Common use of Piggyback Rights of Securities Holders Clause in Contracts

Piggyback Rights of Securities Holders. (a) If the Company shall have delivered a Company Sale Notice, Securities Holders shall be entitled to participate on the same terms and conditions as the Company in the Company Public Sale Event or the Company Private Sale Event, as the case may be, to which such Company Sale Notice relates and to offer and sell shares of Registerable Common therein only to the extent provided in this subsection 3.3. Each Securities Holder desiring to participate in such offering shall notify the Company in writing, by delivering a Piggybacking Notice no later than ten (10) days following receipt of a Company Sale Notice, of the aggregate number of shares of Registerable Common that such Securities Holder then desires to sell in the offering. (b) Each Securities Holder desiring to participate in a Company Public Sale Event or a Company Private Sale Event may include shares of Registerable Common in (i) any Registration Statement relating to a Company Public Sale Event or (ii) in a Company Private Sale Event, in each case to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock to be offered and sold by the Company to be included therein or change in a manner materially adverse to the Company the proposed method of the offering, including, without limitation, the economic benefits to the Company. If the lead managing underwriter selected by the Company for such offering (or, if the offering is not underwritten, a financial advisor to the Company) determines that marketing factors require a limitation on the number of shares of Registerable Common to be offered and sold in such Company Public Sale Event or Company Private Sale Event, as the case may be, there shall be included in the offering only that number of shares of Registerable Common, 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 of Registerable Common shall be allocated among such 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 Sale Event.

Piggyback Rights of Securities Holders. (a) If the Company shall have delivered a Company Sale Notice, Securities Holders shall be entitled to participate on the same terms and conditions as the Company in the Company Public Sale Event or the Company Private Sale Event, as the case may be, to which such Company Sale Notice relates and to offer and sell shares of Registerable Registrable Common therein only to the extent provided in this subsection 3.34.3. Each Securities Holder desiring to participate in such offering shall notify the Company in writing, by delivering a Piggybacking Notice no later than ten (10) days following receipt of a Company Sale Notice, Notice of the aggregate number of shares of Registerable Registrable Common that such Securities Holder then desires to sell in the offering. (b) Each Securities Holder desiring to participate in a Company Public Sale Event or a Company Private Sale Event may include shares of Registerable Registrable Common in (i) any Registration Statement relating to a Company Public Sale Event or (ii) in a Company Private Sale Event, in each case to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock to be offered and sold by the Company to be included therein or change in a manner materially adverse to the Company the proposed method of the offering, including, without limitation, the economic benefits to the Companytherein. If the lead managing underwriter selected by the Company for such offering (or, if a Company Public Sale Event advises the offering is not underwritten, a financial advisor to Company in writing that the Company) determines that marketing factors require a limitation on the total number of shares of Registerable Common Stock to be sold by the Company together with the shares of Registrable Common which such holders intend to include in such offering would be reasonably likely to adversely affect the price or distribution of the Common Stock offered and sold in such Company Public Sale Event or Company Private Sale Eventthe timing thereof, as the case may be, then there shall be included in the offering only that number of shares of Registerable Registrable Common, 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 marketing of the offering, which ; provided that if the lead managing underwriter determines that such factors require a limitation on the number of shares of Registerable Registrable Common to be offered and sold as aforesaid and so notifies the Company in writing, the number of shares of Registrable Common to be offered and sold by Securities Holders desiring to participate in the Company Public Sale Event, shall be allocated among such those Securities Holders desiring to participate in such Company Public Sale Event on a pro rata basis based on their holdings of Registrable Common. If any Securities Holder does not request inclusion of the maximum number of shares of Registrable Common allocated to it pursuant to the above-described procedure, the remaining portion of its allocation shall be reallocated among those requesting Securities Holders whose allocation did not satisfy their requests pro rata on the basis of the number of shares of Registerable Registrable Common each held by such Securities Holder is seeking to include Holders, and this procedure shall be repeated until all of the shares of Registrable Common which may be included in such Sale Eventthe underwriting have been so allocated.

