Common use of Piggy-Back Registration Rights Clause in Contracts

Piggy-Back Registration Rights. (a) If, at any time on or after the Closing through the Termination Date, the Company proposes to file any Registration Statement under the Securities Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock plan, then the Company shall (x) give written notice of such proposed filing to the Holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statement.

Piggy-Back Registration Rights. (a) If, at any time on or after prior to the Closing through first anniversary of the Termination DateExpiration Time, the Company (or any successor of the Company, by merger or otherwise) proposes to file any Registration Statement a registration statement under the Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for any other party of any class of equity security similar to any Registerable Securities (other than a registration statement on Form S-4 or S-8 or any successor form or a registration statement filed solely in connection with an exchange offer, a business combination transaction or an offering of securities solely to the existing shareholders of the Company for their account (or by the Company and by shareholders employees of the Company), other than a Registration Statement in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock plan, then the Company Company, on each such occasion, shall (x) give written notice (each, a “Company Piggy-Back Notice”) of such proposed filing to all of the Holder as soon as practicable but in no event less than ten (10) Rightsholders owning Registerable Securities at least twenty days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distributionregistration statement, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and such Company Piggy-Back Notice also shall be required to offer to the Holder in such notice Rightsholders the opportunity to register the sale of up to such aggregate number of shares Registerable Securities as each such Rightsholder may request. Each such Rightsholder shall have the right, exercisable for the fifteen days immediately following the giving of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder may request in writing within five (5) days following receipt of such notice (a “Company Piggy-Back Registration” and such shares of Common StockNotice, to request, by written notice (each, a “Holder Notice”) to the Company, the “Registrable Securities”)inclusion of all or any portion of the Registerable Securities of such Rightsholders in such registration statement. The Company shall cause the Registrable Securities use commercially best efforts to be included in such registration and shall cause the managing underwriter or underwriters underwriter(s) of a proposed underwritten offering to permit the Registrable inclusion of the Registerable Securities requested to be included which were the subject of all Holder Notices in a Piggy-Back Registration such underwritten offering on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registrationincluded therein. Notwithstanding anything to the contrary contained in this Section 5(asubparagraph 10(b)(i), if the managing underwriter(s) of such underwritten offering or any proposed underwritten offering delivers a written opinion to the Rightsholders of Registerable Securities which were the subject of all Holder Notices that the total amount and kind of securities which they, the Company and any other person intend to include in such offering is such as to materially and adversely affect the success of such offering, then the amount of securities to be offered for the accounts of such Rightsholders and persons other than the Company shall not be required eliminated or reduced pro rata (based on the amount of securities owned by such Rightsholders and other persons which carry registration rights) to register the extent necessary to reduce the total amount of securities to be included in such Registrable Securities pursuant offering to this Section 5(athe amount recommended by such managing underwriter(s) that are eligible for resale pursuant to Rule 144 promulgated under in the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statementmanaging underwriter’s written opinion.

Piggy-Back Registration Rights. (a) If, If at any time on or after the Closing through the Termination Effective Date, the Company proposes to file any a Registration Statement under the Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, or (ii) for a merger stock dividend or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the Holder holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the such Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Holder holders of Registrable Securities in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant Registrable Securities as such Holder holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder All holders of Registrable Securities proposing to distribute its securities their Registrable Securities through a Piggy-Back Registration that involves an underwriter Underwriter or underwriters Underwriters shall enter into an underwriting agreement in customary form with the underwriter Underwriter or underwriters Underwriters selected for such Piggy-Back Registration. Notwithstanding anything the provisions set forth in the immediately preceding sentences, the right to a Piggy-Back Registration set forth under this Section 2.2.1 with respect to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under shall terminate on the Securities Act, that may be resold by constructively applying Rule 144 or that are seventh anniversary of the subject of a then effective Registration StatementEffective Date.

