of Directors of legal, accounting, consulting, printing, federal and state filing fees, NASD fees, out-of-pocket expenses incurred by counsel, accountants and consultants retained by the Company, would be adversely affected by disclosure that would be required in connection with a registration and miscellaneous expenses directly related to the material detriment registration statement or offering statement and the offering. However, this expense shall not include the portion of any underwriting commissions, transfer taxes and the underwriter's accountable and nonaccountable expense allowances attributable to the offer and sale of the CompanyWarrant, then Warrant Securities and the Company may delay such registration for Warrant Securities underlying the unexercised portion of this Warrant, or the fees and expenses of any legal counsel retained by a period Holder, all of 80 days from which expenses shall be borne by the date Holder or Holders of this Warrant and the holders of the conclusion of such activity Warrant Securities registered or negotiations; and (iv) the Company shall not be obligated pursuant to this Section 5.5 to effect a registration pursuant to a timely Piggy-Back Request of any Units that are eligible for resale pursuant to Rule 144 promulgated under the Act or that are the subject of a then effective registration statementqualified.

Piggy-Back Registration Right. If the Company proposes to register any of its Common Stock (other than pursuant to a Registration on Form S-4 or S-8 or any successor form), it will give prompt written notice to the Subscriber of its intention to effect such registration (the “Incidental Registration”). Within ten (10) business days of receiving such written notice of an Incidental Registration, the Subscriber may make a written request (the “Piggy-Back Request”) that the Company include in the proposed Incidental Registration all, or a portion, of the Units Shares owned by the Subscriber. The Company will use its commercially reasonable efforts to include in any Incidental Registration all Units Shares which the Company has been requested to register pursuant to any timely Piggy-Back Request. Notwithstanding the foregoing, (i) the Company shall not be obligated pursuant to this Section 5.5 to effect a registration pursuant to a timely Piggy-Back Request if the Company discontinues the related Incidental Registration at any time prior to the effective date of any Registration Statement filed in connection therewith; (ii) if a registration pursuant to this Section 5.5 involves an underwritten offering, and the managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall advise the Company that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, 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, first, the securities the Company proposes to sell for its own account in such registration and second, the Units Shares of the Subscriber requesting to be included in such registration and all other securities requested to be included in such registration on a pro rata basis; (iii) if the Company is engaged in, or has definitive plans to engage in, any activity or negotiations that, in the good faith determination of the Board of Directors of the Company, would be adversely affected by disclosure that would be required in connection with a registration to the material detriment of the Company, then the Company may delay such registration for a period of 80 days from the date of the conclusion of such activity or negotiations; and (iv) the Company shall not be obligated pursuant to this Section 5.5 to effect a registration pursuant to a timely Piggy-Back Request of any Units Shares that are eligible for resale pursuant to Rule 144 promulgated under the Act or that are the subject of a then effective registration statement.

Piggy-Back Registration Right. (a) Although this Warrant and the Warrant Shares have not been registered as of the issuance date under the Securities Act of 1933, as amended ("Securities Act"), the Corporation shall notify the Warrantholder in writing at least twenty (20) days prior to the filing of any registration statement under the Securities Act after the date hereof (but excluding updates and amendments to previously filed registration statements and/or registration statements relating to employee benefit plans, corporate reorganizations or other transactions under Rule 145 of the Securities Act or with respect to registration statements for underwritten offerings, except as specifically provided herein) and will afford the Warrantholder an opportunity to include in such registration statement all or part of the Warrant Shares. If the Company Warrantholder desires to include in any such registration statement all or any part of the Warrant Shares held by it/him, within fifteen (15) days after the above-described notice from the Corporation, the Warrantholder shall so notify the Corporation in writing. If a Warrantholder decides not to include all of its/his Warrant Shares in any registration statement thereafter filed by the Corporation, such Warrantholder shall nevertheless continue to have the right to include any Warrant Shares in any subsequent registration statement or registration statements as may be filed by the Corporation with respect to offerings of its securities, unless otherwise excluded hereby, all upon the terms and conditions set forth herein. (b) If the registration statement under which the Corporation gives notice under Section 1(a) is for an underwritten offering, the Corporation shall so advise the Warrantholder. In such event, the right of such Warrantholder to be included in a registration pursuant to Section 1(a) shall be conditioned upon the underwriter’s agreement to Warrantholder’s participation in such underwriting and the inclusion of all of such Warrantholder’s Warrant Shares in the underwriting to the extent provided herein. If the Warrantholder proposes to register distribute its/his Warrant Shares through such underwriting, and the underwriter agrees to such inclusion, the Warrantholder shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Corporation. If the Warrantholder disapproves of the terms of any of its Common Stock (other than pursuant such underwriting, the Warrantholder may elect to a Registration on Form S-4 or S-8 or any successor form), it will give prompt withdraw therefrom by written notice to the Subscriber of its intention to effect such registration (Corporation and the “Incidental Registration”). Within underwriter, delivered at least ten (10) business days of receiving such written notice of an Incidental Registration, the Subscriber may make a written request (the “Piggy-Back Request”) that the Company include in the proposed Incidental Registration all, or a portion, of the Units owned by the Subscriber. The Company will use its commercially reasonable efforts to include in any Incidental Registration all Units which the Company has been requested to register pursuant to any timely Piggy-Back Request. Notwithstanding the foregoing, (i) the Company shall not be obligated pursuant to this Section 5.5 to effect a registration pursuant to a timely Piggy-Back Request if the Company discontinues the related Incidental Registration at any time prior to the effective date of any Registration Statement filed the registration statement. Any Warrant Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. (c) All registration expenses incurred in connection therewith; with any registration, qualification or compliance pursuant to Section 1 herein shall be borne by the Corporation. (d) To the extent permitted by law, the Corporation will indemnify and hold harmless the Warrantholder and each person, if any, who controls such Warrantholder against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the Exchange Act of 1934, as amended (the “Exchange Act”), or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a “Violation”) by the Corporation: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, (ii) if the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Corporation of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such registration pursuant statement; and the Corporation will pay as incurred to the Warrantholder, partner, officer, director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided however, that the indemnity agreement contained in this Section 5.5 involves an underwritten offering, and the managing underwriter (or, in the case of an offering that is not underwritten, an investment banker1(d) shall advise not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the Company that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability consent of the offeringCorporation, which consent shall not be unreasonably withheld, nor shall the Company will include Corporation be liable in any such registration case for any such loss, claim, damage, liability or action to the extent that it arises out of the number or is based upon a Violation which the Company is so advised can be sold occurs in such offering, first, the securities the Company proposes to sell reliance upon and in conformity with written information furnished expressly for its own account in such registration and second, the Units of the Subscriber requesting to be included in such registration and all other securities requested to be included in such registration on a pro rata basis; (iii) if the Company is engaged in, or has definitive plans to engage in, any activity or negotiations that, in the good faith determination of the Board of Directors of the Company, would be adversely affected by disclosure that would be required use in connection with such registration by the Warrantholder. (e) If the indemnification provided for in this Section 1 is held by a registration court of competent jurisdiction to be unavailable to the material detriment Warrantholder with respect to any losses, claims, damages or liabilities referred to herein, the Corporation, in lieu of indemnifying such Warrantholder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such Warrantholder as a result of such loss, claim, damage or liability. The obligations of the Company, then the Company may delay such registration for a period of 80 days from the date of the conclusion of such activity or negotiations; and (iv) the Company shall not be obligated pursuant to Corporation under this Section 5.5 to effect a registration pursuant to a timely Piggy-Back Request 1 shall survive completion of any Units that are eligible for resale pursuant to Rule 144 promulgated under the Act or that are the subject offering of Warrant Shares in a then effective registration statement.

Piggy-Back Registration Right. If the Company proposes to register any of its Common Stock (other than pursuant to a Registration on Form S-4 or S-8 or any successor form), it will give prompt written notice to the Subscriber of its intention to effect such registration (the “Incidental Registration”). Within ten (10) business days of receiving such written notice of an Incidental Registration, the Subscriber may make a written request (the “Piggy-Back Request”) that the Company include in the proposed Incidental Registration all, or a portion, of the Units Shares owned by the Subscriber. The Company will use its commercially reasonable efforts to include in any Incidental Registration all Units Shares which the Company has been requested to register pursuant to any timely Piggy-Back Request. Notwithstanding the foregoing, (i) the Company shall not be obligated pursuant to this Section 5.5 section to effect a registration pursuant to a timely Piggy-Back Request if the Company discontinues the related Incidental Registration at any time prior to the effective date of any Registration Statement filed in connection therewith; (ii) if a registration pursuant to this Section 5.5 section involves an underwritten offering, and the managing underwriter (or, in the case of an offering that is not underwritten, an investment banker) shall advise the Company that, in its opinion, the number of securities requested and otherwise proposed to be included in such registration exceeds the number which can be sold in such offering without adversely affecting the marketability of the offering, 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, first, the securities the Company proposes to sell for its own account in such registration and second, the Units Shares of the Subscriber requesting to be included in such registration and all other securities requested to be included in such registration on a pro rata basis; (iii) if the Company is engaged in, or has definitive plans to engage in, any activity or negotiations that, in the good faith determination of the Board of Directors of the Company, would be adversely affected by disclosure that would be required in connection with a registration to the material detriment of the Company, then the Company may delay such registration for a period of 80 days from the date of the conclusion of such activity or negotiations; and (iv) the Company shall not be obligated pursuant to this Section 5.5 section to effect a registration pursuant to a timely Piggy-Back Request of any Units Shares that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act or that are the subject of a then effective registration statement.

