Common use of Piggy-Back Registration Rights Clause in Contracts

Piggy-Back Registration Rights. (a) If at any time or from time to time the Company shall determine to register any of its equity securities, either for its own account or the account of a security holder or holders (other than a registration of securities relating solely to employee benefit plans or to effect a merger or other reorganization), the Company will promptly give to Shareholder written notice thereof and, upon the written request of Shareholder, include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Shares specified in the written request made within 10 business days after receipt of such written notice from the Company. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise Shareholder as a part of the written notice given to Shareholder. In such event the right of any Shareholder to registration pursuant to this Section 6 shall be conditioned upon Shareholder's participation in such underwriting, and the inclusion of Shares in the underwriting shall be limited to the extent provided herein. Shareholder (together with the Company and the other holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may exclude some or all of the Shares or securities of other holders of similar registration rights from such registration. The Company shall so advise Shareholder and other stockholders distributing their securities through such underwriting, and the number of Shares or securities of other holders of similar registration rights that may be included in the registration and underwriting, as determined by the managing underwriter, shall be allocated on a pro rata basis. If Shareholder disapproves of the terms of any such underwriting, Shareholder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall continue to be subject to the terms of this Section. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 6 prior to the effectiveness of such registration whether or not Shareholder has elected to include securities in such registration. (d) All expenses associated with the registration (including, without limitation, registration, qualification and filing fees, printing expenses, blue sky fees, and fees and disbursements of counsel and accountants for the Company) shall be borne by the Company. Selling expenses, including underwriters' discounts, shall be borne by Shareholder pro rata in proportion to the number of securities being registered. (e) In the case of each registration under this Section, the Company will: (i) prepare and file a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least 45 days or until the distribution described in the registration statement has been completed, whichever first occurs; (ii) furnish to Shareholder such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as Shareholder may reasonably request in order to facilitate the public offering of the Shares; and (iii) use its best efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by Shareholder, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify as a foreign corporation or as a dealer in securities or to file a general consent to service of process in any such states or jurisdictions in which it has not already done so and except as may be required by the Securities Act. (f) The Company will indemnify Shareholder against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act of 1933, the Securities Exchange Act of 1934, state securities law or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse Shareholder for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Shareholder. (g) Shareholder will, if Shares held by such Shareholder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Shareholders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Shareholder and stated to be specifically for use therein. (h) Shareholder shall furnish to the Company such information regarding Shareholder, the Shares held by Shareholder, and the distribution proposed by Shareholder as the Company may request in writing and as shall be required in connection with any registration referred to in this Agreement. (i) The registration rights granted to Shareholder in this Section shall expire at such time (if ever) as Shareholder is free to sell the Shares under Rule 144 promulgated under the Securities Act (or any successor thereto) without limitation as to volume or manner of sale restrictions.

Appears in 7 contracts

Samples: Stock Rights Agreement (Paetec Corp), Stock Rights Agreement (Paetec Corp), Stock Rights Agreement (Paetec Corp)

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Piggy-Back Registration Rights. If (abut without any obligation to do so) If at any time or from time to time the Company shall determine to register (a "Company Registration") any of its equity securities, either securities for its own account or the account of a security holder or holders for any other person (other than a registration under the Act of securities relating shares issued in connection with any acquisition of any entity or business, shares issuable solely upon the exercise of stock options, or shares issuable solely pursuant to employee benefit plans or to effect a merger arrangements, including registration statements on Form S-4, S-8 or other reorganizationany successor form), the Company will shall do the foxxxxxxx: (i) promptly give to Shareholder the Holder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to register or qualify such securities under the applicable blue sky or other state securities laws); and, upon (ii) include among the securities which it then registers or qualifies all Registrable Securities (as defined below) specified in a written request of Shareholderor requests, include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Shares specified in the written request made within 10 business fifteen (15) days after receipt of such the written notice from the Company. (b) If , by the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company Holder. The Holder shall so advise Shareholder as a part of the written notice given to Shareholder. In such event have the right of any Shareholder to registration pursuant to this Section 6 shall be conditioned upon Shareholder's participation in such underwriting, and the withdraw its request for inclusion of Shares its Registrable Securities in the underwriting shall be limited to the extent provided herein. Shareholder (together with the Company and the other holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting any registration statement by the Company. Notwithstanding any other provision of this Section 6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may exclude some or all of the Shares or securities of other holders of similar registration rights from such registration. The Company shall so advise Shareholder and other stockholders distributing their securities through such underwriting, and the number of Shares or securities of other holders of similar registration rights that may be included in the registration and underwriting, as determined by the managing underwriter, shall be allocated on a pro rata basis. If Shareholder disapproves of the terms of any such underwriting, Shareholder may elect to withdraw therefrom by giving written notice to the Company and the managing underwriterof its request to withdraw. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall continue to be subject to the terms of this Section. (c) The Company shall have the right to terminate or may withdraw a Company Registration at any registration initiated by it under this Section 6 time prior to the effectiveness of such registration time it becomes effective whether or not Shareholder the Holder has elected to include securities Registrable Securities (as defined below) in such registration. (d) All expenses associated with the registration (including, without limitation, registration, qualification and filing fees, printing expenses, blue sky fees, and fees and disbursements . For purposes of counsel and accountants for the Company) shall be borne by the Company. Selling expenses, including underwriters' discounts, shall be borne by Shareholder pro rata in proportion to the number of securities being registered. (e) In the case of each registration under this SectionWarrant, the Company will: term "Registrable Securities" shall mean all shares of Common Stock issued and issuable upon exercise of the Warrant; provided however, that shares of Common Stock which are "Registrable Securities" shall cease to be Registrable Securities (ia) prepare and file upon any sale pursuant to a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least 45 days or until under the distribution described in the registration statement has been completedAct, whichever first occurs; (iiSection 4(1) furnish to Shareholder such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as Shareholder may reasonably request in order to facilitate the public offering of the Shares; and (iii) use its best efforts to register and qualify the securities covered by such registration statement under such other securities Act or blue sky laws of such jurisdictions as shall be reasonably requested by Shareholder, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify as a foreign corporation or as a dealer in securities or to file a general consent to service of process in any such states or jurisdictions in which it has not already done so and except as may be required by the Securities Act. (f) The Company will indemnify Shareholder against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act of 1933, the Securities Exchange Act of 1934, state securities law or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse Shareholder for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Shareholder. (g) Shareholder will, if Shares held by such Shareholder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Shareholders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Shareholder and stated to be specifically for use therein. (h) Shareholder shall furnish to the Company such information regarding Shareholder, the Shares held by Shareholder, and the distribution proposed by Shareholder as the Company may request in writing and as shall be required in connection with any registration referred to in this Agreement. (i) The registration rights granted to Shareholder in this Section shall expire at such time (if ever) as Shareholder is free to sell the Shares under Rule 144 promulgated under the Securities Act or (b) at such time as such shares of Common Stock are freely saleable under Rule 144(k) promulgated under the Act (or any a successor thereto) without limitation as to volume or manner of sale restrictionsprovision).