Piggy-Back Registration Rights. (a) If, at any time on or after 10.1 In the Closing through the Termination Date, event that the Company proposes to file register any Registration Statement Registrable Securities under the Securities Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely to S-4 or Form S-8, or any successor forms thereto, promulgated under the sale Securities Act), for the account of securities TopCo Parent (or the Apollo Funds if such Apollo Funds are direct holders of participants in a Company stock plan, then Common Stock) the Company shall (x) give the Holders written notice (the “Piggy-Back Notice”) of its intention to effect such proposed filing to the Holder as soon as practicable but in no event less than a registration at least ten (10) days before the anticipated filing date date. Subject to Section 10.2, such Holders shall have the right (the “Piggy-Back Registration Right”) to request that the Company use its reasonable best efforts to cause all the Registrable Securities specified in a written request by the Holders and delivered to the Company within ten (10) days after the giving of such Piggy-Back Notice by the Registration Statement, which notice shall describe the amount and type of securities Company to be included in such registration on the same terms and conditions as the Registrable Securities otherwise being sold in such registration. The Holders shall be entitled to request to include in such Registration Statement, the intended method(s) Statement a number of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer Registrable Securities equal to the Holder in such notice product of (x) the opportunity to register the sale of up to such aggregate number of shares of Common Stock equal to owned by such Holder as of the date of the Piggy-Back Notice (or at the Company’s option, as of the date such Registration Statement is filed) and (y) the ratio of (i) the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the Registrable Securities proposed to be included in such registration and shall cause Registration Statement that are owned, directly or indirectly, by the managing underwriter Apollo Funds to (ii) the aggregate number of shares of Common Stock owned, directly or underwriters indirectly, by the Apollo Funds that are outstanding as of a proposed underwritten offering to permit the Registrable Securities requested to be included in a date of the Piggy-Back Registration on Notice (or at the same terms and conditions Company’s option, as any similar securities of the date such Registration Statement is filed). If at any time after giving written notice of its intention to register any Registrable Securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company and determines for any reason not to permit proceed with the sale or other disposition proposed registration, the Company may at its election give written notice of such determination to the Holders and thereupon shall be relieved of its obligation to register any Registrable Securities in accordance connection with the intended method(s) of distribution thereofsuch registration. A Holder proposing shall be permitted to distribute withdraw all or part of its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities from a registration pursuant to this Section 5(a) 10.1 at any time prior to the effectiveness of such Registration Statement except in an underwritten offering where such Holder has previously committed to the underwriters that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statementit would participate in such offering.

Piggy-Back Registration Rights. (a) If, If at any time on or after the Closing through the Termination Datedate which a Lender has converted any of its Notes into Registrable Securities, and provided that such Lender continues to hold such Registrable Securities at such time, the Company proposes to file any Registration Statement registration statement under the Securities Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock planacquisition, then the Company shall (x) give written notice of such proposed filing to the Holder applicable Lender as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Holder applicable Lender in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant Registrable Securities as such Holder applicable Lender may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder proposing If such applicable Lender proposes to distribute its securities Registrable Securities through a Piggy-Back Registration that involves an underwriter or underwriters underwriters, then it shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statement.

Piggy-Back Registration Rights. (a) If, If at any time on or after the Closing through the Termination Effective Date, the Company proposes to file any a Registration Statement under the Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, or (ii) for a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the Holder holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the such Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Holder holders of Registrable Securities in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant Registrable Securities as such Holder holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder All holders of Registrable Securities proposing to distribute its securities their Registrable Securities through a Piggy-Back Registration that involves an underwriter Underwriter or underwriters Underwriters shall enter into an underwriting agreement in customary form with the underwriter Underwriter or underwriters Underwriters selected for such Piggy-Back Registration. Notwithstanding anything the provisions set forth in the immediately preceding sentences, the right to a Piggy-Back Registration set forth under this Section 2.2.1 with respect to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under shall terminate on the Securities Act, that may be resold by constructively applying Rule 144 or that are seventh anniversary of the subject of a then effective Registration StatementEffective Date.

Piggy-Back Registration Rights. (a) If, If at any time on or after the Initial Closing through until such time as neither of the Termination DatePurchasers continues to hold any Registrable Securities, the Company proposes to file any a Registration Statement under the Securities Act (a “Registration Statement”) with respect to any the registration for an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders security holders of the Company for their account (or by the Company and by shareholders security holders of the Company), other than a Registration Statement Statement: (i) filed in connection with a merger any employee share option or acquisition other benefit plan, (ii) for an exchange offer or a Registration Statement on Form S-8 relating offering of securities solely to the sale Company’s existing security holders; (iii) for an offering of debt that is convertible into equity securities of participants in Company, or (iv) for a Company stock dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the Holder Purchasers holding Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statementor confidential submission date, which notice shall describe the amount and type of securities to be included in such Registration Statementregistration or offering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Holder Purchasers holding Registrable Securities in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant Registrable Securities as such Holder Purchasers may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The To the extent permitted by applicable securities laws with respect to such registration by Company, Company shall use its best efforts to cause the (i) such Registrable Securities to be included in such registration and shall cause (ii) the managing underwriter or underwriters of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder All Purchasers holding Registrable Securities proposing to distribute its their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the such underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statement.

