Common use of Piggy-Back Clause in Contracts

Piggy-Back. Registrations. If at any time the Company shall determine to register in a public offering for the account of selling stockholders (and not for its own account) under the Securities Act of 1933, as amended, any of its Common Stock, it shall send to the Holder written notice of such determination and, if within 15 days after receipt of such notice, the Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the shares covered by this Warrant that the Holder requests to be registered. This right shall not apply to a registration of shares of Common Stock on Form S-8 or Form S-4 (or their then equivalents) relating to shares of Common Stock to be issued by the Company in connection with any acquisition of any entity or business or shares of Common Stock issuable in connection with any stock option, stock purchase or other employee benefit plan. Notwithstanding anything to the contrary in this Section 9, the Company shall not be required to effect a registration pursuant to this Section 9 for fewer than the total number of shares issuable or issued pursuant to this Warrant (as set forth in Section 2 hereof) at the time of filing of such registration statement. If, in connection with any offering of Common Stock to be sold by selling stockholders, the managing underwriter or the Company shall impose a limitation on the number of shares of Common Stock that may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution of the Common Stock and to maintain a stable market for the equity securities of the Company, then the Company shall be obligated to include in such registration statement only such limited portion of the shares covered by this Warrant with respect to which the Holder has requested inclusion hereunder.

Piggy-Back. RegistrationsRegistration Rights. If at any time the Company shall determine to register in files a public offering for registration statement (excluding registration statements on Forms S-4 and S-8) and the account Warrant Shares are not the subject of selling stockholders (a current and not for its own account) under the Securities Act of 1933, as amended, any of its Common Stock, it shall send to the Holder written notice of such determination and, if within 15 days after receipt of such noticeeffective registration statement, the Holder shall so request in writing, has the Company shall use its best efforts right to include in such registration statement all or any part its Warrant Shares for resale; provided, however, that if, in the written opinion of the shares covered by this Company's managing underwriter or underwriters, if any, for such offering (the "Underwriter"), the inclusion of such Warrant that Shares, when added to the Holder requests to be registered. This right shall not apply to a registration of shares of Common Stock on Form S-8 or Form S-4 (or their then equivalents) relating to shares of Common Stock to be issued securities being registered by the Company in connection with any acquisition or the selling stockholder(s), will exceed the maximum amount of any entity the Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or business or shares of Common Stock issuable in connection with any stock option, stock purchase or other employee benefit plan. Notwithstanding anything to (ii) without materially and adversely affecting the contrary in this Section 9entire offering, the Company shall nevertheless register all or any portion of the Warrant Shares required to be so registered but such Warrant Shares shall not be required sold by the Holder until 90 days after the registration statement for such offering has become effective; and provided further that, if any securities are registered for resale on behalf of other securityholders in such offering and such securityholders have not agreed to effect a registration pursuant to this Section 9 for fewer than defer such sale until the total expiration of such 90 day period, the number of shares issuable or issued pursuant to this Warrant (as set forth in Section 2 hereof) at the time of filing of such registration statement. If, in connection with any offering of Common Stock securities to be sold by all stockholders in such public offering during such 90 day period shall be apportioned pro rata among all such selling stockholders, the managing underwriter or the Company shall impose a limitation on the number of shares of Common Stock that may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution including all holders of the Common Stock and Warrant Shares, according to maintain a stable market for the equity total amount of securities of the CompanyCompany proposed to be sold by said selling stockholders, then the Company shall be obligated to include in such registration statement only such limited portion including all holders of the shares covered by this Warrant with respect to which the Holder has requested inclusion hereunderShares.