Piggyback Rights of Securities Holders. (a) If the Company shall have delivered a Company Sale Notice, Securities Holders shall be entitled to participate on the same terms and conditions as the Company in the Company Public Sale Event or the Company Private Sale Event, as the case may be, to which such Company Sale Notice relates and to offer and sell shares of Registerable Registrable Common therein only to the extent provided in this subsection 3.34.3. Each Securities Holder desiring to participate in such offering shall notify the Company in writing, by delivering a Piggybacking Notice no later than ten (10) days following receipt of a Company Sale Notice, Notice of the aggregate number of shares of Registerable Registrable Common that such Securities Holder then desires to sell in the offering. (b) Each Securities Holder desiring to participate in a Company Public Sale Event or a Company Private Sale Event may include shares of Registerable Registrable Common in (i) any Registration Statement relating to a Company Public Sale Event or (ii) in a Company Private Sale Event, in each case to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock to be offered and sold by the Company to be included therein or change in a manner materially adverse to the Company the proposed method of the offering, including, without limitation, the economic benefits to the Companytherein. If the lead managing underwriter selected by the Company for such offering a Company Public Sale Event advises the Company in writing (orwith a copy to each Securities Holder) that, if in its opinion, the offering is not underwritten, a financial advisor to the Company) determines that marketing factors require a limitation on the total number of shares of Registerable Common Stock to be sold by the Company together with the shares of Registrable Common which such holders intend to include in such offering would reasonably be expected to materially adversely affect the price or distribution of the Common Stock offered and sold in such Company Public Sale Event or Company Private Sale Eventthe timing thereof, as the case may be, then there shall be included in the offering only that number of shares of Registerable Registrable Common, if any, that such lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize materially adversely affect the success price or distribution of the offering, which Common Stock to be sold in such Company Public Sale Event; provided that if the lead managing underwriter determines that such factors require a limitation on the number of shares of Registerable Registrable Common to be offered and sold as aforesaid and so notifies the Company in writing, the number of shares of Registrable Common to be offered and sold by Securities Holders desiring to participate in the Company Public Sale Event, shall be allocated among such those Securities Holders desiring to participate in such Company Public Sale Event on a pro rata basis based on their holdings of Registrable Common. If any Securities Holder does not request inclusion of the maximum number of shares of Registrable Common allocated to it pursuant to the above-described procedure, the remaining portion of its allocation shall be reallocated among those requesting Securities Holders whose allocation did not satisfy their requests pro rata on the basis of the number of shares of Registerable Registrable Common each held by such Securities Holder is seeking to include Holders, and this procedure shall be repeated until all of the shares of Registrable Common which may be included in such Sale Eventthe underwriting have been so allocated.

Piggyback Rights of Securities Holders. (a) If the Company shall have delivered a Company Sale Notice, Securities Holders shall be entitled to participate on the same terms and conditions as the Company in the Company Public Sale Event or the Company Private Sale Event, as the case may be, to which such Company Sale Notice relates and to offer and sell shares of Registerable Common therein only to the extent provided in this subsection 3.3. Each Securities Holder desiring to participate in such offering shall notify the Company in writing, by delivering a Piggybacking Notice no later than ten (10) days following receipt of a Company Sale Notice, of the aggregate number of shares of Registerable Common that such Securities Holder then desires to sell in the offering. (b) Each Securities Holder desiring to participate in a Company Public Sale Event or a Company Private Sale Event may include shares of Registerable Common in (i) any Registration Statement relating to a Company Public Sale Event or (ii) in a Company Private Sale Event, in each case to the extent that the inclusion of such shares shall not reduce the number of shares of New Common Stock to be offered and sold by the Company to be included therein or change in a manner materially adverse to the Company the proposed method of the offering, including, without limitation, the economic benefits to the Company. If the lead managing underwriter selected by the Company for such offering (or, if the offering is not underwritten, a financial advisor to the Company) determines that marketing factors require a limitation on the number of shares of Registerable Common to be offered and sold in such Company Public Sale Event or Company Private Sale Event, as the case may be, there shall be included in the offering only that number of shares of Registerable Common, 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 of Registerable Common shall be allocated among such 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 Sale Event.

Piggyback Rights of Securities Holders. (a) If the Company shall have delivered a Company Sale Notice, Securities Holders shall be entitled to participate on the same terms and conditions as the Company in the Company Public Sale Event or the Company Private Sale Event, as the case may be, to which such Company Sale Notice relates and to offer and sell shares of Registerable Common therein only to the extent provided in this subsection 3.3. Each Securities Holder desiring to participate in such offering shall notify the Company in writing, by delivering a Piggybacking Notice no later than ten (10) days following receipt of a Company Sale Notice, Notice in respect of a Company Public Sale Event of the aggregate number of shares of Registerable Common that such Securities Holder then desires to sell in the offering. (b) Each Securities Holder desiring to participate in a Company Public Sale Event or a Company Private Sale Event may include shares of Registerable Common in (i) any Registration Statement relating to a Company Public Sale Event or (ii) in a Company Private Sale Event, in each case to the extent that the inclusion of such shares shall not reduce the number of shares of New Common Stock to be offered and sold by the Company to be included therein or change in a manner materially adverse to the Company the proposed method of the offering, including, without limitation, the economic benefits to the Company. If the lead managing underwriter selected by the Company for such offering (or, if the offering is not underwritten, a financial advisor to the Company) determines that marketing factors require a limitation on the number of shares of Registerable Common to be offered and sold in such Company Public Sale Event or Company Private Sale Event, as the case may be, there shall be included in the offering only that number of shares of Registerable Common, 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 of Registerable Common shall be allocated among such 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 Sale Event.

