Common use of Piggyback and Demand Registration Rights Clause in Contracts

Piggyback and Demand Registration Rights. (a) If the Corporation shall propose to file a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), at any time during the 24-month period after the Effective Date, either on its own behalf or that of any of its shareholders for an offering of shares of the capital stock of the Corporation (including shares to be issued pursuant to the exercise of any warrants, including the Warrants) for cash or securities, the Corporation shall give written notice as promptly as possible of such proposed registration to each Noteholder and shall use reasonable efforts to include such number or amount of shares of the Stock owned by such Noteholders (including shares to be issued pursuant to the exercise of any warrants, including the Warrants) (each a "Seller" or "Registering Noteholder" and collectively, the "Sellers" or "Registering Noteholders") in such registration statement as such Seller or Sellers shall request within 10 days after receipt of such notice from the Corporation, provided, that (A) each Seller furnishes the Company with a written notice of its irrevocable exercise of the Warrants in whole or in part within 10 days after the receipt of such notice from the Corporation, (B) if shares of the Stock are being offered by the Corporation in an underwritten offering, any shares of the Stock proposed to be included in the registration statement on behalf of such Seller(s) shall be included in the underwriting offering on the same terms and conditions as the Stock being offered by the Corporation, and (C) each Seller shall be entitled to include such number of shares of the Stock owned by such Seller in such registration statement, one time only during the applicable period set forth herein, so that the proportion of shares of the Stock of each Seller to be included in such registration statement to the total number of shares of the Stock owned by him is equal to the proportion that the number of shares of the Stock of all Sellers to be included in such registration statement bears to the total number of shares of the Stock owned by all Sellers (except that each Seller shall have the right not to exercise such piggyback registration right set forth herein once, in which case such Seller shall have the right set forth in this Section 1.1 with respect to the next succeeding registration statement described in this Section 1.1 proposed to be filed by the Corporation during such 24-month period); and provided further, that (i) the Corporation shall not be required to include such number or amount of shares owned by such Seller(s) in any such registration statement if it relates solely to securities of the Corporation to be issued pursuant to a stock option or other employee benefit plan, (ii) the Corporation may, as to an offering of securities of the Corporation by the Corporation, withdraw such registration statement at its sole discretion and without the consent of any Seller and abandon such proposed offering and (iii) the Corporation shall not be required to include such number of shares of the Stock owned by such Seller in such registration statement if the Corporation is advised in writing by its underwriter or investment banking firm that it reasonably believes that the inclusion of such Seller's shares would have an adverse effect on the offering, provided that if such limitation is imposed, the effects of such limitation shall be allocated among the Sellers pro rata in proportion to the number of shares of the Stock as to which such Sellers have requested inclusion therein.

Piggyback and Demand Registration Rights. (a) If the Corporation shall propose to file a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), at any time during the 2436-month period after the Effective Date, either on its own behalf or that of any of its shareholders for an offering of shares of the capital stock of the Corporation (including shares to be issued pursuant to the exercise of any warrants, including the Warrants) for cash or securities, the Corporation shall give written notice as promptly as possible of such proposed registration to each Noteholder Holder and shall use reasonable efforts to include such number or amount of shares of the Stock owned by such Noteholders Holder (including shares to be issued pursuant to the exercise of any warrants, including the Warrants) (each a "Seller" or "Registering Noteholder" and collectively, the "Sellers" or "Registering NoteholdersHolder") in such registration statement as such Seller or Sellers Holder shall request within 10 days after receipt of such notice from the Corporation, provided, that (A) each Seller Holder furnishes the Company with a written notice of its irrevocable exercise of the Warrants desire to convert Promissory Note in whole or in part within 10 days after the receipt of such notice from the Corporation, (B) if shares of the Stock are being offered by the Corporation in an underwritten offering, any shares of the Stock proposed to be included in the registration statement on behalf of such Seller(s) Holder shall be included in the underwriting offering on the same terms and conditions as the Stock being offered by the Corporation, and (C) each Seller Holder shall be entitled to include such number of shares of the Stock owned by such Seller Holder in such registration statement, one time only during the applicable period set forth herein, so that the proportion of shares of the Stock of each Seller Holder to be included in such registration statement to the total number of shares of the Stock owned by him is equal to the proportion that the number of shares of the Stock of all Sellers Holder to be included in such registration statement bears to the total number of shares of the Stock owned by all Sellers Holder (except that each Seller Holder shall have the right not to exercise such piggyback registration right set forth herein once, in which case such Seller Holder shall have the right set forth in this Section 1.1 with respect to the next succeeding registration statement described in this Section 1.1 proposed to be filed by the Corporation during such 2436-month period); and provided further, that (i) the Corporation shall not be required to include such number or amount of shares owned by such Seller(s) Holder in any such