Common use of Piggyback Rights of Securities Holders and the Company Clause in Contracts

Piggyback Rights of Securities Holders and the Company. (a) In connection with any Demand Registration that has been requested by a Securities Holder or Initiating Securities Holders, as the case may be, in accordance with subsections 2.1 and 2.3, any other Securities Holder then holding Registerable Common (a "Piggybacking Securities Holder") and the Company shall be entitled, subject to subsection 2.6(b), to participate on the same terms and conditions as such Securities Holder in the Securities Holder Public Sale Event relating thereto and offer and sell shares of Registerable Common or shares of Common Stock, respectively, therein as provided in this subsection 2.6. Any party desiring to so participate shall give written notice (a "Piggybacking Notice") to the Securities Holder requesting such Demand Registration and, if such party is not the Company, to the Company no later than fifteen (15) days following receipt of a Securities Holder Sale Notice, of the aggregate number of shares of Registerable Common that such Piggybacking Securities Holder or shares of Common Stock that the Company, as the case may be, then desires to offer and sell in such Securities Holder Public Sale Event. (b) The extent to which a Piggybacking Securities Holder or the Company may participate in any Securities Holder Public Sale Event in accordance with paragraph (a) of this subsection 2.6 shall be limited to that number of shares of Registerable Common or shares of Common Stock that will not require a reduction in the number of shares of Registerable Common of the Initiating Securities Holders or the Securities Holder requesting such Demand Registration to be included therein or change in a manner materially adverse to such Initiating Securities Holders or Securities Holder, as the case may be, the proposed method of the offering, including, without limitation, the economic benefits to such Initiating Securities Holders or Securities Holder. If the lead managing underwriter selected by the Initiating Securities Holders or the Securities Holder initiating such Securities Holder Public Sale Event (or, if the offering is not underwritten, a financial advisor to such Initiating Securities Holders or Securities Holder) determines that marketing factors require a limitation on the number of shares of Registerable Common or shares of Common Stock to be offered and sold in such offering, there shall be included in the Registration Statement with respect to such offering only that number of shares of Registerable Common held by such Piggybacking Securities Holders or shares of Common Stock to be sold by the Company, if any, that such lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize the success of the offering, which shares shall be allocated first among the Piggybacking Securities Holders on a pro rata basis based on the number of shares of Registerable Common each such Securities Holder is seeking to include in such offering and second to the Company.

Piggyback Rights of Securities Holders and the Company. (a) In connection with any Demand Registration that has been requested by a Securities Holder or Initiating 15 Securities Holders, as the case may be, in accordance with subsections 2.1 and 2.3, any other Securities Holder then holding Registerable Common (a "Piggybacking Securities Holder") and the Company shall be entitled, subject to subsection 2.6(b), to participate on the same terms and conditions as such Securities Holder in the Securities Holder Public Sale Event relating thereto and offer and sell shares of Registerable Common or shares of New Common Stock, respectively, therein as provided in this subsection 2.6. Any party desiring to so participate shall give written notice (a "Piggybacking Notice") to the Securities Holder requesting such Demand Registration and, if such party is not the Company, to the Company no later than fifteen (15) days following receipt of a Securities Holder Sale Notice, of the aggregate number of shares of Registerable Common that such Piggybacking Securities Holder or shares of New Common Stock that the Company, as the case may be, then desires to offer and sell in such Securities Holder Public Sale Event. (b) The extent to which a Piggybacking Securities Holder or the Company may participate in any Securities Holder Public Sale Event in accordance with paragraph (a) of this subsection 2.6 shall be limited to that number of shares of Registerable Common or shares of New Common Stock that will not require a reduction in the number of shares of Registerable Common of the Initiating Securities Holders or the Securities Holder requesting such Demand Registration to be included therein or change in a manner materially adverse to such Initiating Securities Holders or Securities Holder, as the case may be, the proposed method of the offering, including, without limitation, the economic benefits to such Initiating Securities Holders or Securities Holder. If the lead managing underwriter selected by the Initiating Securities Holders or the Securities Holder initiating such Securities Holder Public Sale Event (or, if the offering is not underwritten, a financial advisor to such Initiating Securities Holders or Securities Holder) determines that marketing factors require a limitation on the number of shares of Registerable Common or shares of New Common Stock to be offered and sold in such offering, there shall be included in the Registration Statement with respect to such offering only that number of shares of Registerable Common held by such Piggybacking Securities Holders or shares of New Common Stock to be sold by the Company, if any, that such lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize the success of the offering, which shares shall be allocated first among the Piggybacking Securities Holders on a pro rata basis based on the number of shares of Registerable Common each such Securities Holder is seeking to include in such offering and second to the Company.

