Common use of Piggyback Clause in Contracts

Piggyback. Rights If at any time following the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).

Piggyback. Rights If a) If, at any time following on or before December 31, 1999, the date Purchaser proposes to file a registration statement relating to any of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of its Common Stock or other securities under the 1933 Act (other than pursuant to a registration statement on Form S-4 Forms S-8 or Form S-8 (S-4, or a similar or any successor formforms)) with respect to an offering of Common Stock by , the Company for its own account or for the account of any of its stockholdersPurchaser will promptly, it shall at each such time promptly give written notice to the Holders of its intention to do so (but in no any event not less than twenty (20) days before the anticipated filing date) and, prior to the extent permitted under initial filing of such registration statement, deliver written notice of such intention to the provisions Shareholders, setting forth the type of Rule 415 under securities proposed to be registered, the 1933 Act intended method of disposition, the maximum proposed offering price, commissions, and SEC Guidancediscounts in connection therewith and other relevant information. Shareholders holding in the aggregate 10% or more of the Payment Shares ("Registering Holders") so request within fifteen (15) days after such notification, include the Purchaser hereby agrees to use its best efforts to register the Shares or any part thereof by inclusion in such registration all Registrable Securities with respect to which statement so that such Shares may be sold at such times and in such manner as the Company has received written requests for inclusion therein within ten holder thereof shall determine. (101) days after receipt of If the Company’s notice (a “Piggyback Registration”). Such notice shall offer the holders of the Registrable Securities the opportunity to register such total number of shares of Registrable Securities as Common Stock that Registering Holders desire to sell under the registration statement exceeds the number deemed acceptable by the Purchaser, in good faith, each such holder Registering Holder may request and shall indicate have included a number of shares equal to the intended method product obtained from multiplying a fraction, the numerator of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that which is the number of Registrable Securities requested shares of Common Stock held by such Registering Holder and the denominator of which is the number of shares of Common Stock held by all Registering Holders desiring to sell times the number of shares of Common Stock held by all Registering Holders that Purchaser determines may be included in the registration statement. The Purchaser shall not be required to include any shares of Common Stock for the account of persons other than the Purchaser in any registration statement filed by the Purchaser if it is advised in writing by its managing underwriters that the inclusion of any such shares may, in their opinion, raise a reasonable question as to whether the proposed offering could be successfully consummated on terms acceptable to the Purchaser; provided, however, that if any shares of Common Stock are to be registered for the account of any Person other than the Purchaser, the Registering Holders of the Shares shall be entitled as a matter of right to have their securities covered by such registration pursuant to this Section 6(d), when added to the number of statement before any other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the Holders non-Purchaser Persons on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion as provided in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, this subsection. (A1) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold If any Shares are included in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the a registration statement filed in connection with such registrationa firm commitment underwriting, the Company shall determine for any reason not holder thereof agrees to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice sell its Shares to the Holders and, thereupon, shall be relieved of its obligation underwriters pursuant to register any Registrable Securities an underwriting agreement in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit form acceptable to the Company’s liabilities and/or obligations under this Agreement, including, without limitation, Purchaser and the obligation to pay liquidated damages under Section 2(d)managing underwriters named therein.

Piggyback. Rights If at any time following prior to the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) Expiration Date the Company proposes for any reason to register any shares of its Common Stock under the 1933 Securities Act on any form for the registration of its Common Stock under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)the "Registration Statement") with respect to an offering of Common Stock by the Company for its own account or for the account of stockholders (other than a registration relating to (i) a registration of a stock option, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or a dividend investment plan; (ii) a registration of its stockholderssecurities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation; or (iii) a registration of securities proposed to be issued in exchange for other securities of the Company) in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "Piggyback Registration"), it shall will at each such time promptly give prompt written notice to the Holders Holder of its intention to do so (but in no event less than twenty (20) days before and of the anticipated filing date) and, Holder's rights under this Section 7. Such rights are referred to hereinafter as "Piggyback Registration Rights". Upon the written request of the Holder to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein made within ten (10) days after receipt the giving of the Company’s any such notice (a “Piggyback Registration”). Such notice which request shall offer specify the holders of the Registrable Securities the opportunity to register such number of shares Shares intended to be disposed of Registrable Securities as each such holder may request by the Holder and shall indicate the intended method of distribution disposition thereof) (such Shares being for purposes of such Registrable Securities. If this Section 7, the managing underwriter of any underwritten offering shall inform "Registered Shares"), the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 6(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall will include in such registration, to the extent of Registration Statement the total number of securities Registered Shares which the Company is has been so advised can be sold in (or during requested to register by the time of) such offering without so materially adversely affecting such offering (the “Sale Number”)Holder, securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock provided that the Company proposes to register for its own account; and (y) second, the Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company Company's obligation shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time continue after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date exercise of the registration statement Warrants, but it need not include any Registered Shares in a Registration Statement filed in connection with such registration, after the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, the Company shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d)Expiration Date.