Piggy-Back. Registrations. The Company represents that it will register the shares underlying the Warrants upon demand six months after issuance or at any time earlier if the Company files a Form S-3 under the Securities Act. If at any time the Company shall determine to register in a public offering for the account any of selling stockholders (and not for its own account) securities under the Securities Act of 1933Act, as amended, any of its Common Stockother than on Form S-8 or Form S-4 or their then equivalents, it shall send to each Holder of the Common Stock or Warrant Shares (the "Registrable Shares"), including each Holder who has the right to acquire Registrable Shares, written notice of such determination and, if within 15 10 days after receipt of such notice, the such Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the shares covered by this Warrant that the Registrable Shares such Holder requests to be registered. This right shall not apply to a registration of shares of Common Stock on Form S-8 or Form S-4 (or their then equivalents) relating to shares registered therein, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company in connection with any acquisition of any entity or business or shares of Common Stock issuable in connection with any stock option, stock purchase or other employee benefit plan. Notwithstanding anything to the contrary in this Section 9, the Company shall not be required to effect a registration pursuant to this Section 9 for fewer than the total number of shares issuable or issued pursuant to this Warrant (as set forth in Section 2 hereof) at the time of filing of such registration statement. If, in connection with any offering of Common Stock to be sold by selling stockholdersCompany, the managing underwriter or the Company shall impose a limitation on the number of shares of such Common Stock that which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution of distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental ("piggy-back") right to include such securities in the Common Stock registration statement and as to maintain a stable market for the equity securities of the Companywhich inclusion has been requested pursuant to such right, then the Company shall be obligated to include in such registration statement only such limited portion (which may be none) of the shares covered by this Warrant Registrable Shares with respect to which the such Holder has requested inclusion hereunder.

Piggy-Back. Registrations. If at any time the Company shall determine to register in a public offering for the account of selling stockholders (and not for its own account) under the Securities Act (including pursuant to a demand of 1933, as amended, any stockholder of the Company exercising registration rights) any of its Common StockSecurities, other than on Form S-8 or Form S-4 or their then equivalents, it shall send to each holder of Registrable Shares, including each holder who has the Holder right to acquire Registrable Shares, written notice of such determination and, if within 15 20 days after receipt of such notice, the Holder such holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the shares covered by this Warrant that the Holder Registrable Shares such holder requests to be registered. This right shall not apply to a registration of shares of Common Stock on Form S-8 or Form S-4 (or their then equivalents) relating to shares registered therein, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company in connection with any acquisition of any entity or business or shares of Common Stock issuable in connection with any stock option, stock purchase or other employee benefit plan. Notwithstanding anything to the contrary in this Section 9, the Company shall not be required to effect a registration pursuant to this Section 9 for fewer than the total number of shares issuable or issued pursuant to this Warrant (as set forth in Section 2 hereof) at the time of filing of such registration statement. If, in connection with any offering of Common Stock to be sold by selling stockholdersCompany, the managing underwriter or the Company shall impose a limitation on the number of shares of such Common Stock that which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental ("piggy back") right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right and there is first excluded from such registration statement all shares of Common Stock sought to be included therein by (i) any director, officer or employee of the Common Stock Company or any subsidiary, (ii) any holder thereof not having any such contractual, incidental registration rights, and (iii) any holder thereof having contractual, incidental registration rights subordinate and junior to maintain a stable market for the equity securities rights of the Companyholders of Registrable Shares, then the Company shall be obligated to include in such registration statement only such limited portion (which may be none) of the shares covered by this Warrant Registrable Shares with respect to which the Holder such holder has requested inclusion hereunder. No incidental right under this Section 2 shall be construed to limit any registration required under Section 3.

Piggy-Back. RegistrationsREGISTRATIONS. If at any time the Company shall determine to register in a public offering for its own account or the account of selling stockholders (and not for its own account) others under the Securities Act (including pursuant to the Qualified Public Offering, the Initial Public Offering or a demand for registration of 1933, as amended, any stockholder of the Company other than the Purchasers) any of its equity securities, other than on Form S-8 or Form S-4 or their then equivalents or otherwise relating to shares of Common StockStock to be issued solely in connection with any acquisition of any entity or business or shares of Common Stock issuable in connection with stock option or other employee benefit plans, it shall send to each holder of Registrable Shares, including each holder who has the Holder right to acquire Registrable Shares, written notice of such determination and, if within 15 ten (10) business days after receipt of such notice, the Holder such holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the shares covered by this Warrant that the Holder Registrable Shares such holder requests to be registered. This right shall not apply to a registration of shares of Common Stock on Form S-8 or Form S-4 (or their then equivalents) relating to shares of Common Stock to be issued by the Company in connection with any acquisition of any entity or business or shares of Common Stock issuable in connection with any stock option, stock purchase or other employee benefit plan. Notwithstanding anything to the contrary in this Section 9, the Company shall not be required to effect a registration pursuant to this Section 9 for fewer than the total number of shares issuable or issued pursuant to this Warrant (as set forth in Section 2 hereof) at the time of filing of such registration statement. If, in connection with any offering of Common Stock to be sold by selling stockholdersinvolving an underwriting, the managing underwriter or the Company shall impose a limitation on the number of shares of such Common Stock that which may be included in any such the registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution of the Common Stock and to maintain a stable market for the equity securities of the Companydistribution, then the Company shall be obligated to include in such registration statement only such limited portion (which may be none) of the shares covered by this Warrant Registrable Shares with respect to which the Holder such holder has requested inclusion hereunder.pursuant hereto as may reasonably be determined by the managing underwriters; provided, however, as between the Company, other stockholders holding contractual registration rights, and the holders of Registrable Shares, in no event shall the Registrable Shares included in such offering be limited to less than twenty-five percent (25%) of the aggregate shares offered. Any inclusion of Registrable Shares in the

