Common use of Piggy-Back Clause in Contracts

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 any of its securities under the Securities Act, other 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 10 days after receipt of such notice, 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 Registrable Shares such Holder requests to be registered therein, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public 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, then the Company shall be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such Holder has requested inclusion hereunder.

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 any of its securities under the Securities Act, other 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 10 days after receipt of such notice, 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 Registrable Shares such Holder requests to be registered therein, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public 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, then the Company shall be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such Holder has requested inclusion hereunder.

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 ActRegistrations. If at any time the Company shall ------------------------- determine to register under the Securities Act (including pursuant to a demand of any stockholder of the Company exercising registration rights) any of its securities under the Securities Actsecurities, other than on Form S-8 or Form S-4 or their then equivalents, it shall send to each Holder holder of the Common Stock or Warrant Shares (the "Registrable Shares"), including each Holder holder who has the right to acquire Registrable Shares, written notice of such determination and, if within 10 20 days after receipt of such notice, such Holder 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 Registrable Shares such Holder holder requests to be registered therein, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental ("piggy-piggy back") right to include such securities in the registration statement and as to which 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 Registrable Shares with respect to which such Holder 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. 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 ActRegistration. If at any time the Company shall ------------------------- determine to register under the Securities Act (including pursuant to a demand of any stockholder of the Company exercising registration rights) any of its securities under the Securities ActShares (except shares issuable solely upon exercise of stock options, other than on Form S-8 or Form S-4 or their then equivalentsshares issuable solely pursuant to employee benefit plans), 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, Stockholder written notice of such determination and, if within 10 thirty (30) days after receipt of such notice, such Holder 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 Registrable Shares such Holder holder requests to be registered thereinregistered, except that if, in connection with any offering involving an underwriting of Common Stock Shares to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock Shares which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public 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, 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 (which may Shares requested to be none) registered by such holders, and not to the amount of such Shares then owned by such holders, and "Initial Public Offering" means the Registrable Shares with respect first fully underwritten public offering pursuant to which such Holder has requested inclusion hereunderan 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 Section 9.1 shall be construed to limit any registration required under Section 9.2.