Piggyback. Rights (i) If at any time following after the date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) Effective Date the Company proposes for any reason to register any shares of Common Stock under the 1933 Act (other otherwise than in connection with the registration of securities issuable pursuant to an employee stock option, stock purchase or similar plan or pursuant to a merger, exchange offer or similar transaction effected in accordance with the terms and conditions of this Warrant), the Company shall give the Holder notice of such proposed registration at least thirty (30) days prior to the filing of a registration statement. At the written request of the Holder delivered to the Company within fifteen (15) days after the receipt of such notice from the Company, which request shall state the number of Registration Shares that the Holder wishes to sell or distribute publicly under the registration statement on Form S-4 or Form S-8 (or proposed to be filed by the Company, the Company shall use its best efforts to register under the Act such Registration Shares, and to cause such registration to become and remain effective as provided in this Section 10. Shareholders owning a similar or successor form)) with respect to an offering majority of the shares of Common Stock by requested to be registered in connection with an underwritten secondary registration shall have the Company for its own account or for right to select the account of underwriters and managers to administer any of its stockholderssuch offering. (ii) Subject to Section 10(a)(iv), it shall at each if such time promptly give written notice to the Holders of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such a registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after receipt is an underwritten primary registration on behalf of the Company’s notice (a “Piggyback Registration”). Such notice shall offer , and the holders of managing underwriter thereof advises the Registrable Securities Company in writing that in its opinion the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant exceeds the number which can be sold in such offering, the Company will include in such registration: (A) first, the shares of Common Stock the Company proposes to this Section 6(d)sell; (B) second, when added the shares of Common Stock the Other Holders propose to sell in proportion to the number of other securities shares each such shareholder proposes to sell; and (C) third, the Registration Shares. (iii) Subject to Section 10(a)(iv), if a registration under this Section 10(a) is an underwritten secondary registration on behalf of certain of the Company's shareholders, and the managing underwriter thereof advises the Company in writing that in its opinion the number of shares of Common Stock requested to be offered included in such registration by exceeds the Company, would materially adversely affect number which can be sold in such offering, then the Company shall will include in such registration: (A) first, the shares of Common Stock the Other Holders propose to sell in proportion to the extent number of shares each such shareholder proposes to sell; and (B) second, the shares of Common Stock the Holder proposes to sell. In the event the Company subsequently agrees to participate in such a secondary registration, the shares of Common Stock the Company proposes to sell will have priority over the shares the Holder or the other shareholders of the total Company propose to sell in such registration. (iv) If a registration under this Section 10(a) is an underwritten primary registration on behalf of the Company that is not the Initial Public Offering or the first underwritten registration of Common Stock after the Initial Public Offering, and the managing underwriter thereof advises the Company in writing that in its opinion the number of securities shares requested to be included in such registration exceeds the number which the Company is so advised can be sold in (or during such offering, the time of) Company will include in such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priorityregistration: (xA) first, all the shares of Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own accountsell; and (yB) second, the shares of Common Stock the Other Holders on a pro rata basis based on propose to sell and the number of Registrable Securities subject Registration Shares the Holder proposes to registration rights owned by each holder requesting inclusion sell, all in relation proportion to the number of Registrable Securities then owned shares each such shareholder proposes to sell; and (C) third, any other shares of Common Stock to be sold by all holders requesting inclusionany other shareholder. Notwithstanding If a registration under this Section 10(a) is an underwritten secondary registration on behalf of certain of the foregoingCompany's shareholders that is not the Initial Public Offering or the first underwritten registration of Common Stock after the Initial Public Offering, and the managing underwriter thereof advises the Company in writing that in its opinion the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration: (A) if such registration involves an underwritten public offeringfirst, the shares of Common Stock the Other Holders must propose to sell their Registrable Securities toand the Registration Shares the Holder proposes to sell, if applicable, the underwriter(s) at the same price and subject all in proportion to the same underwriting discounts and commissions that apply number of shares each such shareholder proposes to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, sell; and (B) ifsecond, at any time after giving written notice other shares of its intention Common Stock to register be sold by any Registrable Securities pursuant other shareholder. In the event the Company subsequently agrees to this Section 6(e) and prior to the effective date of the registration statement filed participate in connection with such a secondary registration, the Company shall determine for any reason not to cause such registration statement to become effective under the Securities Act, shares of Common Stock the Company shall deliver written notice proposes to sell will have priority over the Holders and, thereupon, shall be relieved shares the Holder or the other shareholders of its obligation the Company propose to register any Registrable Securities sell in connection with such registration; provided, however, that nothing contained in this Section 6(e) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under Section 2(d).