registration statement if it relates solely to securities of the Corporation to be issued pursuant to a stock option or other employee benefit plan, (ii) the Corporation may, as to an offering of securities of the Corporation by the Corporation, withdraw such registration statement at its sole discretion and without the consent of any Seller Holder and abandon such proposed offering and (iii) the Corporation shall not be required to include such number of shares of the Stock owned by such Seller Holder in such registration statement if the Corporation is advised in writing by its underwriter or investment banking firm that it reasonably believes that the inclusion of such SellerHolder's shares would have an adverse effect on the offering, provided that if such limitation is imposed, the effects of such limitation shall be allocated among the Sellers pro Holder's Pro rata in proportion to the number of shares of the Stock as to which such Sellers have Holder has requested inclusion therein. (b) A registration filed pursuant to this Section 1.1(a) shall not be deemed to have been effected unless the registration statement related thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least nine months (or such shorter period of time in which all of the Stock registered thereunder has actually been sold thereunder); provided, however, that if, after any registration statement filed pursuant to Section 1 . 1(a) becomes effective and prior to the time the registration statement has been effective for a period of at least nine months, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court solely due to actions or omissions to act of the Corporation, such registration statement shall not be considered one of the registrations applicable pursuant to Section 1.1(a).

Piggyback and Demand Registration Rights. (a) If the Corporation shall propose to file a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), at any time during the 2436-month period after the Effective Date, either on its own behalf or that of any of its shareholders for an offering of shares of the capital stock of the Corporation (including shares to be issued pursuant to the exercise of any warrants, including the Warrants) for cash or securities, the Corporation shall give written notice as promptly as possible of such proposed registration to each Noteholder Holder and shall use reasonable efforts to include such number or amount of shares of the Stock owned by such Noteholders Holder (including shares to be issued pursuant to the exercise of any warrants, including the Warrants) (each a "Seller" or "Registering Noteholder" and collectively, the "Sellers" or "Registering NoteholdersHolder") in such registration statement as such Seller or Sellers Holder shall request within 10 days after receipt of such notice from the Corporation, provided, that (A) each Seller Holder furnishes the Company with a written notice of its irrevocable exercise of the Warrants desire to convert Promissory Note in whole or in part within 10 days after the receipt of such notice from the Corporation, (B) if shares of the Stock are being offered by the Corporation in an underwritten offering, any shares of the Stock proposed to be included in the registration statement on behalf of such Seller(s) Holder shall be included in the underwriting offering on the same terms and conditions as the Stock being offered by the Corporation, and (C) each Seller Holder shall be entitled to include such number of shares of the Stock owned by such Seller Holder in such registration statement, one time only during the applicable period set forth herein, so that the proportion of shares of the Stock of each Seller Holder to be included in such registration statement to the total number of shares of the Stock owned by him is equal to the proportion that the number of shares of the Stock of all Sellers Holder to be included in such registration statement bears to the total number of shares of the Stock owned by all Sellers Holder (except that each Seller Holder shall have the right not to exercise such piggyback registration right set forth herein once, in which case such Seller Holder shall have the right set forth in this Section 1.1 with respect to the next succeeding registration statement described in this Section 1.1 proposed to be filed by the Corporation during such 2436-month period); and provided further, that (i) the Corporation shall not be required to include such number or amount of shares owned by such Seller(s) Holder in any such registration statement if it relates solely to securities of the Corporation to be issued pursuant to a stock option or other employee benefit plan, (ii) the Corporation may, as to an offering of securities of the Corporation by the Corporation, withdraw such registration statement at its sole discretion and without the consent of any Seller Holder and abandon such proposed offering and (iii) the Corporation shall not be required to include such number of shares of the Stock owned by such Seller Holder in such registration statement if the Corporation is advised in writing by its underwriter or investment banking firm that it reasonably believes that the inclusion of such SellerHolder's shares would have an adverse effect on the offering, provided that if such limitation is imposed, the effects of such limitation shall be allocated among the Sellers Holder's pro rata in proportion to the number of shares of the Stock as to which such Sellers have Holder has requested inclusion therein. (b) A registration filed pursuant to this Section 1.1(a) shall not be deemed to have been effected unless the registration statement related thereto (i) has become effective under the Securities Act and (ii) has remained effective for a period of at least nine months (or such shorter period of time in which all of the Stock registered thereunder has actually been sold thereunder); provided, however, that if, after any registration statement filed pursuant to Section 1.1(a) becomes effective and prior to the time the registration statement has been effective for a period of at least nine months, such registration statement is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court solely due to actions or omissions to act of the Corporation, such registration statement shall not be considered one of the registrations applicable pursuant to Section 1.1(a).

