Common use of Piggyback Registration Statement Clause in Contracts

Piggyback Registration Statement. (a) If, at any time prior to Verticalnet’s filing of the Resale Registration Statement with the SEC, Verticalnet files a Registration Statement for its own account or for the account of others (excluding Special Registration Statements), it shall notify all of the Stockholders in writing (the “Verticalnet Notice”). Each Stockholder shall have the right (the “Piggyback Right”), subject to the limitations set forth in Section 3(b), to include in any such Registration Statement all or any portion of the Merger Shares then held by such Stockholder. In order to exercise the Piggyback Right, a Stockholder shall give written notice to Verticalnet (the “Piggyback Notice”) no later than 15 days following the date on which Verticalnet gives the Verticalnet Notice. The Piggyback Notice shall set forth the number of Merger Shares that such Stockholder desires to include in the Registration Statement. (b) If the Registration Statement under which Verticalnet gives notice under this Section 3 is for an underwritten offering, Verticalnet shall so advise the Stockholders in the Verticalnet Notice. In such event, the right of any such Stockholder to be included in a registration pursuant to this Section 3 shall be conditioned upon such Stockholder’s participation in such underwritten offering and the inclusion of such Stockholder’s Merger Shares in the underwritten offering to the extent provided herein. All Stockholders proposing to distribute their Merger Shares by means of such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Verticalnet. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated in the following order of priority: (i) first, to Verticalnet, all securities Verticalnet proposes to register, whether for its own account or for the account of any of its securityholders who have exercised demand registration rights; (ii) second, to the securities of any other securityholders of Verticalnet with rights superior to those of the Stockholders; (iii) third, to the Stockholders on a pro rata basis based on the total number of Merger Shares requested to be included in such registration by the Stockholders; and (iv) fourth, to other securities requested to be included in such Registration Statement. No such reduction shall reduce the securities being offered by Verticalnet for its own account to be included in the registration and underwriting. If any Stockholder disapproves of the terms of any such underwriting, such Stockholder may elect to withdraw therefrom by written notice to Verticalnet and the underwriter, delivered at least 30 days prior to the effective date of the Registration Statement. (c) Verticalnet shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Stockholder has elected to include securities in such registration.

Piggyback Registration Statement. (a) If, 3.1 If at any time prior the Company proposes to Verticalnet’s filing register (including for this purpose a registration effected by the Company for stockholders of the Resale Registration Statement Company other than the Holders) equity securities or securities convertible or exchangeable into equity securities under the Securities Act in connection with a public offering solely for cash (other than by a registration on Form S-4 or S-8 or any successor or similar forms or filed in connection with an exchange offer or any offering of securities solely to the SECCompany's existing stockholders or otherwise pursuant to a dividend reinvestment plan or a dividend reinvestment and stock purchase plan, Verticalnet files a Registration Statement for its own account or for the account of others (excluding Special Registration Statementsand other than pursuant to Section 2), it the Company shall notify all promptly give each Holder of the Stockholders in writing Registrable Securities written notice of such registration (the “Verticalnet Notice”a "Piggyback Registration Statement"). Each Stockholder shall have Upon the right (the “Piggyback Right”), subject to the limitations set forth in Section 3(b), to include in any such Registration Statement all or any portion written request of the Merger Shares then held by such Stockholder. In order to exercise the Piggyback Right, a Stockholder shall give written notice to Verticalnet (the “Piggyback Notice”) no later than 15 each Holder given within fifteen days following the date on which Verticalnet gives the Verticalnet Notice. The Piggyback Notice shall set forth the number of Merger Shares that such Stockholder desires to include in the Registration Statement. (b) If the Registration Statement under which Verticalnet gives notice under this Section 3 is for an underwritten offering, Verticalnet shall so advise the Stockholders in the Verticalnet Notice. In such eventnotice, the right of any such Stockholder to be included in a registration pursuant to this Section 3 Company shall be conditioned upon such Stockholder’s participation in such underwritten offering and the inclusion of such Stockholder’s Merger Shares in the underwritten offering to the extent provided herein. All Stockholders proposing to distribute their Merger Shares by means of such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Verticalnet. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated in the following order of priority: (i) first, to Verticalnet, all securities Verticalnet proposes to register, whether for its own account or for the account of any of its securityholders who have exercised demand registration rights; (ii) second, to the securities of any other securityholders of Verticalnet with rights superior to those of the Stockholders; (iii) third, to the Stockholders on a pro rata basis based on the total number of Merger Shares requested cause to be included in such registration by statement and use its reasonable best efforts to be registered under the StockholdersSecurities Act all the Registrable Securities that each such Holder shall have requested to be registered; and provided, however, that such right of inclusion shall not apply to any registration statement covering an underwritten offering of convertible or exchangeable securities or equity securities other than Common Stock if the Underwriters' Representative or Agent shall advise the Company in writing (ivwith a copy to each Selling Holder) fourththat in its opinion, the kind of Registrable Securities requested to other be included in the Piggyback Registration Statement would adversely affect the offering of the convertible or exchangeable securities or equity securities or the timing thereof. The Company shall have the absolute right at any time to withdraw or cease to prepare or file any registration statement for any offering referred to in this Section 3 without any obligation or liability to any Holder. 3.2 If the Underwriters' Representative or Agent shall advise the Company in writing (with a copy to each Selling Holder) that, in its opinion, the amount of securities requested to be included in such Registration Statement. No offering (whether by the Company, the Selling Holders or other selling stockholders) exceeds the amount which can be sold in such reduction shall reduce offering within a price range acceptable to the Company, the securities being offered by Verticalnet for its own account to be included in such offering and the related registration shall be reduced in the following order to an amount which can be sold within such price range: first the amount of securities to be included in the offering and registration by any selling stockholder other than the Selling Holders shall be reduced until no such securities are included therein; second, the amount of Registrable Securities that the Selling Holders have requested be included in the offering and underwriting. registration shall be reduced on a pro rata basis among all Selling Holders based on the relative number of securities each has requested be included in such offering; and third, the amount of securities to be included in the offering and registration by the Company shall be reduced. 3.3 During the term of this Agreement, each Holder shall be entitled to have its Registrable Securities included in an unlimited number of Piggyback Registration Statements pursuant to this Section 3. 3.4 If the Company has previously filed a registration statement with respect to Registerable Securities pursuant to Section 2.1 or pursuant to this Section 3, and if such previous registration statement has not been withdrawn or abandoned, the Company will not file or cause to be effected any Stockholder disapproves of the terms other registration of any of its equity securities or securities convertible or exchangeable into or exercisable for its equity securities under the Securities Act (except on Form S-8 or any successor form), whether on its own behalf or at the request of any holder or holders of such underwritingsecurities, such Stockholder may elect to withdraw therefrom by written notice to Verticalnet and the underwriter, delivered at least 30 until a period of 180 days prior to has elapsed from the effective date of the Registration Statementsuch a previous registration statement. (c) Verticalnet shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Stockholder has elected to include securities in such registration.

