Common use of Piggy-Back Rights Clause in Contracts

Piggy-Back Rights. (a) Each time the Company is planning to file a registration statement under the Securities Act (other than a registration statement on Form S-4 or S-8) in connection with the proposed offer and sale of Common Stock by the Company and/or a stockholder has exercised its demand registration rights pursuant to this Agreement or any Other Agreement (the "Initiating Party"), the Company will give prompt written notice thereof to the Stockholders who are not the Initiating Party (the "Non-Initiating Parties") of their rights under this Section 2.7, at least 30 days prior to the anticipated filing date of such registration statement; provided, that no member of the Non-Initiating Parties shall have any rights pursuant to this Section 2.7 with respect to the first Public Offering of Common Stock, if the Company is the only Person including shares of Common Stock in such registration statement. Notwithstanding the foregoing, the parties acknowledge and agree that the Company will use its reasonable best efforts to include the shares of Common Stock held by Jupiter and Xxxxxx in the first Public Offering and will only exclude such shares if the underwriters in good faith advise the Company, that in their opinion, the inclusion of such shares of Common Stock in the first Public Offering of Common Stock will have an adverse effect on the offering (including the price at which the shares of Common Stock can be sold). Upon the written request of any member of the Non-Initiating Parties made within 10 Business Days after the receipt of any such notice from the Company, which request shall specify the shares of Common Stock (the "Piggy-Back Shares") intended to be disposed of by such Stockholder in such offering, the Company will use its reasonable efforts to effect the registration under the Securities Act of all the Piggy-Back Shares which the Company has been so requested to register by the Stockholders, only to the extent required to permit the disposition of the Piggy-Back Shares to be registered; provided, that (i) if, at any time after giving written notice of its intention to register any Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Initiating Party shall determine for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the holders of Piggy-Back Shares and thereupon shall be relieved of its obligation to register any Piggy-Back Shares in connection with such registration, and (ii) if such registration involves an underwritten offering, each holder of Piggy-Back Shares requesting to be included in the Company's registration must sell its shares to the underwriters on the same terms and conditions as apply to the Blackstone Entities and their respective Affiliates.

Piggy-Back Rights. If at any time during ----------------- the period from the date hereof through the date which is two (a2) Each time years after the termination of the Employment Term, the Company is planning proposes to file a registration statement register any of its equity securities under the Securities 1933 Act (other than a registration statement on Form S-4 or S-8) in connection with the proposed offer a merger, acquisition or exchange offer, and sale of Common Stock by the Company and/or a stockholder has exercised its demand registration rights pursuant to this Agreement other than an offering on Form S-8 or any Other Agreement (the "Initiating Party"successor form), the Company will give prompt written notice thereof to the Stockholders who are not the Initiating Party (the "Non-Initiating Parties") of their rights under this Section 2.7, shall at least 30 thirty (30) days prior to the anticipated filing date of such registration statement with the Securities and Exchange Commission (the "Commission") give notice of its intention to do so to Optionee. The registration rights granted under this Section 13.1 shall not apply in the event that the Employment Term is terminated pursuant to Section 5.3 of the 1990 Employment Agreement. If the Optionee notifies the Company within ten (10) days after the giving of such notice by the Company that the Optionee elects to include any Option Shares (the Option Shares so specified, together with any shares covered by a Request under Section 13.2 hereof, hereinafter sometimes referred to as the "Registrable Securities") in such proposed registration statement (which notice shall state the number of shares to be included and the proposed plan of disposition thereof), the Company shall include the Registrable Securities in any such registration statement; provided, however, that no member if, in the written opinion of the Non-Initiating Parties shall have any rights pursuant to this Section 2.7 with respect to the first Public Offering of Common StockCompany's managing underwriter, if the Company is the only Person including shares of Common Stock in any, for such registration statement. Notwithstanding the foregoing, the parties acknowledge and agree that the Company will use its reasonable best efforts to include the shares of Common Stock held by Jupiter and Xxxxxx in the first Public Offering and will only exclude such shares if the underwriters in good faith advise the Company, that in their opinionoffering, the inclusion of such shares all or a portion of Common Stock in the first Public Offering Registrable Securities, when added to the other securities being registered, will exceed the maximum amount of Common Stock will have an adverse effect on the offering (including the price at Company's securities which the shares of Common Stock can be sold). Upon marketed (i) at a price reasonably related to their then current market value, or (ii) without otherwise materially and adversely affecting the written request of any member entire offering, then the Company may exclude from such offering all or a portion of the Non-Initiating Parties made within 10 Business Days after Registrable Securities. Notwithstanding anything herein contained to the receipt of any such notice from the Company, which request shall specify the shares of Common Stock (the "Piggy-Back Shares") intended to be disposed of by such Stockholder in such offeringcontrary, the Company will use its reasonable efforts shall at all times have the absolute right to effect elect not to file any proposed registration statement referred to in this Section 13.1, or to withdraw the registration under same after the Securities Act of all the Piggy-Back Shares which the Company has been so requested to register by the Stockholders, only to the extent required to permit the disposition of the Piggy-Back Shares to be registered; provided, that (i) if, at any time after giving written notice of its intention to register any Common Stock and filing but prior to the effective date of the registration statement filed in connection with such registration, the Initiating Party shall determine for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the holders of Piggy-Back Shares and thereupon shall be relieved of its obligation to register any Piggy-Back Shares in connection with such registration, and (ii) if such registration involves an underwritten offering, each holder of Piggy-Back Shares requesting to be included in the Company's registration must sell its shares to the underwriters on the same terms and conditions as apply to the Blackstone Entities and their respective Affiliatesthereof.

