Common use of Piggy-Back Clause in Contracts

Piggy-Back. Registration. ------------------------- (a) If the Company proposes to register any securities under the Act in connection with any offering of its securities (other than a registration statement on Form S-8 or Form S-4, or their successors, or any other form for a similar limited purpose, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation), whether or not for its own account, the Company shall furnish promptly, and in any event not less than 15 days in advance, written notice to the Holders of its intention to effect such registration and the intended method of distribution in connection therewith. Upon the written request of a Holder made to the Company within 15 days after the receipt of such notice by the Company, the Company shall include in such registration the requested number of the Holder's Registrable Securities (a "Piggy-Back Registration"). If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its Common Stock and any other securities, all upon the terms and conditions set forth herein. (b) Nothing in this Section 2.2 shall create any liability on the part of the Company or any other person to the Holders if the Company, for any reason, decides not to file a registration statement proposed to be filed pursuant to Section 2.2(a) or to withdraw such registration statement subsequent to its filing (except for the Company's obligation to pay the expenses in connection therewith as provided in Section 2.6), regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by the Company of any notice under Section 2.2(a) or otherwise.

Piggy-Back. RegistrationRegistrations. --------------------------------------------------- (a) If the Company proposes shall determine to register any securities under the Act in connection with any offering of its securities (securities, either for its own account or the account of a security holder or holders exercising their registration rights, other than a registration statement on Form S-8 or Form S-4relating solely to employee benefit plans, or their successors, a registration on any registration form which does not permit secondary sales or any other form for does not include substantially the same information as would be required to be included in a similar limited purpose, or any registration statement covering only securities proposed to be issued in exchange for securities or assets the sale of another corporation), whether or not for its own accountRegistrable Securities, the Company shall furnish promptly, and in any event not less than 15 days in advance, will: (i) Promptly give to each Holder of Registrable Securities written notice to thereof (which shall include the Holders number of its intention to effect such registration and the intended method of distribution in connection therewith. Upon the written request of a Holder made to shares the Company within 15 days after the receipt of such notice by the Companyor other security holder proposes to register and, if known, the Company shall name of the proposed underwriter); and (ii) Use its best efforts to include in such registration all the requested Registrable Securities specified in a written request or requests, made by any Holder within (20) days after the date of delivery of the written notice from the Company described in clause (i) above. If the underwriter advises the Company that marketing considerations require a limitation on the number of shares offered pursuant to any registration statement, then the Holder's Company 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 sold will be imposed pro rata among all the shareholders who are -------- entitled to include shares in such registration statement according to the number of Registrable Securities (a "Piggy-Back Registration"). If a Holder decides not each such shareholder requested to include all of its Registrable Securities be included in any such registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its Common Stock and any other securities, all upon the terms and conditions set forth hereinstatement. (b) Nothing in this The Company shall select the underwriter for an offering made pursuant to the Section 2.2 shall create any liability on the part of the Company or any other person 7.3; provided that such underwriter must be reasonably acceptable to the Holders if the Company, for any reason, decides not to file of a registration statement proposed to be filed pursuant to Section 2.2(a) or to withdraw such registration statement subsequent to its filing (except for the Company's obligation to pay the expenses in connection therewith as provided in Section 2.6), regardless of any action whatsoever that a Holder may have taken, whether as a result majority of the issuance by the Company of any notice under Section 2.2(a) or otherwiseRegistrable Securities being registered in such an offering.

