Common use of Piggy-Back Rights Clause in Contracts

Piggy-Back Rights. If at any time on or after the Release Date the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), then the Company shall (a) 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) days before 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 managing Underwriter or Underwriters, if any, of the offering, and (b) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten (10) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and 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 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. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the a Release Date the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), then the Company shall (a) 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) days before 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 managing Underwriter or Underwriters, if any, of the offering, and (b) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten (10) days following receipt of such notice (a “"Piggy-Back Registration”"). However, any such registration will not become effective prior to completion of an initial business combination as contemplated in the registration statement on Form S-1 filed with the Securities and Exchange Commission. The demand registration may be exercised by the holders of a majority of such Warrants. The Company shall cause such Registrable Securities to be included in such registration and shall use commercially reasonable efforts use"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 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. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If If, at any time on or after the Release Date date of this Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securitiescommon shares of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securitiescommon shares of the Company, by the Company for its own account or for stockholders any other shareholder of the Company for their account such shareholder’s account, other than a Registration Statement (i) filed in connection with any employee benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) filed on Form S-4 (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1successor form), then the Company shall (ax) give written notice of such proposed filing to the holders of Registrable Securities Shareholder as soon as practicable but in no event less than ten (10) days Business Days before 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 managing Underwriter or Underwriters, if any, of the offering, offering and (by) offer to the holders of Registrable Securities Shareholder in such notice the opportunity to register the sale of such number of shares of Registrable Securities Restricted Shares as such holders the Shareholder may request in writing within ten five (105) days Business Days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities Restricted Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities Restricted Shares requested to be included in a the 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 Restricted Shares in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a If the Piggy-Back Registration that involves an Underwriter or Underwriters Underwriters, the Shareholder shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back RegistrationRegistration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customary.

Piggy-Back Rights. If at any time on or after the Release Date Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders shareholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, other than pursuant to Section 2.1), then the Company shall (ai) give written notice of such proposed filing to the holders of Registrable Securities Holders as soon as practicable but in no event less than ten (10) 10 business days before the anticipated intended filing date, which notice shall describe disclose the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, distribution and the name of the proposed managing Underwriter or Underwriters, if any, of the offering, any and (bii) offer to the holders of Registrable Securities Holders in such notice the opportunity to register the sale of such number of shares or amount of Registrable Securities as such holders Holders may request in writing within ten (10) 10 days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration 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. All holders of Registrable Securities Holders proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date Lock-Up Period Expiration Date, there is not an effective Registration statement covering all of the Registrable Securities and the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account account, other than a Registration Statement (i) filed in connection with any employee stock option or by other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company and by stockholders Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company including, without limitation, pursuant to Section 2.1)or (iv) for a dividend reinvestment plan, then the Company shall (ax) give written notice of such proposed filing to the holders of Registrable Securities Holders as soon as practicable but in no event less than ten (10) days before 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 managing Underwriter or Underwriters, if any, of the offering, and (by) offer to the holders of Registrable Securities Holders in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders Holders may request in writing within ten (10) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use commercially its reasonable 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 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. All holders of Registrable Securities Holders proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date date on which the lock-up restrictions applicable to such Capital Partners Shares or GTI Shares, if any, expire, the Company proposes to file by Registration Statement, other than a Registration Statement in connection with a transaction contemplated by Rule 145(a) promulgated under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1)Form S-8, then the Company shall (a) give written notice of such proposed filing to the holders of Registrable Securities Capital Partners Shares and GTI Shares as soon as practicable but in no event less than ten (10) days Business Days before 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 managing Underwriter or Underwriters, if any, of the offering, and (b) offer to the such holders of Registrable Securities in such notice Capital Partners Shares and GTI Shares the opportunity to register the sale of such number of shares of Registrable Securities Capital Partners Shares or GTI Shares as such holders may request in writing within ten fifteen (1015) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities Capital Partners Shares and GTI Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities Capital Partners Shares and GTI Shares 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 Capital Partners Shares and GTI Shares in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing Capital Partners Shares and GTI Shares who propose to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the a Release Date the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.1), then the Company shall (a) 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) days before 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 managing Underwriter or Underwriters, if any, of the offering, and (b) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten (10) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and 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 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. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or and/or for stockholders of the Company for their account account, other than a Registration Statement (i) filed in connection with any employee stock option or by other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company and by Company’s existing stockholders or in connection with an acquisition or other business combination, (iii) for an offering of debt that is convertible into equity securities of the Company includingCompany, without limitation, pursuant to Section 2.1)or (iv) for a dividend reinvestment plan, then the Company shall (ax) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable practicable, but in no event less than ten (10) days Business Days before 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 managing Underwriter or UnderwritersUnderwriter(s), if any, of the offering, and (by) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares and type of Registrable Securities as such holders may request in writing within ten five (105) days Business Days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use 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 and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing who propose to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters Underwriter(s) shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters Underwriter(s) selected by the Company for such Piggy-Back Registration, subject to Section 3.1(f).

Piggy-Back Rights. If at any time on or after the Release Date the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders the account of shareholders of the Company for their account (or by the Company and by stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) on Form S-8 or S-4, (ii) for an offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (ax) 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) days before 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 managing Underwriter or Underwriters, if any, of the offering, and (by) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration 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. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for the account of stockholders of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant to Section 2.15.1), other than a Registration Statement: (i) on Form S-8 or S-4, (ii) offering of securities solely to the Company’s existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall shall: (ax) 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) days before 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 managing Underwriter or Underwriters, if any, of the offering, and (by) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders may request in writing within ten five (105) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration 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. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders shareholders of the Company for their account (or by the Company and by stockholders shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall (ax) give written notice of such proposed filing to the holders of Registrable Securities Insider Shares as soon as practicable but in no event less than ten (10) days Business Days before 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 managing Underwriter or Underwriters, if any, of the offering, and (by) offer to the holders of Registrable Securities Insider Shares in such notice the opportunity to register the sale of such number of shares of Registrable Securities Insider Shares as such holders may request in writing within ten five (105) days Business Days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities Insider Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities Insider Shares 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 Insider Shares in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing Insider Shares who propose to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.

Piggy-Back Rights. If at any time on or after the Release Date Closing, the Company Corporation proposes to file a Registration Statement registration statement under the Securities Act (a "Registration Statement") with respect to an offering of equity securitiessecurities owned by officers, directors or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders ten percent (10%) shareholders of the Company for their account (or by the Company and by stockholders of the Company includingCorporation, without limitation, pursuant to Section 2.1)excluding securities purchased in an offering, then the Company Corporation shall (ax) give written notice of such proposed filing to the holders of Registrable Securities Subscriber as soon as practicable but in no event less than ten (10) days before the anticipated filing datedate of the Registration Statement, which notice shall describe the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, of the offering, and (by) offer to the holders of Registrable Securities Subscriber in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such holders the Subscriber may request in writing within ten five (105) days following receipt of such notice (a “Piggy-"Piggy Back Registration”"). The Company Corporation shall cause such Registrable the Securities to be included in such registration and shall use commercially reasonable 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-Piggy Back Registration on the same terms and conditions as any similar securities of the Company Corporation and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities The Subscriber proposing to distribute their securities the Securities through a Piggy-aPiggy Back Registration that involves an Underwriter underwriter or Underwriters underwriters shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected for such Piggy-suchPiggy Back Registration.