Piggy-Back Rights. If, at any time on or after six (a6) Each time months from the date hereof, the Company is planning proposes to file a registration statement 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, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a registration statement on Form S-4 or S-8Registration 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 proposed offer and sale of Common Stock Company’s existing stockholders, (iii) to be filed in connection with that certain private placement consummated by the Company and/or a stockholder has exercised its demand on or around the date hereof pursuant to that certain subscription agreement and registration rights pursuant to this Agreement or any Other Agreement (the "Initiating Party"), agreement by and among the Company will and the subscribers that are signatories to such agreements, (iv) for an offering of debt that is convertible into equity securities of the Company, or (v) for a dividend reinvestment plan, then the Company shall give prompt written notice thereof of such proposed filing to all of the Stockholders who are Holders of Registrable Securities as soon as practicable but not the Initiating Party (the "Non-Initiating Parties") of their rights under this Section 2.7, at least 30 less than ten days prior to before the anticipated filing date of such registration statement; provided, that no member of the Non-Initiating Parties shall have any rights pursuant to this Section 2.7 with respect to the first Public Offering of Common Stock, if the Company is the only Person including shares of Common Stock in such registration statement. Notwithstanding the foregoing, the parties acknowledge and agree that the Company will use its reasonable best efforts to include the shares of Common Stock held by Jupiter and Xxxxxx in the first Public Offering and will only exclude such shares if the underwriters in good faith advise the Company, that in their opinion, the inclusion of such shares of Common Stock in the first Public Offering of Common Stock will have an adverse effect on the offering (including the price at which the shares of Common Stock can be sold). Upon the written request of any member of the Non-Initiating Parties made within 10 Business Days after the receipt of any such notice from the CompanyRegistration Statement, which request notice shall specify (A) describe the shares amount and type of Common Stock (the "Piggy-Back Shares") intended securities to be disposed of by such Stockholder included in such offering, the Company will use its reasonable efforts to effect intended method(s) of distribution, and the registration under the Securities Act of all the Piggy-Back Shares which the Company has been so requested to register by the Stockholders, only to the extent required to permit the disposition name of the Piggy-Back Shares to be registered; providedproposed managing Underwriter or Underwriters, that (i) ifif any, at any time after giving written notice of its intention to register any Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Initiating Party shall determine for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the holders of Piggy-Back Shares and thereupon shall be relieved of its obligation to register any Piggy-Back Shares in connection with such registrationoffering, and (iiB) if offer to all of the Holders of Registrable Securities the opportunity to register the sale of such registration involves an underwritten offering, each holder number of Registrable Securities as such Holders may request in writing within five days after receipt of such written notice (such Registration a “Piggy-Back Shares requesting back Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggy-back Registration and shall use reasonable best efforts to cause the Company's registration must sell its shares managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the underwriters Registrable Securities requested by the Holders pursuant to this Section 2.2(a) to be included in a Piggy-back Registration on the same terms and conditions as apply any similar securities of the Company included in such Registration and to permit the Blackstone Entities and sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their respective AffiliatesRegistrable Securities through an Underwritten Offering under this Section 2.2(a) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company.