Piggyback and Demand Registration Rights. (a) A. If the Corporation shall propose DCH at any time proposes to file a registration statement register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of 1933other security holders or both (other than offerings pursuant to employee plans, as amended (the "Securities Act"or noncash offerings in connection with a proposed acquisition, exchange offer, recapitalization or similar transaction), at any time during the 24-month period after the Effective Date, either on its own behalf or that of any of its shareholders for an offering of shares of the capital stock of the Corporation (including shares to be issued pursuant to the exercise of any warrants, including the Warrants) for cash or securities, the Corporation shall DCH will give written notice as promptly as possible of such proposed registration to each Noteholder and shall use reasonable efforts to include such number or amount of shares of the Stock owned by such Noteholders (including shares to be issued pursuant thereof to the exercise Company not less than 30 days prior to the filing of any warrantsits registration statement and will, including the Warrants) (each a "Seller" or "Registering Noteholder" and collectivelyat DCH's sole expense, the "Sellers" or "Registering Noteholders") include in such registration statement as such Seller or Sellers shall request within 10 days after receipt of such notice from the Corporation, provided, that (A) each Seller furnishes all Shares with respect to which the Company with a written notice of its irrevocable exercise of the Warrants requests in whole or in part writing to be so included within 10 20 days after the receipt of such notice from the Corporation, (B) if shares of the Stock are being offered by the Corporation in an underwritten offering, any shares of the Stock proposed to be included in the registration statement on behalf of such Seller(s) shall be included in the underwriting offering on the same terms and conditions as the Stock being offered by the Corporation, and (C) each Seller shall be entitled to include such number of shares of the Stock owned by such Seller in DCH's notice. If such registration statementis subject to underwriter cutbacks, one time only during then the applicable period set forth herein, so Shares that the proportion of shares of the Stock of each Seller Company proposes to sell shall be included in such registration statement in preference to all other securities of DCH. B. At any time after the total number of shares first anniversary of the Stock owned date of this Agreement, the Company may request DCH to register under the Securities Act all or any portion of the Shares held by him is equal the Company for sale in the manner specified in such notice. Following receipt of any notice under this Section 7.2(B), the Company shall use its best efforts to register under the proportion that Securities Act, for public sale in accordance with the method of disposition specified in such notice from the Company, the number of shares Shares specified in such notice. If such method of disposition shall be an underwritten public offering, the Company may designate the managing underwriter of such offering, subject to the approval of the Stock of all Sellers Company, which approval shall not be unreasonably withheld or delayed. DCH shall be obligated to register Shares pursuant to this Section 7.2(B) on two occasions only, provided, however, that such obligation shall be included in such deemed satisfied only when a registration statement bears to covering all Shares specified in notices received as aforesaid, for sale in accordance with the total number method of shares of disposition specified by the Stock owned by all Sellers (except that each Seller Company, shall have the right not to exercise become effective and, if such piggyback registration right set forth herein oncemethod of disposition is a firm commitment underwritten public offering, in which case all such Seller Shares shall have been sold thereto. Except for registration statements on Form X-0, X-0 or any successor thereto, DCH will not file with the right set forth in this Section 1.1 Securities and Exchange Commission any other registration statement with respect to its common stock, whether for its own account or that of other stockholders, from the next succeeding registration statement described in date of receipt of a notice from the Company pursuant to this Section 1.1 proposed to be filed by 7.2(B) until the Corporation during such 24-month period); and provided further, that (i) the Corporation shall not be required to include such number or amount of shares