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 shareholders of the Company for their account other than pursuant to Section 2.1, then the Company shall (i) give written notice of such proposed filing to the Holders as soon as practicable but in no event less than 10 business days before the intended filing date, which notice shall disclose the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution and the name of the proposed managing Underwriter or Underwriters, if any and (ii) offer to the Holders in such notice the opportunity to register the sale of such number or amount of Registrable Securities as such Holders may request in writing within 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 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 hereof 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 shareholders stockholders of the Company for their account other than (or by the Company and by stockholders 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 stockholders or (iii) filed on Form S-4, then the Company shall (ix) give written notice of such proposed filing to the Holders HYUNDAI as soon as practicable but in no event less than 10 business ten (10) calendar days before the intended anticipated filing date, which notice shall disclose describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution distribution, and the name of the proposed managing Underwriter or Underwriters, if any any, of the offering, and (iiy) offer to the Holders HYUNDAI in such notice the opportunity to register the sale of such number or amount of Registrable Securities Shares as such Holders HYUNDAI may request in writing within 10 five (5) days following receipt of such notice (a “"Piggy-Back Registration”"). The Company shall cause such Registrable Securities Shares to be included in such registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities 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 Shares in accordance with the intended method(s) of distribution thereof. All Holders proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters HYUNDAI shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters Underwriters, if any, selected for such Piggy-Back Registration. The Company shall not be obligated to effect more than five (5) Piggy-Back Registrations under this Section 2.2.1 in respect of Registrable Shares.

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 shareholders stockholders of the Company for their account other than pursuant to Section 2.1account, then the Company shall (ix) give written notice of such proposed filing to the Holders as soon as practicable but in no event less than 10 business days before the intended filing dateholders of Registrable Securities, which notice shall disclose describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution distribution, and the name of the proposed managing Underwriter or Underwriters, if any any, of the offering, and (iiy) offer to the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number or amount of shares of Registrable Securities as such Holders holders may request in writing within 10 five (5) 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 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 of the Reg S Closing the Company proposes to file a any Registration Statement under the Securities 1933 Act (a “Registration Statement”) with respect to an any 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), other than pursuant to Section 2.1a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition, then the Company shall (ix) give written notice of such proposed filing to the Holders holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than 10 business ten (10) days before the intended anticipated filing datedate of the Registration Statement, which notice shall disclose describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any any, of the offering, and (iiy) offer to the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number or amount of Registrable Securities as such Holders holders may request in writing within 10 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 its commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten public offering (inclusive of best efforts and firm commitment offerings) 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 holders of Registrable Securities proposing to distribute their securities through a Piggy-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-Back Registration.

Piggy-Back Rights. If at any time on or after the applicable 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 shareholders stockholders of the Company for their account other than pursuant to Section 2.1, then the Company shall (i) give written notice of such proposed filing to the Holders as soon as practicable but in no event less than 10 business days before the intended filing date, which notice shall disclose the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution and the name of the proposed managing Underwriter or Underwriters, if any and (ii) offer to the Holders in such notice the opportunity to register the sale of such number or amount of Registrable Securities as such Holders may request in writing within 10 days following receipt of such notice (a “Piggy-Back Table of Contents 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 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 applicable 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 shareholders stockholders of the Company for their account other than pursuant to Section 2.1account, then the Company shall (ix) give written notice of such proposed filing to the Holders as soon as practicable but in no event less than 10 business days before the intended filing dateholders of Registrable Securities, which notice shall disclose describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution distribution, and the name of the proposed managing Underwriter or Underwriters, if any any, of the offering, and (iiy) offer to the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number or amount of shares of Registrable Securities as such Holders holders may request in writing within 10 five (5) 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 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 hereof 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 shareholders stockholders of the Company for their account (or by the Company and by stockholders of the Company), other than pursuant 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 Section 2.1the 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 (ix) give written notice of such proposed filing to the Holders Cowen and Chardan as soon as practicable but in no event less than 10 business ten (10) days before the intended anticipated filing date, which notice shall disclose describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution distribution, and the name of the proposed managing Underwriter or Underwriters, if any any, of the offering, and (iiy) offer to the Holders Cowen and Chardan in such notice the opportunity to register the sale of such number or amount of shares of Registrable Securities as such Holders Cowen and/or Chardan may request in writing within 10 five (5) days following receipt of such notice (a “Piggy-Back Piggyback Registration”). The Company shall shall, in good faith, cause such Registrable Securities to be included in such registration Registration and shall use its commercially reasonable best efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed underwritten offering Underwritten Offering to permit the Registrable Securities requested to be included in a Piggy-Back Piggyback 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 proposing If Cowen and/or Chardan proposes to distribute their securities Registrable Securities through a Piggy-Back Registration that involves an Underwriter or Underwriters Underwriter(s) it shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters Underwriter(s) selected for such Piggy-Back Piggyback Registration.

Piggy-Back Rights. If at any time during the seven year period commencing on or after the Release Date, Effective Date the Company 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 stockholders of the Company for their account other than (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) 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 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 (ix) give written notice of such proposed filing to the Holders holders of Registrable Securities as soon as practicable but in no event less than 10 business ten (10) days before the intended anticipated filing date, which notice shall disclose describe the amount and type of securities to be included in such Registration Statementoffering, the intended method(s) of distribution distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any any, of the offering, and (iiy) offer to the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number or amount of Registrable Securities as such Holders holders may request in writing within 10 five (5) 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 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 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 holders of Registrable Securities proposing to distribute their securities through a Piggy-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-Back Registration.