Appears in 4 contracts

Samples: Stock Purchase Warrant (Nextera Enterprises Inc), Stock Purchase Warrant (Nextera Enterprises Inc), Stock Purchase Warrant (Nextera Enterprises Inc)

Piggy-Back Registration Rights. If (abut without any obligation to do so) If at any time or from time to time the Company shall determine to register (a "Company Registration") any of its equity securities, either securities for its own account or the account of a security holder or holders for any other person (other than a registration under the Act of securities relating shares issued in connection with any acquisition of any entity or business, shares issuable solely upon the exercise of stock options, or shares issuable solely pursuant to employee benefit plans or to effect a merger arrangements, including registration statements on Form X-0, X-0 or other reorganizationany successor form), the Company will shall do the following: (i) promptly give to Shareholder the Holder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to register or qualify such securities under the applicable blue sky or other state securities laws); and, upon (ii) include among the securities which it then registers or qualifies all Registrable Securities (as defined below) specified in a written request of Shareholderor requests, include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Shares specified in the written request made within 10 business fifteen (15) days after receipt of such the written notice from the Company. (b) If , by the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company Holder. The Holder shall so advise Shareholder as a part of the written notice given to Shareholder. In such event have the right of any Shareholder to registration pursuant to this Section 6 shall be conditioned upon Shareholder's participation in such underwriting, and the withdraw its request for inclusion of Shares its Registrable Securities in the underwriting shall be limited to the extent provided herein. Shareholder (together with the Company and the other holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting any registration statement by the Company. Notwithstanding any other provision of this Section 6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may exclude some or all of the Shares or securities of other holders of similar registration rights from such registration. The Company shall so advise Shareholder and other stockholders distributing their securities through such underwriting, and the number of Shares or securities of other holders of similar registration rights that may be included in the registration and underwriting, as determined by the managing underwriter, shall be allocated on a pro rata basis. If Shareholder disapproves of the terms of any such underwriting, Shareholder may elect to withdraw therefrom by giving written notice to the Company and the managing underwriterof its request to withdraw. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall continue to be subject to the terms of this Section. (c) The Company shall have the right to terminate or may withdraw a Company Registration at any registration initiated by it under this Section 6 time prior to the effectiveness of such registration time it becomes effective whether or not Shareholder the Holder has elected to include securities Registrable Securities (as defined below) in such registration. (d) All expenses associated with the registration (including, without limitation, registration, qualification and filing fees, printing expenses, blue sky fees, and fees and disbursements . For purposes of counsel and accountants for the Company) shall be borne by the Company. Selling expenses, including underwriters' discounts, shall be borne by Shareholder pro rata in proportion to the number of securities being registered. (e) In the case of each registration under this SectionWarrant, the Company will: term "Registrable Securities" shall mean all shares of Common Stock issued and issuable upon exercise of the Warrant; provided however, that shares of Common Stock which are "Registrable Securities" shall cease to be Registrable Securities (ia) prepare and file upon any sale pursuant to a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least 45 days or until under the distribution described in the registration statement has been completedAct, whichever first occurs; (iiSection 4(1) furnish to Shareholder such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as Shareholder may reasonably request in order to facilitate the public offering of the Shares; and (iii) use its best efforts to register and qualify the securities covered by such registration statement under such other securities Act or blue sky laws of such jurisdictions as shall be reasonably requested by Shareholder, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify as a foreign corporation or as a dealer in securities or to file a general consent to service of process in any such states or jurisdictions in which it has not already done so and except as may be required by the Securities Act. (f) The Company will indemnify Shareholder against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act of 1933, the Securities Exchange Act of 1934, state securities law or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse Shareholder for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Shareholder. (g) Shareholder will, if Shares held by such Shareholder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Shareholders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Shareholder and stated to be specifically for use therein. (h) Shareholder shall furnish to the Company such information regarding Shareholder, the Shares held by Shareholder, and the distribution proposed by Shareholder as the Company may request in writing and as shall be required in connection with any registration referred to in this Agreement. (i) The registration rights granted to Shareholder in this Section shall expire at such time (if ever) as Shareholder is free to sell the Shares under Rule 144 promulgated under the Securities Act or (b) at such time as such shares of Common Stock are freely saleable under Rule 144(k) promulgated under the Act (or any a successor thereto) without limitation as to volume or manner of sale restrictionsprovision).

Appears in 4 contracts

Samples: Stock Purchase Warrant (Nextera Enterprises Inc), Stock Purchase Warrant (Nextera Enterprises Inc), Stock Purchase Warrant (Nextera Enterprises Inc)

Piggy-Back Registration Rights. (a) 3.1 If at any time or from time to time the Company shall determine proposes to register any of its equity securitiesfile, either for on its own account behalf or on behalf of any holder of Earthstone Common Stock or other securities of the account of Company, a security holder Registration Statement under the Securities Act on Form S-1 or holders (S-3 or similar forms available for use by the Company, other than pursuant to Section 2 of this Agreement or on Form S-8 in connection with a registration of securities relating solely to dividend reinvestment, employee benefit plans stock purchase, option, equity incentive, or to effect similar plan or on Form S-4 in connection with a merger merger, consolidation or other reorganization), the Company will promptly give to Shareholder written notice thereof and, upon the written request of Shareholder, include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Shares specified in the written request made within 10 business days after receipt of such written notice from the Company. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise Shareholder as give written notice to each Stockholder at least ten (10) days before the filing with the SEC of such Registration Statement. Such notice shall offer to include in such filing all or a part portion of the written notice given Registrable Securities owned by each Stockholder. If a Stockholder desires to Shareholder. In such event the right include all or a portion of any Shareholder to registration pursuant to this Section 6 shall be conditioned upon Shareholder's participation its Registrable Securities in such underwritingRegistration Statement, and the inclusion of Shares in the underwriting it shall be limited to the extent provided herein. Shareholder (together with the Company and the other holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may exclude some or all of the Shares or securities of other holders of similar registration rights from such registration. The Company shall so advise Shareholder and other stockholders distributing their securities through such underwriting, and the number of Shares or securities of other holders of similar registration rights that may be included in the registration and underwriting, as determined by the managing underwriter, shall be allocated on a pro rata basis. If Shareholder disapproves of the terms of any such underwriting, Shareholder may elect to withdraw therefrom by give written notice to the Company within three (3) business days after the date of mailing of such offer specifying the amount of Registrable Securities to be registered (for purposes of this Section 3, “Shares”). The Company shall thereupon include in such filing the Shares, subject to priorities in registration set forth in this Agreement, and the managing underwriter. Any securities excluded or withdrawn from subject to its right to withdraw such underwriting shall be withdrawn from such registrationfiling, and shall continue use its reasonable best efforts to effect the registration under the Securities Act of the Shares. 3.2 The right of a Stockholder to have Shares included in any Registration Statement in accordance with the provisions of this Section 3 shall be subject to the terms of this Section.following conditions: (c) 3.2.1 The Company shall have the right to terminate require that the Stockholder agree to refrain from offering or withdraw selling any registration initiated by shares of Earthstone Common Stock that it under owns which are not included in any such Registration Statement in accordance with this Section 6 prior 3 for any reasonable time period, not to exceed one hundred twenty (120) days, as may be specified by any managing underwriter of the offering to which such Registration Statement relates. 3.2.2 If (i) a registration pursuant to this Section 3 involves an underwritten offering of the securities being registered to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing under underwriting terms appropriate for such a transaction and (ii) the managing underwriter of such underwritten offering shall inform the Company and the Stockholders who have requested that their Shares be registered pursuant to this Section 3 by letter of its belief that the amount of Shares requested to be included in such registration exceeds the amount which can be sold in (or during the time of) such offering within a price range acceptable to the effectiveness Company, then the Company will include in such registration such amount of securities which the Company is so advised can be sold in (or during the time of) such offering as follows: first, the securities being offered by the Company for its own account; second, the Shares of the Stockholders which are requested to be included in such registration pro rata on the basis of the amount of such Shares so proposed to be sold and so requested to be included by such Stockholders; and third, the securities of the Company, if any, proposed to be included in the registration by any other holders of the Company’s securities (whether or not Shareholder has elected such holders have contractual rights to include such securities in such the registration). (d) All expenses associated 3.2.3 The Company shall furnish each Stockholder with the registration (including, without limitation, registration, qualification and filing fees, printing expenses, blue sky fees, and fees and disbursements of counsel and accountants for the Company) shall be borne by the Company. Selling expenses, including underwriters' discounts, shall be borne by Shareholder pro rata in proportion to the number of securities being registered. (e) In the case of each registration under this Section, the Company will: (i) prepare and file a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least 45 days or until the distribution described in the registration statement has been completed, whichever first occurs; (ii) furnish to Shareholder such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and Prospectus as such other documents as Shareholder Stockholder may reasonably request in order to facilitate the public offering sale and distribution of the its Shares; and (iii) use its best efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by Shareholder, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify as a foreign corporation or as a dealer in securities or to file a general consent to service of process in any such states or jurisdictions in which it has not already done so and except as may be required by the Securities Act. (f) The Company will indemnify Shareholder against all expenses3.3 Notwithstanding the foregoing, claims, losses, damages or liabilities (or actions in respect thereof), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act of 1933, the Securities Exchange Act of 1934, state securities law or any rule or regulation promulgated under such laws applicable to the Company in connection its sole discretion may determine not to file the Registration Statement or proceed with any such registration, qualification or compliance, and the Company will reimburse Shareholder for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Shareholder. (g) Shareholder will, if Shares held by such Shareholder are included in the securities offering as to which such registration the notice specified in Section 3.1 is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Shareholders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, given without liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Shareholder and stated to be specifically for use thereinStockholders. (h) Shareholder shall furnish to the Company such information regarding Shareholder, the Shares held by Shareholder, and the distribution proposed by Shareholder as the Company may request in writing and as shall be required in connection with any registration referred to in this Agreement. (i) The registration rights granted to Shareholder in this Section shall expire at such time (if ever) as Shareholder is free to sell the Shares under Rule 144 promulgated under the Securities Act (or any successor thereto) without limitation as to volume or manner of sale restrictions.