Piggy-Back. Registrations. -------------------------- (a) If at any time the Company shall determine to register in a public offering any of its securities, either for its own account or the account of selling stockholders a security holder or holders exercising their registration rights, other than a registration relating solely to employee benefit plans, or a registration on any registration form which does not permit secondary sales or does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities, the Company will: (and not for its own accounti) under the Promptly give to each Holder of Registrable Securities Act of 1933, as amended, any of its Common Stock, it shall send to the Holder written notice thereof (which shall include the number of such determination shares the Company or other security holder proposes to register and, if within 15 days after receipt of such noticeknown, the Holder shall so request in writing, name of the Company shall use proposed underwriter); and (ii) Use its best efforts to include in such registration statement all the Registrable Securities specified in a written request or requests, made by any part Holder within (20) days after the date of delivery of the shares covered by this Warrant that the Holder requests to be registered. This right shall not apply to a registration of shares of Common Stock on Form S-8 or Form S-4 (or their then equivalents) relating to shares of Common Stock to be issued by written notice from the Company described in connection with any acquisition of any entity or business or shares of Common Stock issuable in connection with any stock option, stock purchase or other employee benefit planclause (i) above. Notwithstanding anything to If the contrary in this Section 9, underwriter advises the Company shall not be required to effect a registration pursuant to this Section 9 for fewer than the total number of shares issuable or issued pursuant to this Warrant (as set forth in Section 2 hereof) at the time of filing of such registration statement. If, in connection with any offering of Common Stock to be sold by selling stockholders, the managing underwriter or the Company shall impose that marketing considerations require a limitation on the number of shares of Common Stock that may be included in offered pursuant to any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution of the Common Stock and to maintain a stable market for the equity securities of the Companystatement, then the Company shall may offer all of the securities it proposes to register for its own account or the maximum amount that the underwriter considers saleable and such limitation on any remaining securities that may, in the opinion of the underwriter, be obligated sold will be imposed pro rata among all the shareholders who are -------- entitled to include shares in such registration statement only according to the number of Registrable Securities each such limited portion shareholder requested to be included in such registration statement. (b) The Company shall select the underwriter for an offering made pursuant to the Section 7.3; provided that such underwriter must be reasonably acceptable to the Holders of a majority of the shares covered by this Warrant with respect to which the Holder has requested inclusion hereunderRegistrable Securities being registered in such an offering.

Piggy-Back. RegistrationsREGISTRATIONS. The Company represents that it will register the shares underlying the Warrants upon demand six months after issuance or at any time earlier if the Company files a Form S-3 under the Securities Act. If at any time the Company shall determine to register in a public offering for the account any of selling stockholders (and not for its own account) securities under the Securities Act of 1933Act, as amended, any of its Common Stockother than on Form S-8 or Form S-4 or their then equivalents, it shall send to each Holder of the Common Stock or Warrant Shares (the "Registrable Shares"), including each Holder who has the right to acquire Registrable Shares, written notice of such determination and, if within 15 10 days after receipt of such notice, the such Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the shares covered by this Warrant that the Registrable Shares such Holder requests to be registered. This right shall not apply to a registration of shares of Common Stock on Form S-8 or Form S-4 (or their then equivalents) relating to shares registered therein, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company in connection with any acquisition of any entity or business or shares of Common Stock issuable in connection with any stock option, stock purchase or other employee benefit plan. Notwithstanding anything to the contrary in this Section 9, the Company shall not be required to effect a registration pursuant to this Section 9 for fewer than the total number of shares issuable or issued pursuant to this Warrant (as set forth in Section 2 hereof) at the time of filing of such registration statement. If, in connection with any offering of Common Stock to be sold by selling stockholdersCompany, the managing underwriter or the Company shall impose a limitation on the number of shares of such Common Stock that which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution of distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental ("piggy-back") right to include such securities in the Common Stock registration statement and as to maintain a stable market for the equity securities of the Companywhich inclusion has been requested pursuant to such right, then the Company shall be obligated to include in such registration statement only such limited portion (which may be none) of the shares covered by this Warrant Registrable Shares with respect to which the such Holder has requested inclusion hereunder.