Piggy-Back. Registration. ---------------------------------------------------- (a) a. If the Company proposes to register file a registration statement at any time during the six months following the termination of the Private Placement with respect to any class of equity securities under of the Act Company, whether for its own account (other than in connection with any offering of its securities (other than a registration statement on Form S-4 or S-8 (or Form S-4any successor or substantially similar forms), or their successorsa registration statement filed in connection with an exchange offer or offering of securities solely to the Company's existing shareholders), or any other form for the account of a similar limited purposeholder of securities of the Company, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation), whether or not for its own account, then the Company shall furnish promptlyin each case give prompt written notice of such proposed filing to all Holders of Registrable Securities at least 15 days before the anticipated filing date of any such registration statement by the Company, and such notice shall offer to all Holders the opportunity to have any or all of the Registrable Securities held by such Holders included in any event not less than 15 days in advance, written notice to the Holders of its intention to effect such registration and the intended method statement. Each Holder of distribution in connection therewith. Upon the written request of a Holder made Registrable Securities desiring to have its Registrable Securities registered under this Section 2.2 shall so advise the Company in writing within 15 10 days after the date of receipt of such notice by (which request shall set forth the Companyamount of Registrable Securities for which registration is requested), and the Company shall include in such registration the requested number of the Holder's statement all such Registrable Securities (a "Piggy-Back Registration")so requested to be included therein subject to the limitations set forth in Section 6 hereof. If a Holder decides not Under no circumstances shall the rights and obligations set forth in this Section 2.2 apply to include all of its Registrable Securities in any registration statement thereafter filed by the Company, the Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings after six months following the termination of its Common Stock and any other securities, all upon the terms and conditions set forth hereinPrivate Placement. (b) b. Nothing in this Section 2.2 shall create any liability on the part of the Company or any other person to the Holders if the CompanyCompany or any other person should, for any reason, decides decide not to file a registration statement proposed to be filed pursuant to Section 2.2(a) 2.2 or to withdraw such registration statement subsequent to its filing (except for the Company's obligation to pay the expenses in connection therewith as provided in Section 2.6)filing, regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by the Company of any notice under Section 2.2(a) 2.2 or otherwise.

Piggy-Back. Registration. ------------------------- Registrations (ai) If at any time the Company proposes shall determine to register any securities prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any offering acquisition of its any entity or business or equity securities (issuable in connection with stock option or other than a registration statement on Form S-8 employee or Form S-4, or their successors, or any other form for a similar limited purpose, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporationdirector benefit plans), whether or not for its own account, then the Company shall furnish promptly, and in any event not less than 15 days in advance, send to each Buyer written notice to the Holders of its intention to effect such registration and the intended method of distribution in connection therewith. Upon the written request of a Holder made to the Company determination and, if within 15 twenty days after the receipt of such notice by the Companynotice, any such holder shall so request in writing, the Company shall include in such registration the requested number statement all or any part of the Holder's such Registrable Securities such holder requests to be registered, subject to customary underwriter cutbacks applicable to all holders of registration rights on a pro rata basis (a "Piggy-Back Registration"). If a Holder decides not along with other holders of piggyback registration rights with respect to include all of its Registrable Securities in any registration statement thereafter filed by the Company); provided, that (A) the Holder Company shall nevertheless continue not be required to have the right to include register any Registrable Securities pursuant to this Section 4(u) that are (I) eligible for resale under Rule 144 without the requirement to be in any subsequent compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144, or (II) that are the subject of a then effective registration statement or and (B) if at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statements as may be statement filed by in connection with such registration, the Company with respect shall determine for any reason not to offerings register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its Common Stock and obligation to register any other securities, all upon the terms and conditions set forth herein. (b) Nothing in Registrable Securities pursuant to this Section 2.2 shall create any liability on the part of the Company or any other person to the Holders if the Company, for any reason, decides not to file a registration statement proposed to be filed pursuant to Section 2.2(a4(u) or to withdraw in connection with such registration statement subsequent to (but not from its filing (except for the Company's obligation to pay the expenses in connection therewith as provided in accordance with Section 2.64(u) hereof), regardless and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any action whatsoever that a Holder may have taken, whether Registrable Securities being registered pursuant to this Section 4(u) for the same period as a result of the issuance by the Company of any notice under Section 2.2(a) or otherwisedelay in registering such other securities.