Appears in 3 contracts

Samples: Exchange Agreement (Earthstone Energy Inc), Exchange Agreement, Registration Rights Agreement (Earthstone Energy Inc)

Piggy-Back Registration Rights. (a) If at any time or from time to time In the event the Company shall determine proposes to register file a registration statement with the United States Securities and Exchange Commission ("SEC") pursuant to the Securities Act covering the public offering of any of its equity securities, either for its own account or the account of a security holder or holders stock (other than a registration of securities relating solely to employee the issuance of securities by the Company pursuant to a stock option, stock purchase or similar benefit plans plan or to effect a merger or other reorganizationan SEC Rule 145 transaction), the Company will shall promptly give to Shareholder each Purchaser written notice thereof and, upon the written request of Shareholder, include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Shares specified in the written request made within 10 business days after receipt of such written notice from the Company. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise Shareholder as a part of the written notice given to Shareholder. In such event the right of any Shareholder to registration pursuant to this Section 6 shall be conditioned upon Shareholder's participation in such underwriting, and the inclusion of Shares in the underwriting shall be limited to the extent provided herein. Shareholder (together with the Company and the other holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may exclude some or all of the Shares or securities of other holders of similar registration rights from such registration. The Company shall so advise Shareholder use all reasonable efforts to cause to be registered all of the Conversion Shares and other stockholders distributing their securities through Warrant Shares that each such underwriting, and the number of Shares or securities of other holders of similar registration rights that may Purchaser has requested to be included in the registration and underwriting, as determined by the managing underwriter, shall be allocated on a pro rata basis. If Shareholder disapproves of the terms of any such underwriting, Shareholder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall continue to be subject to the terms of this Section. (cb) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 6 prior to 1.4 before the effectiveness effective date of such registration registration, whether or not Shareholder any Purchaser has elected to include securities Conversion Shares and Warrant Shares in such registration. (d) . All expenses associated (other than underwriting discounts and commissions and stock transfer taxes and fees) incurred in connection with the a registration (pursuant to Section 1.4 including, without limitation, registration, filing and qualification and filing fees, printing expenses, blue sky printers' and accounting fees, and fees and disbursements of counsel and accountants for the Company) Company shall be borne by the Company. (c) If a registration of which the Company gives notice under this Section 1.4 is for an underwritten offering, then the Company shall so advise the Purchasers. Selling expensesIn such event, including underwriters' discounts, the right of any Purchaser to include such Purchaser's Conversion Shares and Warrant Shares in such registration shall be borne by Shareholder pro rata conditioned upon such Purchaser's participation in proportion such underwriting and the inclusion of such Purchaser's Conversion Shares and Warrant Shares in the underwriting to the extent provided herein. All Purchasers proposing to distribute their Conversion Shares and Warrant Shares through such underwriting shall enter into an underwriting agreement in customary form with the managing underwriters selected for such underwriting. Notwithstanding any other provision of this Agreement, if the managing underwriters advise the Company that marketing factors require a limitation of the number of securities being registeredConversion Shares to be underwritten or exclusion of the Conversion Shares and Warrant Shares, then the managing underwriters may exclude the Conversion Shares and Warrant Shares from the registration and the underwriting. If any Purchaser disapproves of the terms of any such underwriting, such Purchaser may elect to withdraw therefrom by written notice to the Company and the managing underwriters. Any Conversion Shares and Warrant Shares excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. (d) The covenants contained in Section 1.4 above shall survive the closing and shall be enforceable whether or not contained in a separate agreement. (e) In Notwithstanding any other provisions of this Agreement, if the case SEC sets forth a limitation on the number of each securities permitted to be registered on a particular registration under this Sectionstatement as a secondary offering, unless otherwise directed in writing by a Purchaser as to its Conversion Shares and Warrant Shares, the Company will: (i) prepare shall reduce the Conversion Shares and file Warrant Shares to be registered on a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least 45 days or until pro rata basis based on the distribution described in the registration statement has been completed, whichever first occurs; (ii) furnish to Shareholder such reasonable total number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as Shareholder may reasonably request in order to facilitate the public offering of the Shares; and (iii) use its best efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by Shareholder, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify as a foreign corporation or as a dealer in securities or to file a general consent to service of process in any such states or jurisdictions in which it has not already done so and except as may be required by the Securities Act. (f) The Company will indemnify Shareholder against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act of 1933, the Securities Exchange Act of 1934, state securities law or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse Shareholder for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Shareholder. (g) Shareholder will, if unregistered Conversion Shares held by such Shareholder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Shareholders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Shareholder and stated to be specifically for use thereinPurchasers). (h) Shareholder shall furnish to the Company such information regarding Shareholder, the Shares held by Shareholder, and the distribution proposed by Shareholder as the Company may request in writing and as shall be required in connection with any registration referred to in this Agreement. (i) The registration rights granted to Shareholder in this Section shall expire at such time (if ever) as Shareholder is free to sell the Shares under Rule 144 promulgated under the Securities Act (or any successor thereto) without limitation as to volume or manner of sale restrictions.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Nemus Bioscience, Inc.), Securities Purchase Agreement (Nemus Bioscience, Inc.), Securities Purchase Agreement (Nemus Bioscience, Inc.)