Piggy-Back Registration Rights. (a) If, at any time on or after the Closing through the Termination Date, the Company proposes to file any Registration Statement under the Securities Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock planacquisition, then the Company shall (x) give written notice of such proposed filing to the Holder Buyers as soon as practicable but in no event less than ten five (105) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Holder Buyers in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to Shares and/or Warrant Shares (collectively, the number of shares of Common Stock issuable upon exercise of this Warrant “Registrable Securities”) as such Holder Buyer still owns and may request in writing within five two (52) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder All holders of Registrable Securities proposing to distribute its their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a)7.8, the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a7.8 (i) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or (ii) that are the subject of a then effective Registration StatementStatement or (iii) if at any time the SEC takes the position that the offering of some or all of the Registrable Securities in a Registration Statement is not eligible to be made on a delayed or continuous basis under the provisions of Rule 415 under the Securities Act.

Piggy-Back Registration Rights. (a) If, If at any time on or after the Closing through the Termination Date, Effective Date the Company proposes to file any a Registration Statement under the Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders stockholders of the Company for their account (or by the Company and by shareholders stockholders of the CompanyCompany including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, or (ii) for a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock dividend reinvestment plan, then the Company shall (x) give written notice of such proposed filing to the Holder holders of Registrable Securities as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Holder holders of Registrable Securities in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant Registrable Securities as such Holder holders may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder All holders of Registrable Securities proposing to distribute its their securities through a Piggy-Back Registration that involves an underwriter Underwriter or underwriters Underwriters shall enter into an underwriting agreement in customary form with the underwriter Underwriter or underwriters Underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statement.107

Piggy-Back Registration Rights. In the event that the Company’s shares of Common Stock have not commenced trading on the NYSE American; the Nasdaq Capital Market; the Nasdaq Global Market; the Nasdaq Global Select Market; or the New York Stock Exchange, within one hundred twenty (a120) If, at any time on or days after the Closing through Date and in the Termination Dateevent that the Securities in this offering have not been converted into a contemplated preferred stock offering prior to December 31, 2021, and, thereafter, the Company proposes determines to file any Registration Statement a registration statement under the Securities Act to register the offer and sale, by the Company, of Common Stock (other than (i) on Form S-4 or Form S-8 under the Securities Act or any successor forms thereto or (ii) a registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement) (a “Piggy-Back Registration Statement”), the Company shall, as soon as reasonably practicable, give written notice to the holders of the Notes and/or the Warrants of its intention to so register the offer and sale of Common Stock and, upon the written request, given within three (3) with respect to Business Days after delivery of any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, such notice by the Company for its own account or for shareholders Company, of any such holder’s right to include in such registration the Company for their account Conversion Shares and/or the Warrant Shares (or by collectively, the Company and by shareholders “Registrable Securities”) (which request shall specify the number of the CompanyRegistrable Securities proposed to be included in such registration), other than a Registration Statement in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock plan, then the Company shall (x) give written notice of cause all such proposed filing to the Holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities Registrable Securities to be included in such Registration Statement, Statement on the intended method(s) of distribution, same terms and conditions as the name of the proposed managing underwriter or underwriters, if any, of the Common Stock otherwise being sold pursuant to such registered offering, and offer which shall be provided to holders electing to include any Registrable Securities at least one (1) Business Day prior to filing such Registration Statement with the Holder in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”)Commission. The Company shall cause the such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration Statement on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder All holders of Registrable Securities proposing to distribute its their securities through a Piggy-Back Registration Statement that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for the sale of securities pursuant to such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statement.