Piggyback Rights of Securities Holders. (a) If the Company shall have delivered a Company Sale Notice, Securities Holders shall be entitled to participate on the same terms and conditions as the Company in the Company Public Sale Event or the Company Private Sale Event, as the case may be, to which such Company Sale Notice relates and to offer and sell shares of Registerable Common therein only to the extent provided in this subsection 3.3. Each Securities Holder desiring to participate in such offering shall notify the Company in writing, by delivering a Piggybacking Notice no later than ten (10) days following receipt of a Company Sale NoticeNotice in respect of a Company Public Sale Event or four (4) days following receipt of a Company Sale Notice in respect of a Company Private Sale Event, of the aggregate number of shares of Registerable Common that such Securities Holder then desires to sell in the offering. (b) Each Securities Holder desiring to participate in a Company Public Sale Event or a Company Private Sale Event may include shares of Registerable Common in (i) any Registration Statement relating to a Company Public Sale Event or (ii) in a Company Private Sale Event, in each case to the extent that the inclusion of such shares shall not reduce the number of shares of New Common Stock to be offered and sold by the Company to be included therein or change in a manner materially adverse to the Company the proposed method of the offering, including, without limitation, the economic benefits to the Company. If the lead managing underwriter selected by the Company for such offering (or, if the offering is not underwritten, a financial advisor to the Company) determines that marketing factors require a limitation on the number of shares of Registerable Common to be offered and sold in such Company Public Sale Event or Company Private Sale Event, as the case may be, there shall be included in the offering only that number of shares of Registerable Common, 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 of Registerable Common shall be allocated among such 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 Sale Event.

Piggyback Rights of Securities Holders. (a) If the Company shall have delivered a Company Sale Notice, Securities Holders shall be entitled to participate on the same terms and conditions as the Company and/or such third parties in the Company Public Sale Event or the Company Private Sale Event, as the case may be, to which such Company Sale Notice relates and to offer and sell shares of Registerable Registrable Common therein only to the extent provided in this subsection 3.3. Each Securities Holder desiring to participate in such offering shall notify the Company in writing, by delivering a Piggybacking Notice no later than ten (10) days following receipt of a Company Sale Notice, Notice of the aggregate number of shares of Registerable Registrable Common that such Securities Holder then desires to sell in the offering. (b) Each Securities Holder desiring to participate in a Company Public Sale Event or a Company Private Sale Event may include shares of Registerable Registrable Common in (i) any Registration Statement relating to a Company Public Sale Event or (ii) in a Company Private Sale Event, in each case to the extent that the inclusion of such shares shall not reduce the number of shares of Common Stock to be offered and sold by the Company and/or such third parties to be included therein or change in a manner materially adverse to the Company the proposed method of the offering, including, without limitation, the economic benefits to the Companytherein. If the lead managing underwriter selected by the Company for such offering a Company Public Sale Event advises the Company in writing (orwith a copy to each Securities Holder) that, if in its opinion, the offering is not underwritten, a financial advisor to the Company) determines that marketing factors require a limitation on the total number of shares of Registerable Common Stock to be sold by the Company and/or such third parties together with the shares of Registrable Common which such holders intend to include in such offering would reasonably be expected to materially adversely affect the price or distribution of the Common Stock offered and sold in such Company Public Sale Event or Company Private Sale Eventthe timing thereof, as the case may be, then there shall be included in the offering only that number of shares of Registerable Registrable Common, if any, that such lead managing underwriter or financial advisor, as the case may be, reasonably and in good faith believes will not jeopardize materially adversely affect the success price or distribution of the offering, which Common Stock to be sold in such Company Public Sale Event; provided that if the lead managing underwriter determines that such factors require a limitation on the number of shares of Registerable Registrable Common to be offered and sold as aforesaid and so notifies the Company in writing, the number of shares of Registrable Common to be offered and sold by Securities Holders desiring to participate in the Company Public Sale Event, shall be allocated among such those Securities Holders desiring to participate in such Company Public Sale Event on a pro rata basis based on their holdings of Registrable Common. If any Securities Holder does not request inclusion of the maximum number of shares of Registrable Common allocated to it pursuant to the above-described procedure, the remaining portion of its allocation shall be reallocated among those requesting Securities Holders whose allocation did not satisfy their requests pro rata on the basis of the number of shares of Registerable Registrable Common each held by such Securities Holder is seeking to include Holders, and this procedure shall be repeated until all of the shares of Registrable Common which may be included in such Sale Eventthe underwriting have been so allocated.