Piggy-Back Registration Rights. (a) If at any time or from time to time the Company shall determine to register any of its equity securities, either for its own account or the account of a security holder or holders (other than a registration of securities relating solely to employee benefit plans or to effect a merger or other reorganization), the Company will promptly give to Shareholder Purchaser written notice thereof and, upon the written request of ShareholderPurchaser, include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Shares specified in the written request made within 10 business days after receipt of such written notice from the Company. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise Shareholder Purchaser as a part of the written notice given to ShareholderPurchaser. In such event the right of any Shareholder Purchaser to registration pursuant to this Section 6 4 shall be conditioned upon ShareholderPurchaser's participation in such underwriting, and the inclusion of Shares in the underwriting shall be limited to the extent provided herein. Shareholder Purchaser (together with the Company and the other holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 64, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may exclude some or all of the Shares or securities of other holders of similar registration rights from such registration. The Company shall so advise Shareholder Purchaser and other stockholders distributing their securities through such underwriting, and the number of Shares or securities of other holders of similar registration rights that may be included in the registration and underwriting, as determined by the managing underwriter, shall be allocated on a pro rata basis. If Shareholder Purchaser disapproves of the terms of any such underwriting, Shareholder Purchaser may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall continue to be subject to the terms of this Section. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 6 4 prior to the effectiveness of such registration whether or not Shareholder Purchaser has elected to include securities in such registration. (d) All expenses associated with the registration (including, without limitation, registration, qualification and filing fees, printing expenses, blue sky fees, and fees and disbursements of counsel and accountants for the Company) shall be borne by the Company. Selling expenses, including underwritersUnderwriters' discountsdiscounts and related charges, shall be borne by Shareholder Purchaser pro rata in proportion to the number of securities being registered. (e) In the case of each registration under this Section, the Company will: (i) prepare and file a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least 45 days or until the distribution described in the registration statement has been completed, whichever first occurs; (ii) furnish to Shareholder Purchaser such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as Shareholder Purchaser may reasonably request in order to facilitate the public offering of the Shares; and (iii) use its best efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by ShareholderPurchaser, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify as a foreign corporation or as a dealer in securities or to file a general consent to service of process in any such states or jurisdictions in which it has not already done so and except as may be required by the Securities Act. (f) The Company will indemnify Shareholder Purchaser against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act of 1933, the Securities Exchange Act of 1934, state securities law or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse Shareholder Purchaser for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with written information relating to Purchaser furnished to the Company by an instrument duly executed by ShareholderPurchaser. (g) Shareholder Purchaser will, if Shares held by such Shareholder Purchaser are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such ShareholdersPurchasers, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information relating to Purchaser furnished to the Company by an instrument duly executed by Shareholder Purchaser and stated to be specifically for use therein, provided that in no event shall any indemnity under this Section 4(g) exceed the net proceeds from the offering received by Purchaser. (h) Shareholder If for any reason the indemnity set forth in paragraphs (f) or (g) above is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses (or actions in respect thereof), then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand in connection with statements or omissions which resulted in such losses, claims, damages, liabilities or expenses (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. Notwithstanding the foregoing, Purchaser shall not be required to contribute any amount in excess of the amount it would have been required to pay to an indemnified party if the indemnity under paragraph (g) hereof was available. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (i) Purchaser shall furnish to the Company such information regarding ShareholderPurchaser, the Shares held by ShareholderPurchaser, and the distribution proposed by Shareholder Purchaser as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration referred to in this Agreement. (ij) The registration rights granted to Shareholder Purchaser in this Section shall expire (a) at such time (if ever) as Shareholder Purchaser is free to sell the Shares under Rule 144 promulgated under the Securities Act (or any successor thereto) without limitation as to volume or manner of sale restrictions, and (b) Shares held by Purchaser constitute less than one percent (1%) of the outstanding shares of the common stock of the Company. The foregoing notwithstanding, Purchaser's registration rights under this Section 4 shall expire after the Company has offered Purchaser the cumulative opportunity to register all of the Shares in two registered offerings, irrespective of whether Purchaser elects to participate in these registrations.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Paetec Corp), Stock Purchase Agreement (Paetec Corp)

Piggy-Back Registration Rights. (a) If at any time or from time to time the Company shall determine to register any of its equity securities, either for its own account or the account of any officer or director who is a security holder or holders of Common Stock, other than: (other than i) a registration of securities relating solely to employee benefit plans plans; or (ii) a registration relating solely to effect a merger or other reorganization)transaction under Rule 145 under the Securities Act of 1933, the Company will promptly will: (i) give to Shareholder Holder written notice thereof andnotification thereof, upon including a statement as to whether the written request of Shareholder, offering will involve an underwriting; and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, any shares of Common Stock issued upon conversion of all the Shares of part of this Note (referred to in this Section 2.3 as "Registrable Securities") specified in the a written request or requests, made by Holder within 10 business twenty (20) days after receipt of such written notice from the Company. (b) . However, the Company shall have the right to terminate or withdraw a registration initiated under this Section 2.3 prior to the effectiveness of such registration whether or not Holder has elected to include Registrable Securities in such registration. If the registration of which the Company gives notice is for a registered public offering involving involves an underwriting, the Company shall so advise Shareholder as a part of the written notice given to Shareholder. In such event the right of any Shareholder Holder to registration pursuant to this Section 6 shall be is conditioned upon ShareholderXxxxxx's participation in such underwriting, underwriting and the inclusion of Shares the Registrable Securities in the underwriting shall be limited to the extent provided herein. Shareholder Holder shall (together with the Company and the any other holders shareholders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Companyunderwriter. Notwithstanding any other provision provisions of this Section 65, if the managing such underwriter determines that the marketing factors require a limitation of the number of shares to be underwritten, the managing underwritten such underwriter may exclude some or all of limit the Shares or securities of other holders of similar registration rights from Registrable Securities to be included in such registration. The Company shall so advise Shareholder Holder and any other stockholders distributing their securities through such shareholders participating in the underwriting, and the number of Shares or securities of other holders of similar registration rights shares that may be included in the registration and underwriting, as determined by the managing underwriter, shall be allocated on a pro rata basisamount Holder and the other shareholders in proportion as nearly as practicable, to the respective amounts of securities held by such persons at the time of filing the registration statement. The Company may round the number of shares allocated to Holder or other shareholder to the nearest one hundred (100) shares. If Shareholder Holder or other shareholder disapproves of the terms of any such underwriting, Shareholder it may elect to withdraw therefrom by written notice to the Company company and the managing to such underwriter. Any securities Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, the registration and shall continue to not be subject to the terms of this Section. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 6 transferred in a public distribution prior to ninety (90) days after the effectiveness effective date of such registration whether or not Shareholder has elected to include securities in such registration. (d) All expenses associated with the registration (including, without limitation, registration, qualification and filing fees, printing expenses, blue sky fees, and fees and disbursements of counsel and accountants for the Company) shall be borne by the Company. Selling expenses, including underwriters' discounts, shall be borne by Shareholder pro rata in proportion to the number of securities being registered. (e) In the case of each registration under this Section, the Company will: (i) prepare and file a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least 45 days or until the distribution described in the registration statement has been completedrelating thereto, whichever first occurs; (ii) furnish to Shareholder such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and or such other documents as Shareholder may reasonably request in order to facilitate the public offering shorter period of the Shares; and (iii) use its best efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by Shareholder, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify as a foreign corporation or as a dealer in securities or to file a general consent to service of process in any such states or jurisdictions in which it has not already done so and except as may be required by the Securities Act. (f) The Company will indemnify Shareholder against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act of 1933, the Securities Exchange Act of 1934, state securities law or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse Shareholder for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Shareholder. (g) Shareholder will, if Shares held by such Shareholder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Shareholders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Shareholder and stated to be specifically for use therein. (h) Shareholder shall furnish to the Company such information regarding Shareholder, the Shares held by Shareholder, and the distribution proposed by Shareholder time as the Company underwriters may request in writing and as shall be required in connection with any registration referred to in this Agreementrequire. (i) The registration rights granted to Shareholder in this Section shall expire at such time (if ever) as Shareholder is free to sell the Shares under Rule 144 promulgated under the Securities Act (or any successor thereto) without limitation as to volume or manner of sale restrictions.

Appears in 1 contract

Samples: Convertible Promissory Note (RICHFIELD OIL & GAS Co)

Piggy-Back Registration Rights. If (abut without any obligation to do so) If at any time or from time to time the Company shall determine to register (a "Company Registration") any of its equity securities, either securities for its own account or the account of a security holder or holders for any other person (other than a registration under the Act of securities relating shares issued in connection with any acquisition of any entity or business, shares issuable solely upon the exercise of stock options, or shares issuable solely pursuant to employee benefit plans or to effect a merger arrangements, including registration statements on Form S-4, S-8 or other reorganizationany successor form), the Company will shall do the folxxxxxx: (i) promptly give to Shareholder the Holder written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to register or qualify such securities under the applicable blue sky or other state securities laws); and, upon (ii) include among the securities which it then registers or qualifies all Registrable Securities (as defined below) specified in a written request of Shareholderor requests, include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Shares specified in the written request made within 10 business fifteen (15) days after receipt of such the written notice from the Company. (b) If , by the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company Holder. The Holder shall so advise Shareholder as a part of the written notice given to Shareholder. In such event have the right of any Shareholder to registration pursuant to this Section 6 shall be conditioned upon Shareholder's participation in such underwriting, and the withdraw its request for inclusion of Shares its Registrable Securities in the underwriting shall be limited to the extent provided herein. Shareholder (together with the Company and the other holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting any registration statement by the Company. Notwithstanding any other provision of this Section 6, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may exclude some or all of the Shares or securities of other holders of similar registration rights from such registration. The Company shall so advise Shareholder and other stockholders distributing their securities through such underwriting, and the number of Shares or securities of other holders of similar registration rights that may be included in the registration and underwriting, as determined by the managing underwriter, shall be allocated on a pro rata basis. If Shareholder disapproves of the terms of any such underwriting, Shareholder may elect to withdraw therefrom by giving written notice to the Company and the managing underwriterof its request to withdraw. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall continue to be subject to the terms of this Section. (c) The Company shall have the right to terminate or may withdraw a Company Registration at any registration initiated by it under this Section 6 time prior to the effectiveness of such registration time it becomes effective whether or not Shareholder the Holder has elected to include securities Registrable Securities (as defined below) in such registration. (d) All expenses associated with the registration (including, without limitation, registration, qualification and filing fees, printing expenses, blue sky fees, and fees and disbursements . For purposes of counsel and accountants for the Company) shall be borne by the Company. Selling expenses, including underwriters' discounts, shall be borne by Shareholder pro rata in proportion to the number of securities being registered. (e) In the case of each registration under this SectionWarrant, the Company will: term "Registrable Securities" shall mean all shares of Common Stock issued and issuable upon exercise of the Warrant; provided however, that shares of Common Stock which are "Registrable Securities" shall cease to be Registrable Securities (ia) prepare and file upon any sale pursuant to a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least 45 days or until under the distribution described in the registration statement has been completedAct, whichever first occurs; (iiSection 4(1) furnish to Shareholder such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as Shareholder may reasonably request in order to facilitate the public offering of the Shares; and (iii) use its best efforts to register and qualify the securities covered by such registration statement under such other securities Act or blue sky laws of such jurisdictions as shall be reasonably requested by Shareholder, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify as a foreign corporation or as a dealer in securities or to file a general consent to service of process in any such states or jurisdictions in which it has not already done so and except as may be required by the Securities Act. (f) The Company will indemnify Shareholder against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act of 1933, the Securities Exchange Act of 1934, state securities law or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse Shareholder for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Shareholder. (g) Shareholder will, if Shares held by such Shareholder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Shareholders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Shareholder and stated to be specifically for use therein. (h) Shareholder shall furnish to the Company such information regarding Shareholder, the Shares held by Shareholder, and the distribution proposed by Shareholder as the Company may request in writing and as shall be required in connection with any registration referred to in this Agreement. (i) The registration rights granted to Shareholder in this Section shall expire at such time (if ever) as Shareholder is free to sell the Shares under Rule 144 promulgated under the Securities Act or (b) at such time as such shares of Common Stock are freely saleable under Rule 144(k) promulgated under the Act (or any a successor thereto) without limitation as to volume or manner of sale restrictionsprovision).

Appears in 1 contract

Samples: Stock Purchase Warrant (Nextera Enterprises Inc)

Piggy-Back Registration Rights. (a) If at any time or from time to time the Company shall determine to register any of its equity securities, either for its own account or the account of a security holder or holders (other than a registration of securities relating solely to employee benefit plans or to effect a merger or other reorganization), the Company will promptly give to Shareholder written notice thereof and, upon the written request of Shareholder, include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Class B Shares specified in the written request made within 10 business days after receipt of such written notice from the Company. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise Shareholder as a part of the written notice given to Shareholder. In such event the right of any Shareholder to registration pursuant to this Section 6 shall be conditioned upon Shareholder's participation in such underwriting, and the inclusion of Class B Shares in the underwriting shall be limited to the extent provided herein. Shareholder (together with the Company and the other holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 6Section, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may exclude some or all of the Class B Shares or securities of other holders of similar registration rights from such registration. The Company shall so advise Shareholder and other stockholders distributing their securities through such underwriting, and the number of Class B Shares or securities of other holders of similar registration rights that may be included in the registration and underwriting, as determined by the managing underwriter, shall be allocated on a pro rata basis. If Shareholder disapproves of the terms of any such underwriting, Shareholder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall continue to be subject to the terms of this Section. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 6 prior to the effectiveness of such registration whether or not Shareholder has elected to include securities in such registration. (d) All expenses associated with the registration (including, without limitation, registration, qualification and filing fees, printing expenses, blue sky fees, and fees and disbursements of counsel and accountants for the Company) shall be borne by the Company. Selling expenses, including underwriters' discounts, shall be borne by Shareholder pro rata in proportion to the number of securities being registered. (e) In the case of each registration under this Section, the Company will: (i) prepare and file a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least 45 days or until the distribution described in the registration statement has been completed, whichever first occurs; (ii) furnish to Shareholder such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as Shareholder may reasonably request in order to facilitate the public offering of the Class B Shares; and (iii) use its best efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by Shareholder, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify as a foreign corporation or as a dealer in securities or to file a general consent to service of process in any such states or jurisdictions in which it has not already done so and except as may be required by the Securities Act. (f) The Company will indemnify Shareholder against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act of 1933, the Securities Exchange Act of 1934, state securities law or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse Shareholder for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Shareholder. (g) Shareholder will, if Class B Shares held by such Shareholder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Shareholders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Shareholder and stated to be specifically for use therein. (h) Shareholder shall furnish to the Company such information regarding Shareholder, the Class B Shares held by Shareholder, and the distribution proposed by Shareholder as the Company may request in writing and as shall be required in connection with any registration referred to in this Agreement. (i) The registration rights granted to Shareholder in this Section shall expire at such time (if ever) as Shareholder is free to sell the Class B Shares under Rule 144 promulgated under the Securities Act (or any successor thereto) without limitation as to volume or manner of sale restrictions.

Appears in 1 contract

Samples: Stock Rights Agreement (Paetec Corp)

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Piggy-Back Registration Rights. (a) If at any time or from time to time the Company shall determine to register any of its equity securities, either for its own account or the account of a security holder or holders (other than a registration of securities relating solely to employee benefit plans or to effect a merger or other reorganization), the Company will promptly give to Shareholder written notice thereof and, upon the written request of Shareholder, include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Class A Shares specified in the written request made within 10 business days after receipt of such written notice from the Company. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise Shareholder as a part of the written notice given to Shareholder. In such event the right of any Shareholder to registration pursuant to this Section 6 shall be conditioned upon Shareholder's participation in such underwriting, and the inclusion of Class A Shares in the underwriting shall be limited to the extent provided herein. Shareholder (together with the Company and the other holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 6Section, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may exclude some or all of the Class A Shares or securities of other holders of similar registration rights from such registration. The Company shall so advise Shareholder and other stockholders distributing their securities through such underwriting, and the number of Class A Shares or securities of other holders of similar registration rights that may be included in the registration and underwriting, as determined by the managing underwriter, shall be allocated on a pro rata basis. If Shareholder disapproves of the terms of any such underwriting, Shareholder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall continue to be subject to the terms of this Section. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 6 prior to the effectiveness of such registration whether or not Shareholder has elected to include securities in such registration. (d) All expenses associated with the registration (including, without limitation, registration, qualification and filing fees, printing expenses, blue sky fees, and fees and disbursements of counsel and accountants for the Company) shall be borne by the Company. Selling expenses, including underwriters' discounts, shall be borne by Shareholder pro rata in proportion to the number of securities being registered. (e) In the case of each registration under this Section, the Company will: (i) prepare and file a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least 45 days or until the distribution described in the registration statement has been completed, whichever first occurs; (ii) furnish to Shareholder such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as Shareholder may reasonably request in order to facilitate the public offering of the Class A Shares; and (iii) use its best efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by Shareholder, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify as a foreign corporation or as a dealer in securities or to file a general consent to service of process in any such states or jurisdictions in which it has not already done so and except as may be required by the Securities Act. (f) The Company will indemnify Shareholder against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act of 1933, the Securities Exchange Act of 1934, state securities law or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse Shareholder for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Shareholder. (g) Shareholder will, if Class A Shares held by such Shareholder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Shareholders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Shareholder and stated to be specifically for use therein. (h) Shareholder shall furnish to the Company such information regarding Shareholder, the Class A Shares held by Shareholder, and the distribution proposed by Shareholder as the Company may request in writing and as shall be required in connection with any registration referred to in this Agreement. (i) The registration rights granted to Shareholder in this Section shall expire at such time (if ever) as Shareholder is free to sell the Class A Shares under Rule 144 promulgated under the Securities Act (or any successor thereto) without limitation as to volume or manner of sale restrictions.

Appears in 1 contract

Samples: Stock Rights Agreement (Paetec Corp)

Piggy-Back Registration Rights. (a) If at any time or from time to time the Company shall determine to register any of its equity securities, either for its own account or the account of a security holder or holders (other than a registration of securities relating solely to employee benefit plans or to effect a merger or other reorganization), the Company will promptly give to Shareholder Purchaser written notice thereof and, upon the written request of ShareholderPurchaser, include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Shares specified in the written request made within 10 business days after receipt of such written notice from the Company. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise Shareholder Purchaser as a part of the written notice given to ShareholderPurchaser. In such event the right of any Shareholder Purchaser to registration pursuant to this Section 6 9 shall be conditioned upon ShareholderPurchaser's participation in such underwriting, and the inclusion of Shares in the underwriting shall be limited to the extent provided herein. Shareholder Purchaser (together with the Company and the other holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 69, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may exclude some or all of the Shares or securities of other holders of similar registration rights from such registration. The Company shall so advise Shareholder Purchaser and other stockholders distributing their securities through such underwriting, and the number of Shares or securities of other holders of similar registration rights that may be included in the registration and underwriting, as determined by the managing underwriter, shall be allocated on a pro rata basis. If Shareholder Purchaser disapproves of the terms of any such underwriting, Shareholder Purchaser may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall continue to be subject to the terms of this Section. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 6 9 prior to the effectiveness of such registration whether or not Shareholder Purchaser has elected to include securities in such registration. (d) All expenses associated with the registration (including, without limitation, registration, qualification and filing fees, printing expenses, blue sky fees, and fees and disbursements of counsel and accountants for the Company) shall be borne by the Company. Selling expenses, including underwriters' discounts, shall be borne by Shareholder Purchaser pro rata in proportion to the number of securities being registered. (e) In the case of each registration under this Section, the Company will: (i) prepare and file a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least 45 days or until the distribution described in the registration statement has been completed, whichever first occurs; (ii) furnish to Shareholder Purchaser such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as Shareholder Purchaser may reasonably request in order to facilitate the public offering of the Shares; and (iii) use its best efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by ShareholderPurchaser, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify as a foreign corporation or as a dealer in securities or to file a general consent to service of process in any such states or jurisdictions in which it has not already done so and except as may be required by the Securities Act. (f) The Company will indemnify Shareholder Purchaser against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act of 1933, the Securities Exchange Act of 1934, state securities law or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse Shareholder Purchaser for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by ShareholderPurchaser. (g) Shareholder Purchaser will, if Shares held by such Shareholder Purchaser are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such ShareholdersPurchasers, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Shareholder Purchaser and stated to be specifically for use therein. (h) Shareholder Purchaser shall furnish to the Company such information regarding ShareholderPurchaser, the Shares held by ShareholderPurchaser, and the distribution proposed by Shareholder Purchaser as the Company may request in writing and as shall be required in connection with any registration referred to in this Agreement. (i) The registration rights granted to Shareholder Purchaser in this Section shall expire at such time (if ever) as Shareholder Purchaser is free to sell the Shares under Rule 144 promulgated under the Securities Act (or any successor thereto) without limitation as to volume or manner of sale restrictions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Paetec Corp)

Piggy-Back Registration Rights. (a) If at any time or from time to time the Company shall determine to register any of its equity securities, either for its own account or the account of a security holder or holders (other than a registration of securities relating solely to employee benefit plans or to effect a merger or other reorganization), the Company will promptly give to Shareholder written notice thereof and, upon the written request of Shareholder, include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Shares specified in the written request made within 10 business days after receipt of such written notice from the Company. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise Shareholder as a part of the written notice given to Shareholder. In such event the right of any Shareholder to registration pursuant to this Section 6 3 shall be conditioned upon Shareholder's participation in such underwriting, and the inclusion of Shares in the underwriting shall be limited to the extent provided herein. Shareholder (together with the Company and the other holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 63, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may exclude some or all of the Shares or securities of other holders of similar registration rights from such registration. The Company shall so advise Shareholder and other stockholders distributing their securities through such underwriting, and the number of Shares or securities of other holders of similar registration rights that may be included in the registration and underwriting, as determined by the managing underwriter, shall be allocated on a pro rata basis. If Shareholder disapproves of the terms of any such underwriting, Shareholder may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall continue to be subject to the terms of this Section. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 6 3 prior to the effectiveness of such registration whether or not Shareholder has elected to include securities in such registration. (d) All expenses associated with the registration (including, without limitation, registration, qualification and filing fees, printing expenses, blue sky fees, and fees and disbursements of counsel and accountants for the Company) shall be borne by the Company. Selling expenses, including underwriters' discounts, shall be borne by Shareholder pro rata in proportion to the number of securities being registered. (e) In the case of each registration under this Section, the Company will: (i) prepare and file a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least 45 days or until the distribution described in the registration statement has been completed, whichever first occurs; (ii) furnish to Shareholder such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as Shareholder may reasonably request in order to facilitate the public offering of the Shares; and (iii) use its best efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by Shareholder, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify as a foreign corporation or as a dealer in securities or to file a general consent to service of process in any such states or jurisdictions in which it has not already done so and except as may be required by the Securities Act. (f) The Company will indemnify Shareholder against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act of 1933, the Securities Exchange Act of 1934, state securities law or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse Shareholder for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Shareholder. (g) Shareholder will, if Shares held by such Shareholder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such Shareholders, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by Shareholder and stated to be specifically for use therein. (h) Shareholder shall furnish to the Company such information regarding Shareholder, the Shares held by Shareholder, and the distribution proposed by Shareholder as the Company may request in writing and as shall be required in connection with any registration referred to in this Agreement. (i) The registration rights granted to Shareholder in this Section shall expire at such time (if ever) as Shareholder is free to sell the Shares under Rule 144 promulgated under the Securities Act (or any successor thereto) without limitation as to volume or manner of sale restrictions.

Appears in 1 contract

Samples: Stock Purchase Agreement (Paetec Corp)

Piggy-Back Registration Rights. (a) If at any time or from time to time after the completion of the initial public offering of shares of the Class A Common Stock, the Company shall determine to register any of its equity securities, either for its own account or the account of a security holder or holders (other than a registration of securities on Form S-8 relating solely to employee benefit or stock plans or a registration on Form S-4 to effect a merger or other reorganization), the Company will shall promptly give to Shareholder the Purchasers written notice thereof and, upon the written request of Shareholdera Purchaser made within 10 business days after receipt of such written notice from the Company, and subject to paragraph (b) below, shall include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Shares held by such Purchaser specified in the written request made within 10 business days after receipt of such written notice from the Companyrequest. (b) If the registration of which the Company gives notice is for a registered public offering for the account of the Company or a security holder (such security holder, an "Initiating Holder") involving an underwriting, the Company shall so advise Shareholder the Purchasers as a part of the written notice given to Shareholderthe Purchasers pursuant to Section 1(a). In such event the right of any Shareholder Purchaser to registration pursuant to this Section 6 1 shall be conditioned upon Shareholdersuch Purchaser's participation in such underwriting, and the inclusion of Registrable Shares held by such Purchaser in the underwriting shall be limited to the extent provided herein. Shareholder Each Purchaser desiring to participate in such an offering (together with the Company and the other security holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 61, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may exclude some or all of the Registrable Shares or securities of other holders of similar registration rights granted by the Company from such registrationregistration in accordance with the succeeding sentence. The In such event and provided the managing underwriter has so notified the Company in writing, the securities to be included in such offering shall so advise Shareholder and other stockholders distributing their consist of (i) first, any securities through such underwritingthe Company or the Initiating Holder, as the case may be, proposes to sell, and (ii) second, the number of Registrable Shares or securities of other holders of similar registration rights that may the Purchasers requested to be included in such registration that, in the registration and underwriting, as determined by opinion of the managing underwriter, shall can be sold without jeopardizing the success of the offering of all the securities that the Company or the Initiating Holder, as the case may be, desires to sell for its own account, such amount to be allocated on a pro rata basisbasis among the Purchasers who have requested their securities be so included based on the number of Registrable Shares that each Purchaser has requested to be so included; provided that, in the event another person has duly requested pursuant to an agreement with the Company that the Company register other securities of the Company and such request has not been withdrawn, the Purchasers and such other person shall be included in such registration pro rata based on the number of securities the Purchasers and such other person have requested to be so included. If Shareholder any Purchaser disapproves of the terms of any such underwriting, Shareholder such Purchaser may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall continue to be subject to the terms of this SectionAgreement. (c) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 6 1 prior to the effectiveness of such registration whether or not Shareholder any Purchaser has elected to include securities in such registration; provided, however, that any such termination or withdrawal shall not relieve the Company from its obligation to pay expenses of the Purchasers pursuant to Section 1(d). (d) All expenses associated with the any registration hereunder (including, without limitation, registration, qualification and filing fees, printing expenses, blue sky fees, and fees and disbursements of counsel and accountants for the Company) shall be borne by the Company. Selling expensesNotwithstanding the foregoing, including the Company shall not be obligated to pay any fees or disbursements of counsel to any Purchaser, and underwriters' discounts, discounts and commissions shall be borne by Shareholder the participating Purchasers pro rata in proportion to the number of securities being registered. (e) In the case of each registration under this SectionSection 1, the Company willshall: (i) prepare and file with the Securities and Exchange Commission a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least 45 days or until the distribution described in the registration statement has been completed, whichever first occursoccurs (provided that before filing a registration statement or prospectus or any amendments or supplements thereto, the Company shall furnish to a single counsel to the Purchasers copies of all such documents proposed to be filed, which documents shall be subject to the review and, as to any information relating to the Purchasers or the proposed plan of distribution of the Registrable Shares, comment of such counsel); (ii) furnish to Shareholder participating Purchasers such reasonable number of copies of the registration statement, preliminary prospectus, final prospectus and such other documents as Shareholder such Purchasers may reasonably request in order to facilitate the public offering of the Shares; andRegistrable Shares included in such registration; (iii) use its best efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by Shareholderparticipating Purchasers, to take all actions which may be reasonably necessary to keep such registration or qualification in effect for so long as such registration statement remains in effect, and take any other action which may be reasonably necessary or advisable to enable the Purchasers to consummate the disposition in such jurisdictions of the Registrable Shares included in such registration, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify as a foreign corporation or as a dealer in securities or to file a general consent to service of process in any such states or jurisdictions in which it has not already done so and except as may be required by the Securities Act of 1933, as amended (the "Securities Act"); (iv) immediately notify the Purchasers at any time when the Company becomes aware that a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made, and at the request of the Purchasers promptly prepare and furnish to the Purchasers a reasonable number of copies of a supplement or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (v) provide a transfer agent and registrar for all Registrable Shares covered by such registration statement no later than the effective date of such registration statement; and (vi) list all Registrable Shares covered by such registration statement on any securities exchange on which any of the same class of common stock of the Company is then listed. (f) The Company will shall indemnify Shareholder participating Purchasers and each person, if any, who controls such Purchasers within the meaning of the Securities Act against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, statement or prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act of 1933, the Securities Exchange Act of 1934, state securities law or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, qualification or compliance, and the Company will shall reimburse Shareholder such Purchasers for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will shall not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with written information relating to a Purchaser furnished to the Company or any underwriter by an instrument duly executed by Shareholdersuch Purchaser for inclusion in any registration statement or prospectus, or any amendment or supplement thereto. (g) Shareholder willEach Purchaser shall, if Registrable Shares held by such Shareholder Purchaser are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement and each person, if any, who controls the Company or such underwriter against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, statement or prospectus, offering circular or other documentany amendment or supplement thereto, incident to any such registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances in which they were made, not misleading, and will shall reimburse the Company, such Shareholders, such directors, officers, persons, underwriters or and control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, statement or prospectus, offering circular or other document in such amendment or supplement thereto, in reliance upon and in conformity with written information relating to such Purchaser furnished to the Company or any underwriter by an instrument duly executed such Purchaser for inclusion therein; provided that the obligations to indemnify shall be individual, not joint and several, for each Purchaser and shall be limited to the net amount of proceeds received by Shareholder and stated such Purchaser from the sale of Registrable Shares pursuant to be specifically for use thereinsuch registration statement. (h) Shareholder If for any reason the indemnity set forth in paragraphs (f) or (g) above is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses (or actions in respect thereof), then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand in connection with statements or omissions which resulted in such losses, claims, damages, liabilities or expenses (or actions in respect thereof), as well as any other relevant equitable considerations, subject to the liability limitations set forth in the proviso in the last sentence of paragraph (g) above. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. Notwithstanding the foregoing, a Purchaser shall not be required to contribute any amount in excess of the amount it would have been required to pay to an indemnified party if the indemnity under paragraph (g) hereof were available. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (i) The provisions on indemnification and contribution contained in any underwriting agreement entered into in connection with any underwritten registration referred to in this Agreement shall supersede the provisions of paragraphs (f), (g) and (h) above with respect to the parties to such underwriting agreement. (j) Each Purchaser shall furnish to the Company such information regarding Shareholdersuch Purchaser, the Registrable Shares held by Shareholdersuch Purchaser, and the distribution proposed by Shareholder such Purchaser and such other information as shall be required by the Securities Act or the rules promulgated thereunder as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration referred to in this Agreement. (ik) The registration rights granted to Shareholder each Purchaser in this Section 1 shall expire as to such Purchaser at such time (if ever) as Shareholder is free to such Purchaser may sell the Registrable Shares held by such Purchaser under Rule 144 promulgated under the Securities Act (or any successor thereto) without limitation as to volume or manner volume. The foregoing notwithstanding, a Purchaser's registration rights under this Section 1 shall expire after the Company has offered such Purchaser the cumulative opportunity to register all of sale restrictionssuch Purchaser's Registrable Shares in two registered offerings, irrespective of whether such Purchaser elects to participate in such registered offerings.