Piggyback Registration Statement. (a) If, at any time prior to Verticalnet’s filing of the Resale Registration Statement with the SEC, Verticalnet files a Registration Statement for its own account or for the account of others (excluding Special Registration Statements), it shall notify all of the Stockholders Shareholders in writing (the “Verticalnet Notice”). Each Stockholder Shareholder shall have the right (the “Piggyback Right”), subject to the limitations set forth in Section 3(b), to include in any such Registration Statement all or any portion of the Merger Acquisition Shares then held by such StockholderShareholder, which were not included in a Resale Registration Statement previously filed with the SEC pursuant to Section 2. In order to exercise the Piggyback Right, a Stockholder Shareholder shall give written notice to Verticalnet (the “Piggyback Notice”) no later than 15 days following the date on which Verticalnet gives the Verticalnet Notice. The Piggyback Notice shall set forth the number of Merger Acquisition Shares that such Stockholder Shareholder desires to include in the Registration Statement. (b) If the Registration Statement under which Verticalnet gives notice under this Section 3 is for an underwritten offering, Verticalnet shall so advise the Stockholders Shareholders in the Verticalnet Notice. In such event, the right of any such Stockholder Shareholder to be included in a registration pursuant to this Section 3 shall be conditioned upon such StockholderShareholder’s participation in such underwritten offering and the inclusion of such StockholderShareholder’s Merger Acquisition Shares in the underwritten offering to the extent provided herein. All Stockholders The Shareholders proposing to distribute their Merger Acquisition Shares by means of such underwritten offering shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by Verticalnet. Notwithstanding any other provision of the this Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated in the following order of priority: (i) first, to Verticalnet, all securities Verticalnet proposes to register, whether for its own account or for the account of any of its securityholders who have exercised demand registration rights; (ii) second, to the securities of any other securityholders of Verticalnet with rights superior to those of the StockholdersShareholders; (iii) third, to the Stockholders Shareholders on a pro rata basis based on the total number of Merger Acquisition Shares requested to be included in such registration by the StockholdersShareholders; and (iv) fourth, to other securities requested to be included in such Registration Statement. No such reduction shall reduce the securities being offered by Verticalnet for its own account to be included in the registration and underwriting. If any Stockholder Shareholder disapproves of the terms of any such underwriting, such Stockholder Shareholder may elect to withdraw therefrom by written notice to Verticalnet and the underwriter, delivered at least 30 days prior to the effective date of the Registration Statement. (c) Verticalnet shall have the right to terminate or withdraw any registration initiated by it under this Section 3 prior to the effectiveness of such registration whether or not any Stockholder Shareholder has elected to include securities in such registration.