Piggyback Rights of Securities Holders and the Company. (a) In connection with any Demand Registration that has been requested by a Securities Holder or Initiating Securities Holders, as the case may be, in accordance with subsections 2.1 and 2.3, any other Securities Holder then holding Registerable Common (a "Piggybacking Securities Holder") and the Company shall be entitled, subject to subsection 2.6(b), to participate on the same terms and conditions as such Securities Holder in the Securities Holder Public Sale Event relating thereto and offer and sell shares of Registerable Common or shares of New Common Stock, respectively, therein as provided in this subsection 2.6. Any party desiring to so participate shall give written notice (a "Piggybacking Notice") to the Securities Holder requesting such Demand Registration and, if such party is not the Company, to the Company no later than fifteen (15) days following receipt of a Securities Holder Sale Notice, of the aggregate number of shares of Registerable Common that such Piggybacking Securities Holder or shares of New Common Stock that the Company, as the case may be, then desires to offer and sell in such Securities Holder Public Sale Event. (b) The extent to which a Piggybacking Securities Holder or the Company may participate in any Securities Holder Public Sale Event in accordance with paragraph (a) of this subsection 2.6 shall be limited to that number of shares of Registerable Common or shares of New Common Stock that will not require a reduction in the number of shares of Registerable Common of the Initiating Securities Holders or the Securities Holder requesting such Demand Registration to be included therein or change in a manner materially adverse to such Initiating Securities Holders or Securities Holder, as the case may be, the proposed method of the offering, including, without limitation, the economic benefits to such Initiating Securities Holders or Securities Holder. If the lead managing underwriter selected by the Initiating Securities Holders or the Securities Holder initiating such Securities Holder Public Sale Event (or, if the offering is not underwritten, a financial advisor to such Initiating Securities Holders or Securities Holder) determines that marketing factors require a limitation on the number of shares of Registerable Common or shares of New Common Stock to be offered and sold in such offering, there shall be included in the Registration Statement with respect to such offering only that number of shares of Registerable Common held by such Piggybacking Securities Holders or shares of New Common Stock to be sold by the Company, if any, that such lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize the success of the offering, which shares shall be allocated first among the Piggybacking Securities Holders on a pro rata basis based on the number of shares of Registerable Common each such Securities Holder is seeking to include in such offering and second to the Company.

Piggyback Rights of Securities Holders and the Company. (a) In connection with any Demand Registration that has been requested by a Securities Holder or Initiating Securities Holders, as the case may be, in accordance with subsections 2.1 and 2.3, any other Securities Holder then holding Registerable Common (a "Piggybacking Securities HolderPIGGYBACKING SECURITIES HOLDER") and the Company shall be entitled, subject to subsection 2.6(b), to participate on the same terms and conditions as such Securities Holder in the Securities Holder Public Sale Event relating thereto and offer and sell shares of Registerable Common or shares of New Common Stock, respectively, therein as provided in this subsection 2.6. Any party desiring to so participate shall give written notice (a "Piggybacking NoticePIGGYBACKING NOTICE") to the Securities Holder requesting such Demand Registration and, if such party is not the Company, to the Company no later than fifteen (15) days following receipt of a Securities Holder Sale Notice, of the aggregate number of shares of Registerable Common that such Piggybacking Securities Holder or shares of New Common Stock that the Company, as the case may be, then desires to offer and sell in such Securities Holder Public Sale Event. (b) The extent to which a Piggybacking Securities Holder or the Company may participate in any Securities Holder Public Sale Event in accordance with paragraph (a) of this subsection 2.6 shall be limited to that number of shares of Registerable Common or shares of New Common Stock that will not require a reduction in the number of shares of Registerable Common of the Initiating Securities Holders or the Securities Holder requesting such Demand Registration to be included therein or change in a manner materially adverse to such Initiating Securities Holders or Securities Holder, as the case may be, the proposed method of the offering, including, without limitation, the economic benefits to such Initiating Securities Holders or Securities Holder. If the lead managing underwriter selected by the Initiating Securities Holders or the Securities Holder initiating such Securities Holder Public Sale Event (or, if the offering is not underwritten, a financial advisor to such Initiating Securities Holders or Securities Holder) determines that marketing factors require a limitation on the number of shares of Registerable Common or shares of New Common Stock to be offered and sold in such offering, there shall be included in the Registration Statement with respect to such offering only that number of shares of Registerable Common held by such Piggybacking Securities Holders or shares of New Common Stock to be sold by the Company, if any, that such lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize the success of the offering, which shares shall be allocated first FIRST among the Piggybacking Securities Holders on a pro rata PRO RATA basis based on the number of shares of Registerable Common each such Securities Holder is seeking to include in such offering and second SECOND to the Company.