Common use of Requests for Piggyback Registration Clause in Contracts

Requests for Piggyback Registration. The Company covenants and agrees with each Holder that, in the event the Company proposes to file at any time and from time to time after the date hereof, a registration statement on any form for the general registration of securities under the Securities Act with respect to the offering of any class of security other than in connection with an offering solely to the Company's employees pursuant to a registration statement on Form S-8 under the Securities Act or an offering pursuant to a registration statement on Form S-4 under the Securities Act, or any successor forms thereto (a "PIGGYBACK REGISTRATION STATEMENT"), then the Company shall in each such case give written notice (a "COMPANY NOTICE") of such proposed filing to each Holder so that the Company Notice is received by each Holder at least twenty (20) business days before the anticipated filing date, and such notice shall offer to each Holder the opportunity to include in such Piggyback Registration Statement such number of Registrable Securities as each may request. Notwithstanding the foregoing, the Company shall not be obligated to register the Registrable Securities of any Holder (i) unless there shall have been received by the Company, within ten (10) business days of receipt of the Company Notice by such Holder, written notice (a "PIGGYBACK NOTICE") from such Holder, which notice shall set forth the number of Registrable Securities to be so included, or (ii) if the Registrable Securities held by such Holder and its Affiliates can be transferred without registration in accordance with Rule 144 under the Securities Act or any other exemption from the registration provisions thereof (other than Rule 144A) within any 90 day period.

Requests for Piggyback Registration. The Company covenants and agrees with each Holder that, in the event the Company proposes to file at any time and from time to time after the date hereof, a registration statement on any form for the general registration of securities under the Securities Act with respect to the offering of any class of equity security (other than in connection with an offering solely to the Company's employees pursuant to a registration statement on Form S-8 under the Securities Act or an offering pursuant to a registration statement on Form S-4 under the Securities Act, or any successor forms thereto thereto), whether or not for sale for its own account (a "PIGGYBACK REGISTRATION STATEMENTPiggyback Registration Statement"), then the Company shall in each such case promptly give written notice (a "COMPANY NOTICECompany Notice") to each Holder of such proposed filing to each Holder so that the Company Notice is received by each Holder at least twenty (20) business days before the anticipated filing datefiling, and such notice shall offer to each Holder the opportunity to include in such Piggyback Registration Statement such number of Registrable Securities as each may request. Upon the written request of any such Holder (a "Piggyback Notice") made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be sold by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof. Notwithstanding the foregoing, the Company shall not be obligated to register the Registrable Securities of any Holder (i) unless there a Piggyback Notice shall have been received by the Company, Company within ten (10) business 15 days of receipt of the Company Notice by such Holder, written notice (a "PIGGYBACK NOTICE") from such Holder, which notice shall set forth the number of Registrable Securities to be so included, or (ii) if the Company shall, within 10 calendar days after receipt of a Piggyback Notice, have delivered to any Holder whose Registrable Securities held by shall have been the subject of a Piggyback Notice an opinion of counsel reasonably satisfactory to said Holder to the effect that the proposed transfer of all such Holder and its Affiliates Registrable Securities can be transferred made at such time without registration in accordance with Rule 144 145(d) under the Securities Act or any other exemption from the registration provisions thereof (other than Rule 144A). The Company shall use its best efforts to cause the underwriter of a proposed offering, if any, to permit the Holders holding Registrable Securities requested to be included in the Piggyback Registration Statement to include such Registrable Securities in the proposed offering on terms and conditions at least as favorable to the Holders holding such Registrable Securities as those offered with respect to the other securities of the Company included therein. Notwithstanding the foregoing, if the lead managing underwriter shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the Piggyback Registration Statement concurrently with the securities being registered by the Company would materially adversely affect the price, timing or distribution of such securities by the Company, then the Company will include in such registration (i) within any 90 day periodfirst, 100% of the securities the Company proposes to sell and (ii) second, to the extent of the number of Registrable Securities requested to be included in such registration, which, in the opinion of such managing underwriter, can be sold without having the adverse effect referred to above, the number of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the relative number of shares of Registrable Securities requested to be included in such registration by each such Holder.