Piggy-Back Registration Rights. (a) If, If at any time on or commencing after October 31, 1999 until the Closing through expiration of the Termination DateWarrant (the "Registration Period"), Mentor Graphics Corporation (the Company "Company") proposes to file register any Registration Statement of securities under the Securities Act (other than registration of a “Registration Statement”) with respect stock option, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any offering of equity securitiessuch plan, or dividend investment plan, a registration of stock proposed to be issued in exchange for securities or other obligations exercisable or exchangeable forassets of, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with a the merger or acquisition consolidation with, another person or entity , or a Registration Statement on Form S-8 relating solely registration of stock proposed to the sale of be issued in exchange for securities of participants in a Company stock plansuch other person or entity), then the Company shall (x) give prompt written notice of such proposed filing thereof to the Holder as soon as practicable but in no event less than and, upon the written request made within ten (10) days before after the anticipated filing date Holder and, upon receipt of such notice, the Company shall use its best efforts to effect as part of such registration the registration under the Securities Act of that number of the Registration StatementWarrant Shares which the Holder requests the Company to register, which notice shall describe provided that if the amount and type of securities registration relates to be included in such Registration Statementa firm commitment, underwritten public offering, the intended method(s) of distribution, and the name managing underwriter of the proposed managing underwriter or underwritersCompany's public offering, if any, shall be of the offering, and offer to opinion that the Holder inclusion in such notice the opportunity to register the sale registration of up to such number of shares Warrant Shares will not interfere with the successful marketing of Common Stock equal all of the Company's securities being registered. If the managing underwriter, if any, reasonably requests the Holder to reduce in whole or in part the number of shares Warrant Shares sought or be registered by the Holder, the Holder shall comply with the request of Common Stock issuable upon exercise of this the managing underwriter. In any underwritten offering, the Holder shall sell the Warrant Shares registered as such Holder may request in writing within five (5) days following receipt part of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration underwriters of such offering on the same terms and conditions as apply to the Company. In connection with any similar securities registration pursuant to this Section (a), the Holder shall provide the Company with such information regarding the Holder and the distribution of the Warrant Shares as the Company and the managing underwriter shall reasonably request for use in the registration statement relating to permit such offering. The Company shall pay all costs and expenses of the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereofHolder. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the The Company shall not be required obliged to register such Registrable effect registration under the Securities Act pursuant to this Section 5(a(a) on more than one occasion; provided, however, that are eligible for resale this limitation shall not apply if the number of shares requested to be registered by the Holder shall have been reduced pursuant to Rule 144 promulgated under the Securities Act, that may second sentence of this Section (a) unless and until the occurrence of an occasion on which the shares requested by the Holder to be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statementregistered have not been so reduced.

Piggy-Back Registration Rights. (a) If, at any time on or after the Closing through the Termination Date, If the Company proposes to file register any of its Common Stock (other than pursuant to a Registration Statement under the Securities Act (a “Registration Statement”) with respect to on Form S-4 or S-8 or any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Companysuccessor form), other than a Registration Statement in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely it will give prompt written notice to the sale Shareholders of securities of participants in a Company stock plan, then its intention to effect such registration (the Company shall (x) give written notice of such proposed filing to the Holder as soon as practicable but in no event less than “Incidental Registration”). Within ten (10) business days before of receiving such written notice of an Incidental Registration, the anticipated filing Shareholders may make a written request (the “Piggy-Back Request”) that the Company include in the proposed Incidental Registration all, or a portion, of the Shares owned by the Shareholder. The Company will use its commercially reasonable efforts to include in any Incidental Registration all 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 9.1 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 9.1 involves an underwritten offering, and the Registration Statementmanaging underwriter (or, which notice in the case of an offering that is not underwritten, an investment banker) shall describe advise the amount and type Company that, in its opinion, the number of securities requested and otherwise proposed to be included in such Registration Statement, registration exceeds the intended method(s) of distribution, and number which can be sold in such offering without adversely affecting the name of the proposed managing underwriter or underwriters, if any, marketability of the offering, and offer the Company will include in such registration to the Holder extent of the number which the Company is so advised can be sold in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stockoffering, first, the “Registrable Securities”). The securities the Company shall cause proposes to sell for its own account in such registration and second, the Registrable Securities Shares of the Shareholder requesting to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities all other securities requested to be included in such registration on a Piggy-Back Registration on pro rata basis; (iii) if the same terms and conditions as Company is engaged in, or has definitive plans to engage in, any similar securities 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 and to permit may delay such registration for a period of 80 days from the sale or other disposition date of the conclusion of such Registrable Securities in accordance with the intended method(sactivity or negotiations; and (iv) of distribution thereof. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities obligated pursuant to this Section 5(a) 9.1 to effect a registration pursuant to a timely Piggy-Back Request of any Shares that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 Act or that are the subject of a then effective Registration Statementregistration statement.

Piggy-Back Registration Rights. (a) If, at any time on or For a period of two years after the Closing through Date (as defined in the Termination DateMerger Agreement) if at any time, the Company Issuer proposes to file any a Registration Statement under the Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company Issuer for its own account or for shareholders stockholders of the Company Issuer for their account (or by the Company and by shareholders of the Company)account, other than a Registration Statement (i) filed in connection with a merger any employee stock option or acquisition other benefit plan, (ii) for an exchange offer or a Registration Statement on Form S-8 relating offering of securities solely to the sale Issuer’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of participants in the Issuer or (iv) for a Company stock dividend reinvestment plan, then the Company Issuer shall (x) give written notice of such proposed filing to the Holder as soon as practicable but in no event less than ten twenty (1020) days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter Underwriter or underwritersUnderwriters, if any, of the offering, and (y) offer to the Holder in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to Registrable Securities as have been requested by the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder may request in writing within five ten (510) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company Issuer shall cause the such Registrable Securities to be included in such registration and shall use its best efforts to cause the managing underwriter Underwriter or underwriters Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company Issuer and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A If the Holder proposing proposes to distribute its securities through a Piggy-Back Registration that involves an underwriter Underwriter or underwriters Underwriters, the Holder shall enter into an underwriting agreement in customary form with the underwriter Underwriter or underwriters Underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statement.