owned by such Seller(s) in any such registration statement if it relates solely to securities completion of the Corporation to be issued pursuant to a stock option or other employee benefit plan, (ii) the Corporation may, as to an offering period of securities distribution of the Corporation by the Corporation, withdraw such registration statement at its sole discretion and without the consent of any Seller and abandon such proposed offering and (iii) the Corporation shall not be required to include such number of shares of the Stock owned by such Seller in such registration statement if the Corporation is advised in writing by its underwriter or investment banking firm that it reasonably believes that the inclusion of such Seller's shares would have an adverse effect on the offering, provided that if such limitation is imposed, the effects of such limitation shall be allocated among the Sellers pro rata in proportion to the number of shares of the Stock as to which such Sellers have requested inclusion thereincontemplated thereby.

Piggyback and Demand Registration Rights. (a) If the Corporation shall propose to file a registration statement under the Securities Act of 1933, as amended (the "Securities Act"), at any time during the 2436-month period after the Effective Date, either on its own behalf or that of any of its shareholders for an offering of shares of the capital stock of the Corporation (including shares to be issued pursuant to the exercise of any warrants, including the Warrants) for cash or securities, the Corporation shall give written notice as promptly as possible of such proposed registration to each Noteholder Holder and shall use reasonable efforts to include such number or amount of shares of the Stock owned by such Noteholders Holders (including shares to be issued pursuant to the exercise of any warrants, including the Warrants) (each a "Seller" or "Registering NoteholderHolder" and collectively, the "Sellers" or "Registering NoteholdersHolders") in such registration statement as such Seller or Sellers shall request within 10 days after receipt of such notice from the Corporation, provided, that (A) each Seller furnishes the Company with a written notice of its irrevocable exercise of the Warrants in whole or in part within 10 days after the receipt of such notice from the Corporation, (B) if shares of the Stock are being offered by the Corporation in an underwritten offering, any shares of the Stock proposed to be included in the registration statement on behalf of such Seller(s) shall be included in the underwriting offering on the same terms and conditions as the Stock being offered by the Corporation, and (C) each Seller shall be entitled to include such number of shares of the Stock owned by such Seller in such registration statement, one time only during the applicable period set forth herein, so that the proportion of shares of the Stock of each Seller to be included in such registration statement to the total number of shares of the Stock owned by him is equal to the proportion that the number of shares of the Stock of all Sellers to be included in such registration statement bears to the total number of shares of the Stock owned by all Sellers (except that each Seller shall have the right not to exercise such piggyback registration right set forth herein once, in which case such Seller shall have the right set forth in this Section 1.1 with respect to the next succeeding registration statement described in this Section 1.1 proposed to be filed by the Corporation during such 24-36- month period); and provided further, that (i) the Corporation shall not be required to include such number or amount of shares owned by such Seller(s) in any such registration statement if it relates solely to securities of the Corporation to be issued pursuant to a stock option or other employee benefit plan, (ii) the Corporation may, as to an offering of securities of the Corporation by the Corporation, withdraw such registration statement at its sole discretion and without the consent of any Seller and abandon such proposed offering and (iii) the Corporation shall not be required to include such number of shares of the Stock owned by such Seller in such registration statement if the Corporation is advised in writing by its underwriter or investment banking firm that it reasonably believes that the inclusion of such Seller's shares would have an adverse effect on the offering, provided that if such limitation is imposed, the effects of such limitation shall be allocated among the Sellers pro rata in proportion to the number of shares of the Stock as to which such Sellers have requested inclusion therein.