Common use of Piggy-Back Registration Rights Clause in Contracts

Piggy-Back Registration Rights. In the event that (but without any obligation to do so) the Company proposes to register any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form X-0, Xxxx X-0 or any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall promptly give the Holder of the Registrable Securities written notice of such registration (the "Piggy-Back Notice"). Upon the written request of the Holder given within twenty (20) days after receipt of such Piggy-Back Notice from the Company, the Company shall, subject to the provisions of Subsections 8(h), 8(i) and 8(j) below, cause to be included in the registration statement filed by the Company under the Securities Act all of the Registrable Securities that the Holder has requested to be registered; provided, however, that the Company shall have no such obligation if such registration statement relates to an underwritten offering by the Company and the managing underwriter of the subject offering has expressed in writing its objection to the same to the Company. To the extent that the Holder is offered the opportunity hereunder to include all of its Registrable Securities in a registration statement, such Holder will be deemed to have exercised its sole piggy-back registration right provided by this Subsection 8(b), unless the Holder has been denied the right to participate in such registration by the managing underwriter of the registration, pursuant to this section.

Piggy-Back Registration Rights. In the event that (but without any obligation to do so) the Company proposes to register any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form X-0S-4, Xxxx X-0 Form S-8 or any form which does not include substantially the same information thx xxxx xxxxxxation as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall promptly give the Holder of the Registrable Securities written notice of such registration (the "Piggy-Back Notice"). Upon the written request of the Holder given within twenty (20) days after receipt of such Piggy-Back Notice from the Company, the Company shall, subject to the provisions of Subsections 8(h), 8(i) and 8(j) below, cause to be included in the registration statement filed by the Company under the Securities Act all of the Registrable Securities that the Holder has requested to be registered; provided, however, that the Company shall have no such obligation if such registration statement relates to an underwritten offering by the Company and the managing underwriter of the subject offering has expressed in writing its objection to the same to the Company. To the extent that the Holder is offered the opportunity hereunder to include all of its Registrable Securities in a registration statement, such Holder will be deemed to have exercised its sole piggy-back registration right provided by this Subsection 8(b), unless the Holder has been denied the right to participate in such registration by the managing underwriter of the registration, pursuant to this section.

Piggy-Back Registration Rights. In the event that If (but without any obligation to do so) at any time during the five (5) year period commencing on the Issue Date, the Company proposes to register (including for this purpose a registration effected by the Company for securityholders other than the Holder) any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form X-0, Xxxx X-0 or any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall shall, each such time, promptly give the Holder of the Registrable Securities written notice of such registration (the "Piggy-Back Notice")registration. Upon the written request of the Holder given within twenty (20) days after receipt of such Piggy-Back Notice written notice from the Company, the Company shall, subject to the provisions of Subsections 8(h), 8(i) and 8(j) belowthis Section 8, cause to be included in the registration statement filed by the Company registered under the Securities Act all of the Registrable Securities that the Holder has requested to be registered; providedand provided further, however, that the Company Registrable Securities shall have no such obligation if such registration statement relates be subject to an underwritten offering by restrictions on transfer for forty-five (45) days after the Company and the managing underwriter effective date of the subject offering has expressed in writing its objection to registration statement. The inclusion of any of the same to the Company. To the extent that the Holder is offered the opportunity hereunder to include all of its Holder’s Registrable Securities in a registration statement, such Holder will statement filed by the Company and declared effective by the Securities and Exchange Commission (“SEC”) shall be deemed to have exercised its sole be the exercise by such Holder of the piggy-back registration right provided by this Subsection 8(b), unless the Holder has been denied the right rights granted herein to participate in such registration by the managing underwriter of the registration, pursuant to this sectionHolder.

Piggy-Back Registration Rights. In the event that (but without any obligation to do soa) If the Company proposes decides, including as required under any demand registration rights agreement, to register any of its common stock or securities convertible into or exchangeable for common stock under the Securities Act in connection with the public on a form which is suitable for an offering of such securities solely for cash (other than or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form X-0, Xxxx X-0 S-4 (or successor form) or a transaction to which Rule 145 or any form which does not other similar rule of the SEC is applicable, the Company will promptly give written notice to the Subscriber of its intention to effect such a registration. Subject to Section 4(b) below, the Company shall include substantially all of the same information as would be required Shares that the Subscriber requests to be included in such a registration statement covering by a written notice delivered to the sale of Company within fifteen (15) days after the Registrable Securities)notice given by the Company. (b) If the registration, as described in Section 5.3(a) above, involves an underwritten offering, the Company shall promptly give the Holder will not be required to register Shares in excess of the Registrable Securities written notice of amount that the principal underwriter reasonably and in good faith recommends may be included in such registration offering (the a "Piggy-Back NoticeCutback"), which recommendation, and supporting reasoning, shall be delivered to the Subscriber. Upon the written request of the Holder given within twenty (20) days after receipt of If such Piggy-Back Notice from the Companya Cutback occurs, the Company shall, subject number of shares that are entitled to the provisions of Subsections 8(h), 8(i) and 8(j) below, cause to be included in the registration statement filed by and underwriting shall be allocated in the following manner: (i) first, to the Company under for any securities it proposes to sell for its own account, (ii) second, to the Securities Act all Subscriber requiring such registration, and (iii) third, to other holders of stock of the Registrable Securities that the Holder has requested to be registered; provided, however, that the Company shall have no such obligation if such registration statement relates to an underwritten offering by the Company and the managing underwriter of the subject offering has expressed requesting inclusion in writing its objection to the same to the Company. To the extent that the Holder is offered the opportunity hereunder to include all of its Registrable Securities in a registration statement, such Holder will be deemed to have exercised its sole piggy-back registration right provided by this Subsection 8(b), unless the Holder has been denied the right to participate in such registration by the managing underwriter of the registration, pursuant to this sectionpro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration.

Piggy-Back Registration Rights. In the event that (but without any obligation to do soa) If the Company proposes decides, including as required under any demand registration rights agreement, to register any of its Common Shares or securities convertible into or exchangeable for Common Shares under the Securities Act in connection with the public on a form which is suitable for an offering of such securities solely for cash (other than or shares of the Company held by third parties and which is not a registration solely to implement an employee benefit plan, a registration statement on Form X-0, Xxxx X-0 S-4 (or successor form) or a transaction to which Rule 145 or any form which does not other similar rule of the SEC is applicable, the Company will promptly give written notice to the Subscriber of its intention to effect such a registration. Subject to Section 5.3(b) below, the Company shall include substantially all of the same information as would be required Common Shares that the Subscriber requests to be included in such a registration statement covering by a written notice delivered to the sale of Company within fifteen (15) days after the Registrable Securities)notice given by the Company. (b) If the registration, as described in Section 5.3(a) above, involves an underwritten offering, the Company shall promptly give the Holder will not be required to register Common Shares in excess of the Registrable Securities written notice of amount that the principal underwriter reasonably and in good faith recommends may be included in such registration offering (the a "Piggy-Back NoticeCutback"), which recommendation, and supporting reasoning, shall be delivered to the Subscriber. Upon the written request of the Holder given within twenty (20) days after receipt of If such Piggy-Back Notice from the Companya Cutback occurs, the Company shall, subject number of shares that are entitled to the provisions of Subsections 8(h), 8(i) and 8(j) below, cause to be included in the registration statement filed by and underwriting shall be allocated in the following manner: (i) first, to the Company under for any securities it proposes to sell for its own account, (ii) second, to the Securities Act all Subscriber requiring such registration, and (iii) third, to other holders of stock of the Registrable Securities that the Holder has requested to be registered; provided, however, that the Company shall have no such obligation if such registration statement relates to an underwritten offering by the Company and the managing underwriter of the subject offering has expressed requesting inclusion in writing its objection to the same to the Company. To the extent that the Holder is offered the opportunity hereunder to include all of its Registrable Securities in a registration statement, such Holder will be deemed to have exercised its sole piggy-back registration right provided by this Subsection 8(b), unless the Holder has been denied the right to participate in such registration by the managing underwriter of the registration, pursuant to this sectionpro rata among the respective holders thereof on the basis of the number of shares for which each such requesting holder has requested registration.

Piggy-Back Registration Rights. In the event that (but without any obligation to do so) during the eighteen (18) month period following the Issue Date, the Company proposes to register any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form X-0S-4, Xxxx X-0 Form S-8 or any form which does not include substantially the same information thx xxxx xxxxxmation as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall promptly give the Holder of the Registrable Securities written notice of such registration (the "Piggy-Back Notice"). Upon the written request of the Holder given within twenty (20) days after receipt of such Piggy-Back Notice from the Company, the Company shall, subject to the provisions of Subsections 8(h), 8(i) and 8(j) below, cause to be included in the registration statement filed by the Company under the Securities Act all of the Registrable Securities that the Holder has requested to be registered; providedPROVIDED, howeverHOWEVER, that the Company shall have no such obligation if such registration statement relates to an underwritten offering by the Company and the managing underwriter of the subject offering has expressed in writing its objection to the same to the Company. To the extent that the Holder is offered the opportunity hereunder to include all of its Registrable Securities in a registration statement, such Holder will be deemed to have exercised its sole piggy-back registration right provided by this Subsection 8(b), unless the Holder has been denied the right to participate in such registration by the managing underwriter of the registration, pursuant to this section.

Piggy-Back Registration Rights. In the event that (but without any obligation to do so) during the (5) year period following the date of issuance of the Warrants, the Company proposes to register any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form X-0, Xxxx X-0 or any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall promptly give the Holder holder (the “Holder”) of the Registrable Securities written notice of such registration (the "“Piggy-Back Notice"”). Upon the written request of the Holder given within twenty (20) days after receipt of such Piggy-Back Notice from the Company, the Company shall, subject to the provisions of Subsections 8(h6(h), 8(i6(i) and 8(j6(j) below, cause to be included in the registration statement filed by the Company under the Securities Act all of the Registrable Securities that the Holder has requested to be registered; provided, however, that the Company shall have no such obligation if such registration statement relates to an underwritten offering by the Company and the managing underwriter of the subject offering has expressed in writing its objection to the same to the Company. To the extent that the Holder is offered the opportunity hereunder to include all of its Registrable Securities in a registration statement, such Holder will be deemed to have exercised its sole piggy-back registration right provided by this Subsection 8(b6(b), unless the Holder has been denied the right to participate in such registration by the managing underwriter of the registration, pursuant to this section.

Piggy-Back Registration Rights. (a) In the event that (but without any obligation to do so) after April 1, 2001, the Company Parent proposes to register any of its securities under the Securities Act in connection with of 1933, as amended (the public offering "Securities Act"), and the registration form to be used therefor may be used for the registration of such securities solely for cash the Common Stock of the Parent (other than a registration on Form X-0, Xxxx X-0 Forms S-8 or S-4 or any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securitiessuccessor thereto), the Company Parent shall promptly give the Holder prompt written notice to all holders of the Registrable Securities written notice Shares of its intention to effect such a registration (the "Piggy-Back Notice"). Upon the written request of the Holder given within twenty (20) days after receipt of such Piggy-Back Notice from the Company, the Company shalland, subject to the provisions of Subsections 8(h)terms and conditions contained in this Section 2, 8(i) and 8(j) below, cause shall include in such registration all Shares with respect to be included in the registration statement filed by which the Company under has received written requests for inclusion therein within fifteen (15) days after the Securities Act all giving of the Registrable Securities that the Holder has requested to be registeredParent's notice; provided, however, that in no -------- ------- event shall the Company shall have no such obligation if such Parent be required to register any Shares which then are held by the Purchaser pursuant to Section 1 of this Agreement. (b) If a registration statement relates subject to subparagraph (a) above is an underwritten offering by the Company registration, and the managing underwriter of underwriters advise the subject offering has expressed Parent in writing its objection that in their opinion the number of securities to the same to the Company. To the extent that the Holder is offered the opportunity hereunder to include all of its Registrable Securities in a registration statement, such Holder will be deemed to have exercised its sole piggy-back registration right provided by this Subsection 8(b), unless the Holder has been denied the right to participate included in such registration exceeds the number which can be sold in such offering, the Parent shall include in such registration (i) first, the securities the Parent proposes to sell and (ii) second, such number of the Shares and other securities requested to be included in such registration as the managing underwriters believe can be sold in such offering, pro rata among the holders of such Shares and other securities on the basis of the number of shares of the Common Stock of the Parent owned by each such holder, and those Shares which are excluded from the registration shall be withheld from the market by the holders thereof for such period, not to exceed 180 days, which the managing underwriter of underwriters reasonably determine to be necessary in order to effect the registration, pursuant to this section.

Piggy-Back Registration Rights. In the event that (but without any obligation to do so) the Company proposes to register any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form X-0S-4, Xxxx X-0 Form S-8 or any form which does fxxx xxxxx xxxs not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall promptly give the Holder of the Registrable Securities written notice of such registration (the "Piggy-Back Notice"). Upon the written request of the Holder given within twenty (20) days after receipt of such Piggy-Back Notice from the Company, the Company shall, subject to the provisions of Subsections 8(h), 8(i) and 8(j) below, cause to be included in the registration statement filed by the Company under the Securities Act all of the Registrable Securities that the Holder has requested to be registered; provided, however, that the Company shall have no such obligation if such registration statement relates to an underwritten offering by the Company and the managing underwriter of the subject offering has expressed in writing its objection to the same to the Company. To the extent that the Holder is offered the opportunity hereunder to include all of its Registrable Securities in a registration statement, such Holder will be deemed to have exercised its sole piggy-back registration right provided by this Subsection 8(b), unless the Holder has been denied the right to participate in such registration by the managing underwriter of the registration, pursuant to this section.

Piggy-Back Registration Rights. In the event that (but without any obligation to do so) the Company proposes to register any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form X-0S-4, Xxxx X-0 Form S-8 or any form which does not include substantially the same information xxxx xxxxxxxtion as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall promptly give the Holder of the Registrable Securities written notice of such registration (the "Piggy-Back Notice"). Upon the written request of the Holder given within twenty (20) days after receipt of such Piggy-Back Notice from the Company, the Company shall, subject to the provisions of Subsections 8(h), 8(i) and 8(j) below, cause to be included in the registration statement filed by the Company under the Securities Act all of the Registrable Securities that the Holder has requested to be registered; providedPROVIDED, howeverHOWEVER, that the Company shall have no such obligation if such registration statement relates to an underwritten offering by the Company and the managing underwriter of the subject offering has expressed in writing its objection to the same to the Company. To the extent that the Holder is offered the opportunity hereunder to include all of its Registrable Securities in a registration statement, such Holder will be deemed to have exercised its sole piggy-back registration right provided by this Subsection 8(b), unless the Holder has been denied the right to participate in such registration by the managing underwriter of the registration, pursuant to this section.

Piggy-Back Registration Rights. In the event that (but without any obligation to do so) the Company Maker proposes to register any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form X-0, Xxxx X-0 or any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company Maker shall promptly give the each Holder of the Registrable Securities written notice of such registration (the "Piggy-Back Notice"). Upon the written request of the each Holder given within twenty (20) days after receipt of such Piggy-Back Notice from the CompanyMaker, the Company Maker shall, subject to the provisions of Subsections 8(h), 8(i) and 8(jSubsection 6(h) below, cause to be included in the registration statement filed by the Company Maker under the Securities Act all of the Registrable Securities that the each such Holder has requested to be registered; providedPROVIDED, howeverHOWEVER, that the Company Maker shall have no such obligation if such registration statement relates to an underwritten offering by the Company Maker and the managing underwriter of the subject offering has expressed in writing its objection to the same to the CompanyMaker. To the extent that the a Holder is offered the opportunity hereunder to include all of its Registrable Securities in a registration statement, such Holder will be deemed to have exercised its sole piggy-back registration right provided by this Subsection 8(b6(c), unless the Holder has been denied the right to participate in such registration by the managing underwriter of the registration, pursuant to this section.

Piggy-Back Registration Rights. In the event that (but without any obligation to do so) the Company proposes to register any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form X-0S-4, Xxxx X-0 Form S-8 or any form which does foxx xxxxx xxxx not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall promptly give the Holder of the Registrable Securities written notice of such registration (the "Piggy-Back Notice"). Upon the written request of the Holder given within twenty (20) days after receipt of such Piggy-Back Notice from the Company, the Company shall, subject to the provisions of Subsections 8(h), 8(i) and 8(j) below, cause to be included in the registration statement filed by the Company under the Securities Act all of the Registrable Securities that the Holder has requested to be registered; provided, however, that the Company shall have no such obligation if such registration statement relates to an underwritten offering by the Company and the managing underwriter of the subject offering has expressed in writing its objection to the same to the Company. To the extent that the Holder is offered the opportunity hereunder to include all of its Registrable Securities in a registration statement, such Holder will be deemed to have exercised its sole piggy-back registration right provided by this Subsection 8(b), unless the Holder has been denied the right to participate in such registration by the managing underwriter of the registration, pursuant to this section.

Piggy-Back Registration Rights. In the event that (but without 2.1. If at any obligation time prior to do so) December 31, 2000, the Company proposes shall propose to register any file a Registration Statement for the purpose of its securities effecting a primary offering under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form X-0, Xxxx X-0 or S-3 or any equivalent general form which does not include substantially for registration of equity securities under the same information as would be required Act with respect to be included in a registration statement covering the sale public offering of the Registrable Securities), the any Company shall promptly give the Holder of the Registrable Securities written notice of such registration (the "Piggy-Back Notice"). Upon the written request of the Holder given within twenty (20) days after receipt of such Piggy-Back Notice from the CompanyCommon Stock, the Company shall, as promptly as practicable but, in no event later than thirty (30) days prior to the proposed filing date, give notice of such intention to the Holder and shall include in such Registration Statement all Shares as the Holder shall request, within ten (10) days of the giving of such notice, subject to the provisions limitations that the Company shall not be obligated to register for the Holder fewer than the lesser of Subsections 8(h(i) Shares with a market value of less than Five Million and 00/100 Dollars ($5,000,000.00), 8(imarket value to be measured as of the date of such request, or (ii) the aggregate number of Shares still held by the Holder, and 8(jthe inclusion of such Shares may be conditioned or restricted if, in the good faith opinion of the managing underwriter (or underwriters) belowof the securities to be sold (or, cause in the absence thereof, of the principal investment banker acting on behalf of the Company in effecting such sale) for which such Registration Statement is being filed, such inclusion can reasonably be expected to have a material adverse impact on the offering of the securities being so registered. If the number of Shares is so restricted, then no Shares nor any securities of other securityholders shall be included in the registration statement filed by offering unless all securities which the Company under the Securities Act all of the Registrable Securities that is attempting to sell are included therein, and any reduction required thereafter shall be made pro rata among the Holder has requested to be registeredand the other selling securityholders; provided, however, that such rights of the Holder to share pro rata shall be subject to any prior rights which the Company may have granted to others before the date of this Agreement. 2.2. The Company may, without the consent of the Holder, withdraw any Registration Statement filed pursuant to this Section 2 and abandon any such proposed offering in which the Holder requested to participate. The Holder may withdraw any or all of the Shares held by the Holder from a Registration Statement filed or proposed to be filed pursuant to this Section 2 at any time prior to the effectiveness of such Registration Statement. 2.3. The notice from the Company to the Holder under this Section 2 shall have no such obligation if specify whether the Securities to be included in such registration statement relates to an underwritten offering for a sale by the Company and the managing underwriter are to be sold through underwriters in a firm commitment offering. If Shares of the subject offering has expressed Holder are included in writing its objection such an offering, they shall be included on the same terms (including the same underwriting discount or commission) applicable to the same to securities of the Company. To the extent that the Holder is offered the opportunity hereunder to include all of its Registrable Securities in a registration statement, such Holder will be deemed to have exercised its sole piggy-back registration right provided by this Subsection 8(b), unless the Holder has been denied the right to participate in such registration by the managing underwriter of the registration, pursuant to this section.

Piggy-Back Registration Rights. In the event that If (but without any obligation to do so) the Company proposes to register (including for this purpose a registration effected by the Company for stockholders other than the Holders) any of its securities under the Securities 1933 Act in connection with the public offering of such securities solely for cash (other than a registration (i) on Form X-0, Xxxx X-0 S- 8 or any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities, or (ii) with respect to an employee benefit plan, or (iii) solely in connection with a Rule 145 transaction under the 1933 Act), the Company shall shall, each such time, promptly give the each Holder of the Registrable Securities written notice of such registration (together with a list of the "Piggy-Back Notice")jurisdictions in which the Company intends to attempt to qualify such securities under applicable state securities laws. Upon the written request of the each Holder given within twenty (20) business days after receipt delivery of such Piggy-Back Notice from written notice by the CompanyCompany in accordance with Section 3.04, the Company shall, subject to the provisions of Subsections 8(h)Section 1.08, 8(i) and 8(j) below, use its best efforts to cause to be included in the registration statement filed by the Company registered under the Securities 1933 Act all of the Registrable Securities that the each such Holder has requested to be registered; provided, however, that the Company shall have no such obligation if such registration statement relates to an underwritten offering by the Company and the managing underwriter of the subject offering has expressed in writing its objection to the same to the Company. To the extent that the If a Holder is offered the opportunity hereunder decides not to include all of its Registrable Securities in a any registration statementstatement thereafter filed by the Company, such Holder will be deemed shall nevertheless continue to have exercised its sole piggy-back registration right provided by this Subsection 8(b), unless the Holder has been denied the right to participate include any Registrable Securities in such any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein, subject in each case to limitations imposed by the managing underwriter of the registration, pursuant to this sectionunderwriter(s) in any firm commitment securities offering.

Piggy-Back Registration Rights. In the event that (but without 2.1. If at any obligation time prior to do so) the Company proposes to register any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form X-0December 31, Xxxx X-0 or any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities)2000, the Company shall promptly give propose to file a Registration Statement for the Holder purpose of effecting a primary offering under the Registrable Securities written notice Act on Form S-1, X-0 xx S-3 or any equivalent general form for registration of such registration (equity securities under the "Piggy-Back Notice"). Upon the written request Act with respect to a public offering of the Holder given within twenty (20) days after receipt of such Piggy-Back Notice from the Companyany Company Common Stock, the Company shall, as promptly as practicable but, in no event later than thirty (30) days prior to the proposed filing date, give notice of such intention to the Holder and shall include in such Registration Statement all Shares as the Holder shall request, within ten (10) days of the giving of such notice, subject to the provisions limitations that the Company shall not be obligated to register for the Holder fewer than the lesser of Subsections 8(h(i) Shares with a market value of less than Five Million and 00/100 Dollars ($5,000,000.00), 8(imarket value to be measured as of the date of such request, or (ii) the aggregate number of Shares still held by the Holder, and 8(jthe inclusion of such Shares may be conditioned or restricted if, in the good faith opinion of the managing underwriter (or underwriters) belowof the securities to be sold (or, cause in the absence thereof, of the principal investment banker acting on behalf of the Company in effecting such sale) for which such Registration Statement is being filed, such inclusion can reasonably be expected to have a material adverse impact on the offering of the securities being so registered. If the number of Shares is so restricted, then no Shares nor any securities of other securityholders shall be included in the registration statement filed by offering unless all securities which the Company under the Securities Act all of the Registrable Securities that is attempting to sell are included therein, and any reduction required thereafter shall be made pro rata among the Holder has requested to be registeredand the other selling securityholders; provided, however, that such rights of the Holder to share pro rata 4 - 4 - shall be subject to any prior rights which the Company may have granted to others before the date of this Agreement. 2.2. The Company may, without the consent of the Holder, withdraw any Registration Statement filed pursuant to this Section 2 and abandon any such proposed offering in which the Holder requested to participate. The Holder may withdraw any or all of the Shares held by the Holder from a Registration Statement filed or proposed to be filed pursuant to this Section 2 at any time prior to the effectiveness of such Registration Statement. 2.3. The notice from the Company to the Holder under this Section 2 shall have no such obligation if specify whether the Securities to be included in such registration statement relates to an underwritten offering for a sale by the Company and the managing underwriter are to be sold through underwriters in a firm commitment offering. If Shares of the subject offering has expressed Holder are included in writing its objection such an offering, they shall be included on the same terms (including the same underwriting discount or commission) applicable to the same to securities of the Company. To the extent that the Holder is offered the opportunity hereunder to include all of its Registrable Securities in a registration statement, such Holder will be deemed to have exercised its sole piggy-back registration right provided by this Subsection 8(b), unless the Holder has been denied the right to participate in such registration by the managing underwriter of the registration, pursuant to this section.

Piggy-Back Registration Rights. In the event that (but without any obligation to do so) the Company proposes to register any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form X-0S-4, Xxxx X-0 Form S-8 or any form which does not include substantially the same information xxxx xxxxxxxtion as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall promptly give the Holder of the Registrable Securities written notice of such registration (the "Piggy-Back Notice"). Upon the written request of the Holder given within twenty (20) days after receipt of such Piggy-Back Notice from the Company, the Company shall, subject to the provisions of Subsections 8(h), 8(i) and 8(j) below, cause to be included in the registration statement filed by the Company under the Securities Act all of the Registrable Securities that the Holder has requested to be registered; provided, however, that the Company shall have no such obligation if such registration statement relates to an underwritten offering by the Company and the managing underwriter of the subject offering has expressed in writing its objection to the same to the Company. To the extent that the Holder is offered the opportunity hereunder to include all of its Registrable Securities in a registration statement, such Holder will be deemed to have exercised its sole piggy-back registration right provided by this Subsection 8(b), unless the Holder has been denied the right to participate in such registration by the managing underwriter of the registration, pursuant to this section.

Piggy-Back Registration Rights. In the event that (but without any obligation to do so) the Company proposes to register any of its securities under the Securities Act in connection with the public offering of such securities solely for cash (other than a registration on Form X-0, Xxxx X-0 or any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities), the Company shall promptly give the Holder of the Registrable Securities written notice of such registration (the "Piggy-Back Notice"). Upon the written request of the Holder given within twenty (20) days after receipt of such Piggy-Back Notice from the Company, the Company shall, subject to the provisions of Subsections 8(h), 8(i) and 8(j) below, cause to be included in the registration statement filed by the Company under the Securities Act all of the Registrable Securities that the Holder has requested to be registered; providedPROVIDED, howeverHOWEVER, that the Company shall have no such obligation if such registration statement relates to an underwritten offering by the Company and the managing underwriter of the subject offering has expressed in writing its objection to the same to the Company. To the extent that the Holder is offered the opportunity hereunder to include all of its Registrable Securities in a registration statement, such Holder will be deemed to have exercised its sole piggy-back registration right provided by this Subsection 8(b), unless the Holder has been denied the right to participate in such registration by the managing underwriter of the registration, pursuant to this section.

Piggy-Back Registration Rights. In (a) If at any time during the event that period commencing on the Closing Date (but without as defined in the Merger Agreement) and ending on the earliest to occur of the following: (i) all Registrable Securities covered by a Registration Statement have been sold under such Registration Statement, or (ii) a subsequent Registration Statement covering all of the Registrable Securities has been declared effective under the Securities Act, or (iii) Holders no longer hold any obligation to do soRegistrable Securities or (iv) all Registrable Securities held by Holders may be sold in compliance with Rule 144, the Company proposes to register any of its securities under the Securities Act in connection with on any form for the public offering registration of such securities solely under the Securities Act, whether or not for cash its own account (other than by a registration statement on Form X-0, Xxxx X-0 S-4 or any Form S-8 or other form which does not include substantially the same information as would be required to be included in a form for the general registration statement covering the sale of securities or would not be available for the Registrable Securities) (a "Piggy Back Registration"), it shall as expeditiously as possible give written notice to the Holders of its intention to do so and of the Holders' rights under Sections 2 through 4. (Such rights are referred to hereinafter as "Piggy Back Registration Rights.") Upon the written request of any of such Holders made within five (5) business days after receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by each such Holder), the Company shall promptly give the Holder of the Registrable Securities written notice of such registration use its best efforts to (the "Piggy-Back Notice"). Upon the written request of the Holder given within twenty (20i) days after receipt of such Piggy-Back Notice from the Company, the Company shall, subject to the provisions of Subsections 8(h), 8(i) and 8(j) below, cause to be included include in the registration statement filed by the Company under the Securities Act all of the Registrable Securities that the Holder has requested to be registered; provided, however, that the Company shall have no such obligation if such registration statement relates to an underwritten offering by the Company Registration Statement (and the managing underwriter of the subject offering has expressed in writing its objection to the same to the Company. To the extent that the Holder is offered the opportunity hereunder to include all of its Registrable Securities in a registration statement, such Holder will be deemed to have exercised its sole piggy-back registration right provided by this Subsection 8(b), unless the Holder has been denied the right to participate in such registration by the managing underwriter of the registration, pursuant to this section.any