Piggy-Back Rights. (a) Each time If the Company is planning proposes to file a registration statement 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, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof), other than a registration statement on Form S-4 or S-8Registration Statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of securities solely to the proposed offer and sale Company’s existing stockholders, (c) for an offering of Common Stock by debt that is convertible into equity securities of the Company, (d) for a dividend reinvestment plan, or (e) filed pursuant to subsection 2.1.1, then the Company and/or a stockholder has exercised its demand registration rights pursuant to this Agreement or any Other Agreement (the "Initiating Party"), the Company will shall give prompt written notice thereof of such proposed filing to all of the Stockholders who are Holders of Registrable Securities as soon as practicable but not less than twenty (20) days (or, in the Initiating Party case of a Block Trade, three (the "Non-Initiating Parties"3) of their rights under this Section 2.7, at least 30 days prior to business days) before the anticipated filing date of such registration statement; provided, that no member of the Non-Initiating Parties shall have any rights pursuant to this Section 2.7 with respect to the first Public Offering of Common Stock, if the Company is the only Person including shares of Common Stock in such registration statement. Notwithstanding the foregoing, the parties acknowledge and agree that the Company will use its reasonable best efforts to include the shares of Common Stock held by Jupiter and Xxxxxx in the first Public Offering and will only exclude such shares if the underwriters in good faith advise the Company, that in their opinion, the inclusion of such shares of Common Stock in the first Public Offering of Common Stock will have an adverse effect on the offering (including the price at which the shares of Common Stock can be sold). Upon the written request of any member of the Non-Initiating Parties made within 10 Business Days after the receipt of any such notice from the CompanyRegistration Statement, which request notice shall specify (A) describe the shares amount and type of Common Stock (the "Piggy-Back Shares") intended securities to be disposed of by such Stockholder included in such offering, the Company intended method(s) of distribution (including whether such registration will use its reasonable efforts be pursuant to effect a shelf registration statement), and the registration proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities Act the opportunity to register the sale of all such number of Registrable Securities as such Holders may request in writing within ten (10) days after receipt of such written notice (or in the case of a Block Trade, within two (2) business days) (such Registration a “Piggy-Back Shares which back Registration”). The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the Company has been so requested to register by the Stockholders, only to the extent required to permit the disposition of the Piggy-Back Shares to be registered; provided, that (i) if, at any time after giving written notice of its intention to register any Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Initiating Party shall determine for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the holders of Piggy-Back Shares and thereupon shall be relieved of its obligation to register any Piggy-Back Shares in connection with such registration, and (ii) if such registration involves an underwritten offering, each holder of Piggy-Back Shares requesting foregoing sentence to be included in such Piggy-back Registration and shall use its best efforts to cause the Company's registration must sell its shares managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the underwriters Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggy-back Registration on the same terms and conditions as apply any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the Blackstone Entities sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and their respective AffiliatesSection 4, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company or Company stockholder(s) for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by the Company of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such time as the Company amends or supplements such Registration Statement to include information with respect to a specific offering of Securities (and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.3).

Piggy-Back Rights. (a) Each If at any time after the date of this Agreement, the Company is planning proposes to file a registration statement 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 shareholders of the Company for their account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a registration statement on Form S-4 or S-8Registration 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 (x) 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) calendar 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 (y) offer and to the holders of Registrable Securities in such notice the opportunity to register the sale of Common Stock such number of shares of Registrable Securities as such holders may request in writing within five (5) calendar days following receipt of such notice (a “Piggy-Back Registration”). The rights provided under this Section 2.3.1 shall not be available to any Investor at such time as (i) there is an effective Resale Shelf Registration Statement available for the resale of the Registrable Securities pursuant to Section 2.1, (ii) such Registration is solely to be used for the offering of securities by the Company and/or a stockholder has exercised for its demand registration rights pursuant to this Agreement or any Other Agreement own account and (the "Initiating Party"), the Company will give prompt written notice thereof to the Stockholders who are not the Initiating Party (the "Non-Initiating Parties"iii) no other shareholder of their rights under this Section 2.7, at least 30 days prior to the anticipated filing date of such registration statement; provided, that no member of the Non-Initiating Parties shall have any rights pursuant to this Section 2.7 with respect to the first Public Offering of Common Stock, if the Company is the only Person including shares of Common Stock entitled to participate in such Registration. The Company shall cause such Registrable Securities to be included in such registration statement. Notwithstanding the foregoing, the parties acknowledge and agree that the Company will shall use its reasonable best efforts to include cause the shares managing Underwriter or Underwriters of Common Stock held by Jupiter and Xxxxxx in the first Public Offering and will only exclude such shares if the underwriters in good faith advise the Company, that in their opinion, the inclusion of such shares of Common Stock in the first Public Offering of Common Stock will have an adverse effect on the a proposed underwritten offering (including the price at which the shares of Common Stock can be sold). Upon the written request of any member of the Non-Initiating Parties made within 10 Business Days after the receipt of any such notice from the Company, which request shall specify the shares of Common Stock (the "Piggy-Back Shares") intended to be disposed of by such Stockholder in such offering, the Company will use its reasonable efforts to effect the registration under the Securities Act of all the Piggy-Back Shares which the Company has been so requested to register by the Stockholders, only to the extent required to permit the disposition of the Piggy-Back Shares to be registered; provided, that (i) if, at any time after giving written notice of its intention to register any Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Initiating Party shall determine for any reason not to proceed with the proposed registration, the Company may at its election give written notice of such determination to the holders of Piggy-Back Shares and thereupon shall be relieved of its obligation to register any Piggy-Back Shares in connection with such registration, and (ii) if such registration involves an underwritten offering, each holder of Piggy-Back Shares requesting Registrable Securities requested to be included in the Company's registration must sell its shares to the underwriters a Piggy-Back Registration on the same terms and conditions as apply any similar securities of the Company and to permit the Blackstone Entities and 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 respective Affiliatessecurities 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.