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 S-4, Form S-8 or any form which does not include substantially 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 (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 S-4X-0, Form S-8 Xxxx X-0 or any form which does not include substantially thx xxxx xxxxxxation 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 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 S-4X-0, Form S-8 Xxxx X-0 or any form which does not include substantially thx xxxx xxxxxxation 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 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 S-4, Form S-8 or any form which does not include substantially thx xxxx xxxxxxation 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) 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 S-4, Form S-8 or any form which does fxxx xxxxx xxxs not include substantially thx xxxx xxxxxxation 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 (a) During the event Registration Rights Period, if the Company shall propose to file a Registration Statement (other than an Excluded Registration) under the Securities Act relating to the offering of Common Stock for the Company’s own account or for the account of any holder or holders of Common Stock (the “Initiating Holder”) and on a registration form and in a manner that would permit the registration of Registrable Shares for sale to the public under the Securities Act, the Company shall (but without any obligation i) give written notice at least 15 days prior to do so) the filing thereof to each Holder, specifying the approximate date on which the Company proposes to register any file such Registration Statement and advising such Holder 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 S-4, Form S-8 right to have any or any form which does not include substantially thx xxxx xxxxxxation as would be required to be included in a registration statement covering the sale all of the Registrable Securities), the Company shall promptly give the Holder of the Registrable Securities written notice Shares of such registration Holder included among the securities to be covered thereby, and (the "Piggy-Back Notice"). Upon ii) at the written request of the any such Holder given to the Company within twenty (20) 10 days after receipt of such Piggy-Back Notice from the Company, the Company shall, subject ’s delivery of written notice to the provisions Holders, include among the securities covered by such Registration Statement the number of Subsections 8(hRegistrable Shares which such Holder (a “Requesting Holder”) shall have requested be so included (subject, however, to reduction in accordance with Section 4(b), 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 not be required 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, take any action pursuant to this sectionSection 4(a) if the Company shall at the time have effective a Shelf Registration Statement or is eligible to file a Shelf Registration Statement pursuant to which such Requesting Holders could effect the disposition of such Holders’ Registrable Shares in the manner requested.

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 S-4X-0, Form S-8 Xxxx X-0 or any form which does not include substantially thx xxxx xxxxxxation 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 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 S-4, Form S-8 or any form which does foxx xxxxx xxxx not include substantially thx xxxx xxxxxxation 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 soa) If the Company proposes shall determine at any time to register any of its Common Stock or securities under the Securities Act in connection with the public offering of such securities solely which are convertible into or exercisable for cash Common Stock (other than a registration relating solely to employee benefit plans, or a registration relating solely to an SEC Rule 145 transaction, or a registration on Form S-4, Form S-8 or any registration form which does not permit secondary sales) the Company will: (i) promptly give to the Grantee written notice thereof (which shall include substantially thx xxxx xxxxxxation as would be required a list of the jurisdictions in which the Company intends to attempt to qualify such securities under the applicable blue sky or other state securities laws), and (ii) cause to be included in a such registration statement covering the sale and in any underwriting involved therein all of the Registrable unregistered securities ("Registerable Securities), the Company shall promptly give the Holder of the Registrable Securities written notice of such registration (the "Piggy-Back Notice"). Upon the ) specified in a written request of or requests made by the Holder given Grantee within twenty (20) 20 days after receipt of such written notice from the Company ("Designated Piggy-Back Notice from the Company, the Company shall, subject to the provisions of Subsections 8(h), 8(iSecurities") 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 number of Registrable Securities so registered may be limited by the Company underwriter's cut-back provision set forth in the following Section 8(c), and the managing underwriter of the subject offering has expressed in writing its objection to the same to the Company. To the extent that Designated Piggy-Back Securities are not registered pursuant to the Holder is offered underwriter's cutback provision set forth in the opportunity hereunder following Section 8(c) ("Cut-Back Securities"), the Grantee may exercise Piggy-Back rights with respect to include all Cut-Back Securities, pro rata with any other option holder or holder of its Registrable Securities in Common Stock who has also been unable to register securities as a registration statement, such Holder will be deemed to have exercised its sole piggyresult of the underwriter's cut-back registration right provided by this Subsection 8(bprovision set forth in the following Section 8(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 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 S-4X-0, Form S-8 Xxxx X-0 or any form which does not include substantially thx xxxx xxxxxxation 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 soi) If the Company proposes to register any of its securities under the Securities Act in connection file a registration statement with the Commission respecting an offering of any shares of Common Stock (or other securities) issuable upon exercise of the Warrants (other than an offering registered solely on Form S-4 or S-8 or any successor form thereto and other than the initial public offering of such securities solely for cash shares of Common Stock (or other than a registration on Form S-4, Form S-8 or any form which does not include substantially thx xxxx xxxxxxation as would be required to be included in a registration statement covering the sale securities) issuable upon exercise of the Registrable SecuritiesWarrants if no shareholder of the Company, including the Holders pursuant to Section 2(a), participates therein), the Company shall promptly give prompt written notice to all the Holder Holders of Warrants, Warrant Shares or such other securities received upon exercise of Warrants at least 30 days prior to the initial filing of the Registrable Securities written notice of registration statement relating to such registration offering (the "Piggy-Back Notice---------- Registration Statement" and, together with the Demand Registration ---------------------- Statement, the "Registration Statement"). Upon Each such Holder shall have the written request of the Holder given ---------------------- right, within twenty (20) 20 days after receipt delivery of such notice, to request in writing that the Company include all or a portion of such Warrant Shares in such Registration Statement ("Piggy-Back Notice from the Company, the back Registration Rights"). The Company shall, subject to the provisions of Subsections 8(h), 8(i) and 8(j) below, cause to be included ------------------------------ shall include in the registration statement filed by the Company under the Securities Act public offering all of the Registrable Securities Warrant Shares that the a 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)included, unless the Holder has been denied underwriter for the right public offering or the underwriter managing the public offering (in either case, the "managing underwriter") delivers a notice (a "Cutback Notice") pursuant -------------------- -------------- to participate in such registration by the Section 2(b)(ii) or 2(b)(iii) hereof. The managing underwriter may deliver one or more Cutback Notices at any time prior to the execution of the registration, pursuant to this sectionunderwriting agreement for the public offering.

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 S-4, Form S-8 or any form which does not include substantially thx the xxxx xxxxxxation 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 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 S-4, Form S-8 or any form which does not include substantially thx the xxxx xxxxxxation 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) 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 S-4X-0, Form S-8 Xxxx X-0 or any form which does not include substantially thx xxxx xxxxxxation 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.