Piggy-Back Registration Rights. (a) If, at any time on or after the Closing through the Termination Date, the Company proposes to file any Registration Statement under the Securities Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock planacquisition, then the Company shall (x) give written notice of such proposed filing to the Holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 Act or that are the subject of a then effective Registration Statement.

Piggy-Back Registration Rights. (a) If, If at any time on or after the Closing through the Termination Date, the Company proposes to file any Registration Statement a registration statement under the Securities Act (a “Registration Statement”) with respect to any an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company)account, other than a Registration Statement registration statement on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with a merger any acquisition of any entity or acquisition business or a Registration Statement on Form S-8 relating solely to equity securities issuable in connection with the sale of securities of participants in a Company Company’s stock planoption or other employee benefit plans, then the Company shall (x) give written notice of such proposed filing to the Holder Subscriber as soon as practicable but in no event less than ten (10) business days before the anticipated filing date of the Registration Statementdate, which notice shall describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder Subscriber in such notice the opportunity to register the sale of up to such number of Shares and the shares of Common Stock equal to underlying the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder Subscriber may request in writing within five (5) business days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Subject to customary underwriter cutbacks applicable to all holders of registration rights, the Company shall cause the such Registrable Securities to be included in such registration and shall use its commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statement.“

Piggy-Back Registration Rights. (a) If, at any time on or after the Closing through the Termination DateClosing, the Company proposes to file any Registration Statement under the Securities Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock planacquisition, then the Company shall (x) give written notice of such proposed filing to the Holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the Holder in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant Securities as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the shares of Common Stock underlying the Warrant Shares (the “Registrable Securities Securities”) to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything to the contrary in this Section 5(a), the Company shall not be required to register such Registrable Securities pursuant to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities Act, that may be resold by constructively applying Rule 144 Act or that are the subject of a then effective Registration Statement.

Piggy-Back Registration Rights. (a) IfSubject to (b) below, at any time on or after the Closing through the Termination Date, that the Company proposes to file any a Company Registration Statement under the Securities Act of 1933, as amended (a “the "Act") (the "Registration Statement”) with respect to any offering of equity securities"), or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company either for its own account or for shareholders the account of the Company for their account (a stockholder or by the Company and by shareholders of the Company)stockholders, other than a Registration Statement in connection with a merger or acquisition or a Registration Statement on Form S-8 relating solely to the sale of securities of participants in a Company stock plan, then the Company shall (x) give the Placement Agents written notice of such proposed filing its intention to do so and of the Holder as soon as practicable but in no event less than ten intended method of sale (10the "Registration Notice") days before within a reasonable time prior to the anticipated filing date of the Company's Registration StatementStatement effecting such Company registration. The Placement Agents may request inclusion of any Warrants (hereafter "Restricted Securities") in such registration statement by delivering to the Company, which within ten (10) business days after receipt of the Registration Notice, a written notice shall describe (the amount "Piggyback Notice") stating the number of Restricted Securities proposed to be included and type of securities that such shares are to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and offer to the Holder in such notice the opportunity to register the sale of up to such number of shares of Common Stock equal to the number of shares of Common Stock issuable upon exercise of this Warrant as such Holder may request in writing within five (5) days following receipt of such notice (a “Piggy-Back Registration” and such shares of Common Stock, the “Registrable Securities”). The Company shall cause the Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration any underwriting only on the same terms and conditions as any similar securities the shares of Common Stock otherwise being sold through underwriters under such Company Registration Statement. The Company shall use its best efforts to cause all Restricted Securities specified in the Piggyback Notice to be included in the Company Registration Statement and any related offering, all to the extent requisite to permit the sale or other disposition by the Placement Agents of such Registrable its Restricted Securities in accordance with the intended method(s) method of distribution thereof. A Holder proposing to distribute its securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration. Notwithstanding anything sale applicable to the contrary other shares of Common Stock included in this Section 5(a)such Company Registration Statement; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Company Registration Statement filed in connection with such registration, the Company shall determine for any reason not be required to register or to delay registration of the Placement Agents' Restricted Securities, the Company may, at its election, give written notice of such Registrable Securities pursuant determination to this Section 5(a) that are eligible for resale pursuant to Rule 144 promulgated under the Securities ActPlacement Agents and, that may be resold by constructively applying Rule 144 or that are the subject of a then effective Registration Statement.thereupon: