Common use of Piggy Back Registration Clause in Contracts

Piggy Back Registration. (a) Subject to Section 2.1 hereof, if the Company proposes to file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an underwritten equity offering by the Company for its own account or for the account of any of its respective security holders of any class of security (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, (ii) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggy-Back Registration”). The Company shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein.

Piggy Back Registration. (a) Subject to Section 2.1 hereof, if If the Company proposes to file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an underwritten equity offering of Common Stock by the Company for its own account or for the account of any of its respective security holders of any class of security (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, (ii) any registration statement filed in connection with a demand registration by a party other than a Demand Registration under this Agreement Rady Holder or (iiiii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holderssecurityholders), then the Company shall give written notice of such proposed filing to the Rady Holders as soon as practicable (but in no event less than ten (10) Business Days days before the anticipated filing date), and such notice shall offer such Rady Holders the opportunity to register such number of shares of Registrable Securities as each such Rady Holder may request (a “Rady Piggy-Back Registration”); provided, that if and so long as a Shelf Registration Statement is on file and effective, then the Company shall have no obligation to effect a Rady Piggy-Back Registration. The Company shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of Underwriter(s)of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Rady Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein.

Piggy Back Registration. (a) Subject to Section 2.1 hereof, if If the Company proposes to file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an underwritten equity any offering by the Company of its Common Stock for its own account or for the account of any of its respective security holders of any class of security securityholders (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, (iia) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or Agreement, (iiib) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (c) or a registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holderssecurityholders, (d) a registration incidental to an issuance of debt securities under Rule 144A or (e) a registration of securities solely relating to an offering and sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit plan arrangement, a dividend reinvestment plan, or a merger or consolidation) (a “Company Public Sale”), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) Business Days days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggy-Back Registration”); provided, that if and so long as a Shelf Registration Statement is on file and effective with respect to the Common Stock, then the Company shall have no obligation to effect a Piggy-Back Registration of Common Stock. Subject to Section 2.4, the Company shall include in such registration statement all such Registrable Securities that are requested to be included therein within fifteen (15) days after the receipt by such Holders of any such notice (or ten (10) Business Days in the case of a notice pursuant to a Shelf Registration Statement); provided, that if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company shall give written notice of such determination to each Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith) and (ii) in the case of a determination to delay registering, in the absence of a request for a Demand Registration, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. The Company shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein. Each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.

Piggy Back Registration. (a) Subject to Section 2.1 the terms and conditions hereof, if the Company proposes to file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an underwritten equity offering by the Company register any Common Stock for its own account or for the account of others at any time following the first anniversary of its respective security holders of any class of security the IPO (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, (ii) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) on a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed (ii) in connection with an exchange offer or offering of securities solely to the Company’s existing security holderssecurityholders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and practicable; such notice shall specify, at a minimum, the number of equity securities proposed to be registered, the proposed date of filing of such registration statement with the Commission, the proposed means of distribution and the proposed managing underwriter or underwriters (if any and if known) and offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggy-Back Registration”); provided, that if and so long as a Shelf Registration Statement is on file and effective, then the Company shall have no obligation to effect a Piggy-Back Registration. The Company Company, subject to the terms and conditions of this Agreement, shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed underwritten offering to permit the Registrable Securities equal to or greater than the Minimum Registration Amount held by the Holders requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar equity securities of the Company included therein. Participation in a Piggy-Back Registration as provided in this Section 2.2 shall not count as a Demand Registration for purposes of Section 2.1.

Piggy Back Registration. (a) Subject to Section 2.1 hereof, if If the Company proposes to file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an underwritten equity offering of Common Stock by the Company for its own account or for the account of any of its respective security holders of any class of security (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, (ii) any registration statement filed in connection with a demand registration by a party other than a Demand Registration under this Agreement Rady Holder or (iiiii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holderssecurityholders), then the Company shall give written notice of such proposed filing to the Rady Holders as soon as practicable (but in no event less than ten (10) Business Days days before the anticipated filing date), and such notice shall offer such Rady Holders the opportunity to register such number of shares of Registrable Securities as each such Rady Holder may request (a “Rady Piggy-Back Registration”); provided, that if and so long as a Shelf Registration Statement is on file and effective, then the Company shall have no obligation to effect a Rady Piggy-Back Registration. The Company shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Rady Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein.

Piggy Back Registration. (a) Subject to Section 2.1 hereof, if If the Company proposes to file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an underwritten equity offering by the Company for its own account (a "Primary Registration") or for the account of any of its respective security holders of any class of security -------------------- securityholders (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock capital stock for its own account as a result of the exercise of the exchange rights set forth in Section 8.6 of the Partnership Agreement, and covering the resale by the Holders of the shares of capital stock received in such exchange, or (ii) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s 's existing security holderssecurityholders) (a "Secondary --------- Registration"), then the Company shall give written notice of such proposed ------------ filing to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) Business Days days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “"Piggy-Back ---------- Registration”"). The Company shall use its commercially reasonable efforts to ------------ cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein.

Piggy Back Registration. (a) Subject to Section 2.1 If, at any time after the date hereof, if the Company proposes to file a registration statement register any of its stock or other securities under the Securities Act (or including in connection with a prospectus supplement Demand Registration pursuant to effect a takedown from an effective shelf registration statementSection 2.1 hereof) in connection with respect to an underwritten equity the public offering by the Company of such securities solely for cash, whether for its own account or for the account of any of its respective security holders of any class of security other Person (other than a registration relating solely to the sale of securities to participants in a Company stock plan, a registration on any form which does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities or a registration in which the only Company Stock being registered is Company Stock issuable upon conversion of debt or equity securities which are also being registered) (such registration, a “Company Registration”), the Company shall (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, (ii) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holders), then the Company shall promptly give each Stockholder written notice of such proposed filing to the Holders as soon as practicable registration (but in no event less than ten (10) Business Days before 20 days prior to the anticipated filing date), which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed Underwriter or Underwriters, if any, of the offering, (ii) offer to the holders of Registrable Securities (other than Oaktree if Oaktree is a Demanding Stockholder as to such registration) in such notice shall offer such Holders the opportunity to register the sale of such number of shares of Registrable Securities as each such Holder holders may request in writing within ten (10) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall , and (iii) subject to the provisions of Sections 2.4 and 2.6 (if applicable), use commercially its reasonable best efforts to cause the managing Underwriter or Underwriters include within such Registration Statement all of a proposed underwritten offering to permit the Registrable Securities that each such Stockholder has requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included thereinregistered.

Piggy Back Registration. (a) Subject to Section 2.1 hereof, if the Company proposes to file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an underwritten equity offering by the Company for its own account or for the account of any of its respective security holders of any class of security (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, (ii) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iiiii) a registration statement on Form S-4 or Form S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s 's existing security holders), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) Business Days days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “"Piggy-Back Registration”"). The Company shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 2.3 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration.

Piggy Back Registration. (a) Subject to Section 2.1 hereof2.3, if the Company proposes to file a registration statement Registration Statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an underwritten equity offering of Common Stock by the Company for its own account or for the account of any one more other stockholders of its respective security holders of any class of security the Company (other than (i) any registration statement the Registration Statement filed by the Company under the Securities Act relating pursuant to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, Section 2.1(a) or (ii) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holdersstockholders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within five (5) Business Days of receiving such notice (a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters underwriter(s) of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein. All Holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration shall (i) enter into an underwriting agreement in reasonable and customary form with the underwriter(s) selected by the Company for such Piggy-Back Registration and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents reasonably required under the terms of such underwriting agreement.

Piggy Back Registration. (a) Subject to Section 2.1 3.1 hereof, if the Company proposes to file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an underwritten equity offering by the Company for its own account or for the account of any of its respective security holders of any class of security (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, (ii) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holders), then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggy-Back Registration”). The Company shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein.

Piggy Back Registration. (a) Subject to Section 2.1 hereof, if If the Company proposes to file register (including for this purpose a registration statement effected by the Company for stockholders other than the Investor) any of its Common Stock under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) in connection with respect to an underwritten equity the public offering by the Company of such securities solely for its own account or for the account of any of its respective security holders of any class of security cash (other than (i) any a registration on Form S-8 (or similar or successor form) relating solely to the sale of securities to participants in a Company stock plan or to other compensatory arrangements to the extent includable on Form S-8 (or similar or successor form), (ii) a registration on Form S-4 (or similar or successor form), (iii) a shelf registration statement covering the offer and sale of securities from time to time in one or more offerings or (iv) unless a Registration Statement has not already been filed for the Registrable Securities, a registration in connection with a rights offering to existing securityholders of the Company), the Company shall, at such time, give the Investor written notice of such registration. Upon the written request of the Investor received by the Company within twenty (20) Trading Days after mailing of such notice by the Company, the Company shall use its best efforts to cause to be registered under the Securities Act relating all of the Registrable Securities that the Investor has requested to be registered; provided that the right of the Investor to have such Registrable Securities so registered shall be subordinated in all respects to the rights of any other holders of registration rights, whether now existing or to be granted in the future. The Company may grant any registration rights, including registration rights that are superior in priority to the piggy-back registration rights granted to the Investor pursuant to this Section 2.3, to third parties, as it deems to be in its best interest. Except as otherwise required pursuant to this Agreement, the Company shall have no obligation under this Section 2.3 to make any offering of its securities, or to complete an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, (ii) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) a registration statement on Form S-4 or S-8 (or any substitute form securities that it has proposed to make. The Investor may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holders), then the Company shall give withdraw its written notice of such proposed filing to the Holders as soon as practicable (registration at any time, but in no event less than ten (10) Business Days before the anticipated filing date), and such notice shall offer such Holders may not be reinstated if the opportunity twenty (20) day Trading Day period referred to register such number of shares of Registrable Securities as each such Holder may request (a “Piggy-Back Registration”). The Company shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included thereinabove has expired.

Piggy Back Registration. (a) Subject to Section 2.1 hereof, if If the Company proposes to file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an underwritten equity offering by the Company of its Registrable Securities (i) for its own account or for the account of any of its respective security holders of any class of security (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, (ii) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the CommissionSEC)), or (ii) or filed in connection with an exchange offer or offering for the account of securities solely to the Company’s existing security holders)any holders of its capital stock, then the Company shall give written notice of such proposed filing to the Holders each Holder and all transferees of any Stockholder to which a Stockholder shall have transferred any of its rights under this Section 2.2 (a "Piggyback Holder") as soon as practicable (but in no any event not less than ten (10) Business Days 20 days before the anticipated filing date), and such notice shall offer such Piggyback Holders the opportunity to register such number of any and all shares of Registrable Securities owned by such Piggyback Holders. If such Piggyback Holders wish to register securities of the same class or series as each the Company or such Holder may request (a “Piggy-Back Registration”). The Company holders, such registration shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities the registration of the Company's or such holders' securities (a "Piggy-Back Registration"). No registration effected under this Section 2.2 shall relieve the Company included thereinof its obligations to effect a Demand Registration to the extent required by Section 2.1 hereof; provided that no Piggyback Holder may participate in any Piggy-Back Registration or Demand Registration at a time when such Piggyback Holder owns Registrable Securities which are already registered under a then effective registration statement.

Piggy Back Registration. (a) Subject to Section 2.1 hereof, if If the Company proposes to ----------------------- file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an underwritten equity offering by the Company for its own account (a "Primary Registration") or for the account of any of its respective security holders securityholders of any class of security Common Stock (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock stock for its own account as a result of the exercise of the exchange rights set forth in Section 8.6 of the Partnership Agreement, and covering the resale by the Holders of the shares of common stock received in such exchange, or (ii) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) a registration statement state}ent on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s 's existing security holderssecurityholders) (a "Secondary Registration"), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) Business Days days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “"Piggy-Back Registration”"). The Company shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein.

Piggy Back Registration. (a) Subject to Section 2.1 hereof, if If the Company proposes to file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an underwritten equity offering by the Company of equity securities for its own account (a "Primary Registration") or for the account of any of its -------------------- respective security holders of any class of security securityholders (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock capital stock for its own account as a result of the exercise of the exchange rights set forth in Section 8.6 of the Partnership Agreement, and covering the resale by the Holders of the shares of capital stock received in such exchange, or (ii) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s 's existing security holderssecurityholders) (a "Secondary Registration"), then the Company shall give written notice of such ----------------------- proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) Business Days days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register include in such filing such number of shares of Registrable Securities as each such Holder may request (a “"Piggy-Back Registration”"). The Company shall use its commercially ----------------------- reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein.

Piggy Back Registration. (a) Subject to Section 2.1 hereof, if the Company proposes to file a registration statement under the Securities Act (or a prospectus supplement pursuant to effect a takedown from an effective then existing shelf registration statement) under the Securities Act with respect to an a proposed underwritten equity offering by the Company for its own account or for the account of any of its respective security holders securityholders of any class of security (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in Section 7.4 of the Partnership Agreement, (ii) any registration statement filed in connection with a demand registration or any other than a Demand Registration under this Agreement contractually obligated registration or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holders)securityholders, then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) Business Days days before the anticipated filing date)date of the applicable preliminary prospectus or, if applicable, prospectus supplement; provided that in the case of a “bought deal” or an offering in which there is no (or very limited) marketing, seven (7) days before pricing, and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggy-Back Registration”). The Company shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein.

Piggy Back Registration. (ai) Subject to Section 2.1 hereof, if If the Company proposes to file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an underwritten equity offering by the Company to register any of its common or preferred equity securities for its own account (a "Primary ------- Registration") or for the account of any of its respective security holders of any class of security securityholders (a ------------ "Secondary Registration") (other than (i) any registration statement filed by ----------------------- the Company under the Securities Act relating to an offering of Common Stock capital stock for its own account as a result of the exercise of the exchange rights set forth in Section 8.05 of the Partnership Agreement, and covering the resale by the Holders of the shares of capital stock received in such exchange, (ii) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (iii) an offering of securities in connection with an employee benefit, share dividend, share ownership or dividend reinvestment plan, or (iv) any registration statement filed in connection with an exchange offer or offering of securities solely to the Company’s 's existing security holderssecurityholders), then the Company shall promptly give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than ten (10) Business Days before the anticipated filing date), of Registrable Securities and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “"Piggy-Back ---------- Registration”"). The Company shall use all commercially reasonable efforts to ------------ include or to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein.

Piggy Back Registration. (a) Subject to Section 2.1 hereof, if If the Company proposes to file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an underwritten equity offering by the Company for its own account or for the account of any of its respective security holders securityholders of any class of equity security or security convertible into or exchangeable for any class of equity security (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, (ii) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) ), or a registration filed in connection with an exchange offer or offering of securities solely to the Company’s 's existing security holderssecurityholders or other registrations solely in connection with employee stock options or other employee benefit plans), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) Business Days 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “"Piggy-Back Registration”"). The Company shall use commercially reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligations pursuant to Section 2.l, and no failure to effect a registration under this Section 2.2 and complete the sale of shares in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1).

Piggy Back Registration. (a) Subject to Section 2.1 hereofIf at any time on or after the date of this Agreement, if the Company proposes to file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) Registration Statement with respect to an underwritten offering of equity offering securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for the account by shareholders of any of its respective security holders of any class of security (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock for its their own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, (ii) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holders)account, then the Company shall give written notice register the sale of such proposed filing to number of Warrant Shares (collectively, the Holders “Registrable Securities”) as soon as practicable (but the Holder may request in no event less than writing within ten (10) Business Days before the anticipated filing date), and days following receipt of such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such Registration Statement and shall use commercially reasonable its best efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included thereinand to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof; provided, however, that in the event that the Company is required by the Securities and Exchange Commission to cutback the number of shares being registered in the Registration Statement pursuant to Rule 415 under the Securities Act, then the number of shares to be registered on such Registration Statement shall first be reduced by the Registrable Shares.

Piggy Back Registration. (a) Subject to Section 2.1 hereof, if If the Company proposes to file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an underwritten equity offering by the Company for its own account (a “Primary Registration”) or for the account of any of its respective security holders securityholders of any class of security Common Stock (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in Section 8.6 of the Partnership Agreement, (ii) any registration statement filed Agreement or in connection with a demand registration other than a Demand Registration under this Agreement any dividend reinvest or direct purchase plan, and covering the resale by the Holders of the shares of common stock received in such exchange, or (iiiii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holderssecurityholders) (a “Secondary Registration”)), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) Business Days days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggy-Back Registration”). The Company shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein.

Piggy Back Registration. (a) Subject to Section 2.1 hereofIf at any time on or after the date of this Agreement, if the Company proposes to file a registration statement under with the Commission in compliance with the Securities Act and the rules and regulations promulgated thereunder (or a prospectus supplement to effect a takedown from an effective shelf registration statement“Registration Statement”) with respect to an underwritten offering of equity offering securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for the account by shareholders of any of its respective security holders of any class of security (other than (i) any registration statement filed by the Company under for their own account, and provided the Securities Act relating are not eligible to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, (ii) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s existing security holders)utilize Rule 144, then the Company shall give written notice register the sale of such proposed filing to number shares of Company Stock which are hereby being acquired by the Holders Investor (the “Registrable Securities”) as soon as practicable (but the Investor may request in no event less than writing within ten (10) Business Days before the anticipated filing date), and days following receipt of such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use commercially reasonable its best efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof, provided however that if the underwriters refuse to consent to such inclusion then the Registrable Securities shall not be included thereinin that registration.

Piggy Back Registration. (a) Subject to Section 2.1 hereof, if If the Company proposes to file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an underwritten equity offering by the Company for its own account or for the account of any of its respective security holders of any class of security (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock (i) for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, (ii) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection and other than with an exchange offer or offering of securities solely respect to the Initial Public Offering) or (ii) for the account of any holders of capital stock of the Company’s existing security holders), then the Company shall give written notice of such proposed filing to the Holders Purchaser and Nevasa as soon as practicable (but in no any event not less than ten (10) Business Days 20 days before the anticipated filing date), and such notice shall offer such Holders the Purchaser and Nevasa the opportunity to register such number any of shares of their Registrable Securities that are then eligible for registration. If either the Purchaser or Nevasa wishes to register securities of the same class or series as each the Company or such Holder may request (a “Piggy-Back Registration”). The Company holder, such registration shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities the registration of the Company included thereinor other holders of such securities (a "Piggy-Back Registration"). If the Piggy-Back Registration is of a different class, then the Company shall have the option of effecting a concurrent registration. In the event that the Purchaser or Nevasa wishes to cause the registration of any of their Registrable Securities in the Piggy-Back Registration, then the right to include the Registrable Securities in the Piggy-Back Registration shall be reduced in accordance with the provisions of Section 3.3 below.

Piggy Back Registration. (a) Subject to Section 2.1 hereof, if If the Company proposes to ----------------------- file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an underwritten equity offering by the Company for its own account (a`"Primary Registration") or for the account of any of its respective security holders securityholders of any class of security Common Stock (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock stock for its own account as a result of the exercise of the exchange rights set forth in Section 8.6 of the Partnership Agreement, and covering the resale by the Holders of the shares of common stock received in such exchange, or (ii) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) a registration statement state}ent on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s 's existing security holderssecurityholders) (a "Secondary Registration"), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) Business Days days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “"Piggy-Back Registration”"). The Company shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein.

Piggy Back Registration. (a) Subject to Section 2.1 hereof, if If the Company proposes to file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an underwritten equity offering by the Company for its own account or for the account of any of its respective security holders securityholders of any class of equity security or security convertible into or exchangeable for any class of equity security (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in the Partnership Agreement, (ii) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) ), or a registration filed in connection with an exchange offer or offering of securities solely to the Company’s 's existing security holderssecurityholders or other registrations solely in connection with employee stock options or other employee benefit plans), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) Business Days 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “"Piggy-Back Registration”"). The Company shall use commercially reasonable its best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included thereintherein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. No registration effected under this Section 2.2, and no failure to effect a registration under this Section 2.2, shall relieve the Company of its obligations pursuant to Section 2.1, and no failure to effect a registration under this Section 2.2 and complete the sale of shares in connection therewith shall relieve the Company of any other obligation under this Agreement (including, without limitation, the Company's obligations under Sections 3.2 and 4.1 ).

Piggy Back Registration. (a) Subject to Section 2.1 hereof, if If the Company proposes to ----------------------- file a registration statement under the Securities Act (or a prospectus supplement to effect a takedown from an effective shelf registration statement) with respect to an underwritten equity offering by the Company for its own account (a "Primary Registration") or for the account of any of its respective security holders securityholders of any class of security Common Stock (other than (i) any registration statement filed by the Company under the Securities Act relating to an offering of Common Stock for its own account as a result of the exercise of the exchange rights set forth in Section 8.6 of the Partnership Agreement, and covering the resale by the Holders of the shares of common stock received in such exchange, or (ii) any registration statement filed in connection with a demand registration other than a Demand Registration under this Agreement or (iii) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission) or filed in connection with an exchange offer or offering of securities solely to the Company’s 's existing security holderssecurityholders) (a "Secondary Registration"), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event less than ten (10) Business Days days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request (a “"Piggy-Back Registration”"). The Company shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company included therein.