Piggy-Back Registration Right. If the Company at any time LCSG proposes to register any of its Common Stock securities under the Securities Act (other than pursuant to a Registration Statement on Form S-4 X-0, X-0 or S-8 similar or any successor form), it will LCSG shall give prompt written notice to the Subscriber of its such intention to effect such registration (the “Incidental Registration”). Within Xxxxxxx, and, if, within ten (10) business days of receiving such written notice of an Incidental Registration, the Subscriber may make thereafter LCSG receives a written request by Xxxxxxx to register the Registrable Securities (which request shall specify the “Piggy-Back Request”) that Registrable Securities intended to be sold or disposed of and shall state the Company include in the proposed Incidental Registration all, or a portion, intended method of disposition of the Units owned Registrable Securities by the Subscriber. The Company LCSG), LCSG will use its commercially reasonable best efforts to include register such Registrable Securities with the securities being registered by LCSG to permit the sale or other disposition of the Registrable Securities (in any Incidental Registration all Units accordance with the intended methods thereof of which the Company LCSG has been requested to register pursuant to given notice) by LCSG. In the event that the proposed registration under this Section 3.2 is, in whole or in part, an underwritten public offering of Common Stock of LCSG, any timely Piggy-Back Request. Notwithstanding the foregoing, (i) the Company shall not be obligated request pursuant to this Section 5.5 3.2 to effect a registration pursuant register Registrable Securities may specify that such Registrable Securities are to a timely Piggy-Back Request be included in the underwriting on the same terms and conditions as the shares of Common Stock, if the Company discontinues the related Incidental Registration at any, otherwise being sold through underwriters under such registration; provided, however, that as to any time prior to the effective date of any Registration Statement filed in connection therewith; (ii) if a registration pursuant to this Section 5.5 involves an underwritten offering3.2, and (i) if the managing underwriter (or, determines and advises Xxxxxxx in writing that the case inclusion of an offering that is not underwritten, an investment banker) shall advise the Company that, in its opinion, the number of securities requested and otherwise all Registrable Securities proposed to be included in the underwritten public offering and other issued and outstanding shares of Common Stock proposed to be included therein by persons other than LCSG or Xxxxxxx (the "Other Shares") would interfere with the successful marketing of such securities, then the number of Registrable Securities and Other Shares excluded from such registration exceeds shall be allocated pro rata among the holders of the Other Shares (based on the number which can of shares of Common Stock requested by the holders thereof to be sold in such offering without adversely affecting the marketability of the offering, the Company will include in such registration to the extent of the number which the Company is so advised can be sold registered in such offering, firstexcept for Other Shares included therein at the request of holders thereof exercising demand registration rights with respect to such other Shares), the securities the Company proposes to sell for its own account and (ii) in such registration and second, the Units each case those shares of the Subscriber requesting to be included in such registration and all other securities requested to be included in such registration on a pro rata basis; (iii) if the Company is engaged in, or has definitive plans to engage in, any activity or negotiations that, in the good faith determination of the Board of Directors of the Company, would be adversely affected by disclosure Common Stock that would be required in connection with a registration to the material detriment of the Company, then the Company may delay such registration for a period of 80 days are excluded from the date of the conclusion of such activity or negotiations; and (iv) the Company shall not be obligated underwritten public offering pursuant to this Section 5.5 3.2 shall be withheld from the market by the holders thereof and Xxxxxxx for such period that the managing underwriter reasonably determines is necessary in order to effect a registration pursuant to a timely Piggy-Back Request of any Units that are eligible for resale pursuant to Rule 144 promulgated under the Act or that are the subject of a then effective registration statementunderwritten public offering.