Appears in 1 contract

Samples: Registration Rights Agreement (Paetec Corp)

Piggy-Back Registration Rights. (a) If at any time or from time to time the Company shall determine to register any of its equity securities, either for its own account or the account of a security holder or holders (other than a registration of securities relating solely to employee benefit plans or to effect a merger or other reorganization), the Company will promptly give to Shareholder Purchaser written notice thereof and, upon the written request of ShareholderPurchaser, include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Shares specified in the written request made within 10 business 15 days after receipt of such written notice from the Company. (b) If the registration of which the Company gives notice is for a registered public offering involving an underwriting, the Company shall so advise Shareholder Purchaser as a part of the written notice given to ShareholderPurchaser. In such event the right of any Shareholder Purchaser to registration pursuant to this Section 6 shall be conditioned upon ShareholderPurchaser's participation in such underwriting, and the inclusion of the Shares in the underwriting shall be limited to the extent provided herein. Shareholder Purchaser (together with the Company and the other holders distributing their securities through such underwriting) shall enter into an underwriting agreement in customary form with the managing underwriter selected for such underwriting by the Company. Notwithstanding any other provision of this Section 6Section, if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may exclude some or all of the Shares or securities of other holders of similar registration rights from such registration. The Company shall so advise Shareholder Purchaser and other stockholders distributing their securities through such underwriting, and the number of Shares or securities of other holders of similar registration rights that may be included in the registration and underwriting, as determined by the managing underwriter, shall be allocated on a pro rata basis. If Shareholder Purchaser disapproves of the terms of any such underwriting, Shareholder Purchaser may elect to withdraw therefrom by written notice to the Company and the managing underwriter. Any securities excluded or withdrawn from such underwriting shall be withdrawn from such registration, and shall continue to be subject to the terms of this Section. (c) If the Company hereafter grants rights to any shareholder to have its shares registered under the Securities Act, such grant of rights shall expressly be subject to the following "cut back" provision: "If the managing underwriter of any offering of the Company's securities determines that marketing factors require a limitation of the number of shares to be underwritten, the managing underwriter may exclude some or all of the shares of the party to whom registration rights are granted or securities of other holders of similar rights from such registration." (d) The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 6 prior to the effectiveness of such registration whether or not Shareholder Purchaser has elected to include securities in such registration. (de) All expenses associated with the registration (including, without limitation, registration, qualification and filing fees, printing expenses, blue sky fees, and fees and disbursements of counsel and accountants for the Company) shall be borne by the Company. Selling expenses, including underwritersUnderwriters' discountsdiscounts and related charges, shall be borne by Shareholder Purchaser pro rata in proportion to the number of securities being registered. (ef) In the case of each registration under this Section, the Company will: (i) prepare and file a registration statement with respect to such securities and use its best efforts to cause such registration statement to become and remain effective for at least 45 days or until the distribution described in the registration statement has been completed, whichever first occurs; (ii) furnish to Shareholder such Purchaser a reasonable number of copies of the registration statement, any amendment or supplement thereto, any preliminary or final prospectus, final any prospectus supplement, any correspondence with the Commission regarding such documents, and such other documents as Shareholder Purchaser may reasonably request in order to facilitate the public offering of the Shares; and; (iii) use its best efforts to register and qualify the securities covered by such registration statement under such other securities or blue sky laws of such jurisdictions as shall be reasonably requested by ShareholderPurchaser, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify as a foreign corporation or as a dealer in securities or to file a general consent to service of process in any such states or jurisdictions in which it has not already done so and except as may be required by the Securities Act; and (iv) otherwise take such other actions as are reasonably required to comply with all applicable rules and regulations of the Commission, and make available to its securities holders, as soon as reasonably practicable (but not earlier than such information would be required to be filed with the Commission under Sections 13, 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), an earnings statement covering the period of at least twelve months beginning with the first month of the first fiscal quarter after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act. (fg) The Company will indemnify Shareholder Purchaser and each person, if any, who controls Purchaser within the meaning of the Securities Act, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, or any violation by the Company of the Securities Act of 1933Act, the Securities Exchange Act of 1934Act, any state securities law or any rule or regulation promulgated under such laws applicable to the Company in connection with any such registration, qualification or compliance, and the Company will reimburse Shareholder Purchaser for any legal and any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission, or alleged untrue statement or omission, made in reliance upon and in conformity with written information relating to Purchaser furnished to the Company specifically for inclusion in the registration statement by an instrument duly executed by ShareholderPurchaser. (gh) Shareholder Purchaser will, if any of the Shares held by such Shareholder are included in the securities as to which such registration is being effected, indemnify the Company, each of its directors and officers, each underwriter, if any, of the Company's securities covered by such a registration statement against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, offering circular or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such ShareholdersPurchaser, such directors, officers, persons, underwriters or control persons for any legal or any other expenses reasonably incurred, as such expenses are incurred, in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information relating to Purchaser furnished to the Company specifically for inclusion in the registration statement by an instrument duly executed by Shareholder Purchaser and stated to be specifically for use therein, provided that in no event shall any indemnity under this Section exceed the net proceeds from the offering received by Purchaser. (i) If for any reason the indemnity set forth in paragraphs (f) or (g) above is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities or expenses (or actions in respect thereof), then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities or expenses (or actions in respect thereof) in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand in connection with statements or omissions which resulted in such losses, claims, damages, liabilities or expenses (or actions in respect thereof), as well as any other relevant equitable considerations. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. Notwithstanding the foregoing, Purchaser shall not be required to contribute any amount in excess of the amount it would have been required to pay to an indemnified party if the indemnity under paragraph (h) Shareholder above was available. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. (j) Purchaser shall furnish to the Company such information regarding ShareholderPurchaser, the Shares held by ShareholderPurchaser, and the distribution proposed by Shareholder Purchaser as the Company may reasonably request in writing and as shall be reasonably required in connection with any registration referred to in this Agreement. (ik) The registration rights granted to Shareholder Purchaser in this Section shall expire (a) at such time (if ever) as Shareholder Purchaser is free to sell the Shares under Rule 144 promulgated under the Securities Act (or any successor thereto) without limitation as to volume or manner of sale restrictions, and (b) Shares held by Purchaser constitute less than one percent (1%) of the outstanding shares of the common stock of the Company. The foregoing notwithstanding, Purchaser's registration rights under this Section 4 shall expire after the Company has offered Purchaser the cumulative opportunity to register all of the Shares in two registered offerings, irrespective of whether Purchaser elects to participate in these registrations. (l) In connection with the preparation and filing of each registration statement, or amendment or supplement thereto, under the Securities Act, the Company will grant Purchaser an opportunity to review and comment on such registration statement, or amendment or supplement thereto; provided, however, -------- ------- that Purchaser's comments on such registration statement, amendment or supplement shall be limited to information pertaining to Purchaser; provided, -------- further, that Purchaser shall conclude any review under this paragraph within ------- five business days of its receipt of such registration statement, amendment or supplement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Paetec Corp)

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