Piggy-Back. Registration. -------------------------Registrations. (a) If at any time the Company proposes ------------------------- to register any of its securities under the Securities Act and, in connection with such offering, any offering shareholders of its the Company are given the opportunity to sell their securities (other than (i) a registration statement on Form S-8 or Form S-4, or their successors, or any other form for a similar limited purpose, (ii) a registration statement used in connection with (x) an offering to employees of the Company or any its subsidiaries or (y) a rights offering exclusively to existing holders of shares of Buyer Common Stock or (iii) a registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation), whether or not for its own account, the Company shall furnish promptly, and in any event not less than 15 days in advance, prompt written notice to the all Holders of its intention to effect such registration and the intended method of distribution in connection therewith. Upon the written request of a Holder made to the Company within 15 10 days after the receipt delivery of such notice by the Company, the Company shall include in such registration the requested number of the requesting Holder's Registrable Securities (a "Piggy-Back Registration"). If a Holder decides not ; provided, however, that such requested number shall be subject to include all of its Registrable Securities in any registration statement thereafter filed by the Company's or the underwriter's right, in view of market conditions, to refuse or reduce the Holder shall nevertheless continue number of shares that the Holders propose to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its Common Stock and any other securities, all upon the terms and conditions set forth hereinregistered. (b) Nothing in this Section 2.2 3 hereof shall create any liability on the part of the Company, or any other person, to the Holders if the Company or any other person to the Holders if the Companyshould, for any reason, decides decide not to file a registration statement proposed to be filed pursuant to Section 2.2(a3(a) or to withdraw such registration statement subsequent to its filing (except for the Company's obligation to pay the expenses in connection therewith as provided in Section 2.6)filing, regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by the Company of any notice under Section 2.2(a3(a) or otherwise.

Piggy-Back. RegistrationRegistrations. ------------------------- (a) If the Company proposes shall determine to register any securities under the Act in connection with any offering of its securities securities, either for its own account or the account of a security holder or holders exercising their registration rights (subject to the provisions of Section 2), 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 on Form S-8 covering the sale of Registrable Securities or pursuant to Form S-4, the Company will: (i) Promptly give to each Holder of Registrable Securities written notice thereof (which shall include the number of shares the Company or their successorsother security holder proposes to register and, or any other form for a similar limited purpose, or any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation), whether or not for its own accountif known, the Company shall furnish promptly, and in any event not less than 15 days in advance, written notice name of the proposed underwriter); and (ii) Use its best efforts to the Holders of its intention to effect such registration and the intended method of distribution in connection therewith. Upon the written request of a Holder made to the Company within 15 days after the receipt of such notice by the Company, the Company shall include in such registration all the requested Registrable Securities specified in a written request or requests, made by any Holder within twenty (20) days after the date of delivery of the written notice from the Company described in clause (i) above. If the underwriter advises the Company that marketing considerations require a limitation on the number of shares offered pursuant to any registration statement, then the Holder's Company may offer all of the securities it proposes to register for its own account and such limitation on any remaining securities that may, in the opinion of the underwriter, be sold will be imposed: (a) first, so as to exclude all Registrable Securities of Holders other than the Investors and their assignees; and (a "Piggy-Back Registration"). If a Holder decides not to include all b) thereafter, pro rata among the Holders who requested --- ---- inclusion of its Registrable Securities in any such registration statement thereafter filed by according to the Company, the Holder shall nevertheless continue to have the right to include any number of Registrable Securities in any subsequent registration statement or registration statements as may be filed then held by the Company with respect to offerings of its Common Stock and any other securities, all upon the terms and conditions set forth hereinsuch Holders. (b) Nothing in The Company shall select the underwriter for an offering made pursuant to this Section 2.2 3, but shall create any liability on not be required to register under the part of the Company or any other person Exchange Act prior to the Holders if the Company, for any reason, decides not to file a registration statement proposed to be filed pursuant to Section 2.2(a) or to withdraw such registration statement subsequent to its filing (except for the Company's obligation to pay the expenses in connection therewith as provided in Section 2.6), regardless of any action whatsoever that a Holder may have taken, whether as a result of the issuance by the Company of any notice under Section 2.2(a) or otherwisedate.