Piggy-Back. RegistrationsRegistration. If at any time the Company shall ------------------------- determine to register in a public offering for the account of selling stockholders (and not for its own account) under the Securities Act (including pursuant to a demand of 1933, as amended, any stockholder of the Company exercising registration rights) any of its Common StockShares (except shares issuable solely upon exercise of stock options, or shares issuable solely pursuant to employee benefit plans), it shall send to the Holder each Stockholder written notice of such determination and, if within 15 thirty (30) days after receipt of such notice, the Holder such holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the shares covered by this Warrant that the Holder Shares such holder requests to be registered. This right shall not apply to a registration of shares of Common Stock on Form S-8 or Form S-4 (or their then equivalents) relating to shares of Common Stock to be issued by the Company in connection with any acquisition of any entity or business or shares of Common Stock issuable in connection with any stock option, stock purchase or other employee benefit plan. Notwithstanding anything to the contrary in this Section 9, the Company shall not be required to effect a registration pursuant to this Section 9 for fewer than the total number of shares issuable or issued pursuant to this Warrant (as set forth in Section 2 hereof) at the time of filing of such registration statement. Ifexcept that if, in connection with any offering involving an underwriting of Common Stock Shares to be sold issued by selling stockholdersthe Company, the managing underwriter or the Company shall impose a limitation on the number of shares of Common Stock that Shares which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution of the Common Stock and to maintain a stable market for the equity securities of the Companydistribution, then the Company shall be obligated to include in such registration statement only the amount as is determined in good faith by the managing underwriters in the case of an Initial Public Offering. As used in the preceding sentence, "pro rata" means proportionately to the relative amount of such limited portion Shares requested to be registered by such holders, and not to the amount of such Shares then owned by such holders, and "Initial Public Offering" means the shares covered first fully underwritten public offering pursuant to an effective registration under the Securities Act on Form S-1 or Form S-8 or their then equivalents, covering the offer and sale by the Company of its Shares. No incidental right under this Warrant with respect Section 9.1 shall be construed to which the Holder has requested inclusion hereunderlimit any registration required under Section 9.2.

Piggy-Back. Registrations. If at any time the Company shall ------------------------- determine to register in a public offering for the account of selling stockholders (and not for its own account) under the Securities Act (including pursuant to a demand of 1933, as amended, any stockholder of the Company exercising registration rights) any of its Common Stocksecurities, other than on Form S-8 or Form S-4 or their then equivalents, it shall send to each holder of Registrable Shares, including each holder who has the Holder right to acquire Registrable Shares, written notice of such determination and, if within 15 20 days after receipt of such notice, the Holder such holder shall so request in writing, the Company shall use its reasonable best efforts to include in such registration statement all or any part of the shares covered by this Warrant that the Holder Registrable Shares such holder requests to be registered. This right shall not apply to a registration of shares of Common Stock on Form S-8 or Form S-4 (or their then equivalents) relating to shares registered therein, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company in connection with any acquisition of any entity or business or shares of Common Stock issuable in connection with any stock option, stock purchase or other employee benefit plan. Notwithstanding anything to the contrary in this Section 9, the Company shall not be required to effect a registration pursuant to this Section 9 for fewer than the total number of shares issuable or issued pursuant to this Warrant (as set forth in Section 2 hereof) at the time of filing of such registration statement. If, in connection with any offering of Common Stock to be sold by selling stockholdersCompany, the managing underwriter or the Company shall impose a limitation on the number of shares of such Common Stock that which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution of distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental ("piggy back") right to include such securities in the Common Stock registration statement and as to maintain a stable market for the equity securities of the Companywhich inclusion has been requested pursuant to such right, then the Company shall be obligated to include in such registration statement only such limited pro rata portion (which may be none) of the shares covered by this Warrant Registrable Shares with respect to which the Holder such holder has requested inclusion hereunder. No incidental right under this Section 2 shall be construed to limit any registration required under Section 3.