Requests for Piggyback Registration. The Company covenants and agrees with each Holder that, in the event the Company proposes to file at any time and from time to time after the date hereof and before the date that is one year from the date hereof, a registration statement on any form for the general registration of securities under the Securities Act with respect to the offering of any class of security other than in connection with an offering solely to the Company's employees pursuant to a registration statement on Form S-8 under the Securities Act or an offering pursuant to a registration statement on Form S-4 under the Securities Act, or any successor forms thereto (a "PIGGYBACK REGISTRATION STATEMENTPiggyback Registration Statement"), then the Company shall in each such case give written notice (a "COMPANY NOTICECompany Notice") of such proposed filing to each Holder so that the Company Notice is received by each Holder at least twenty fifteen (2015) business days before the anticipated filing date, and such notice shall offer to each Holder the opportunity to include in such Piggyback Registration Statement such number of Registrable Securities as each may request. Notwithstanding the foregoing, the Company shall not be obligated to register the Registrable Securities of any Holder (i) unless there shall have been received by the Company, within ten (10) business days of receipt of the Company Notice by such Holder, written notice (a "PIGGYBACK NOTICEPiggyback Notice") from such Holder, which notice shall set forth the number of Registrable Securities to be so included, or (ii) if the Registrable Securities held by such Holder and its Affiliates can be transferred without registration in accordance with Rule 144 under the Securities Act or any other exemption from the registration provisions thereof (other than Rule 144A) within any 90 day period.

Requests for Piggyback Registration. The Company covenants and agrees with each Holder that, that in the event the Company proposes to file at any time and from time to time after 240 days from the date hereof, of closing of the Initial Public Offering a registration statement on any form for the general registration of securities under the Securities Act with respect to the offering of any class of security other than in connection with an offering solely to the Company's employees pursuant to a registration statement on Form S-8 under the Securities Act or an offering pursuant to a registration statement on Form S-4 under the Securities Act, or any successor forms thereto (a "PIGGYBACK REGISTRATION STATEMENTPiggyback Registration Statement"), then the Company shall in each such case give written notice (a "COMPANY NOTICECompany Notice") of such proposed filing to each Holder so that the Company Notice is received by each Holder at least twenty (20) business days before the anticipated filing date, and such notice shall offer to each Holder the opportunity to include in such Piggyback Registration Statement such number of Registrable Securities as each may request. Notwithstanding the foregoing, the Company shall not be obligated to register the Registrable Securities of any Holder (i) unless there shall have been received by the Company, within ten (10) business days of receipt of the Company Notice by such Holder, written notice (a "PIGGYBACK NOTICEPiggyback Notice") from such Holder, which notice shall set forth the number of Registrable Securities to be so included, or (ii) if the such Registrable Securities held by such Holder and its Affiliates can be transferred without registration in accordance with the Rule 144 under the Securities Act or any other exemption from the registration provisions thereof (other than Rule 144A). The Company shall use its reasonable best efforts to cause the underwriter of a proposed offering, if any, to permit the Holders holding Registrable Securities requested to be included in the Piggyback Registration Statement to include such Registrable Securities in the proposed offering on terms and conditions at least as favorable to the Holders holding such Registrable Securities as those offered with respect to the other securities of the Company included therein. Notwithstanding the foregoing, if any underwriter shall advise the Company in writing that, in its opinion, the distribution of the Registrable Securities requested to be included in the Piggyback Registration Statement concurrently with the securities being registered by the Company would materially adversely affect the distribution of such securities by the Company, then (i) within if the securities being offered by the Company include Common Stock (other than shares of Common Stock issuable on the conversion or exchange of other securities then being offered), the Holders holding such Registrable Securities shall delay their offering and sale for such period, not to exceed ninety (90) calendar days, as such underwriter shall request, or (ii) if the securities being offered by the Company do not include Common Stock, the Holders holding such Registrable Securities shall withdraw their offering and sale, as such underwriter shall request; PROVIDED, that the Holders holding such Registrable Securities shall have no obligation to delay or withdraw if the offering includes a secondary offering of any 90 day periodsecurities other than such Registrable Securities. In the event of the delay described in clause (i) in the preceding sentence, the Company shall file such supplements and post-effective amendments, and take any such other steps as may be necessary to permit such Holders to make their proposed offering and sale for a period of ninety (90) calendar days immediately following the end of such period of delay.

Requests for Piggyback Registration. The Company covenants and agrees with each Holder Investor that, in the event the Company proposes to file at any time and from time to time after the date hereof and before the date that is two years from the date hereof, a registration statement on any form for the general registration of securities under the Securities Act with in respect to of the offering of any class of security other than in connection with an offering solely to the Company's ’s employees pursuant to a registration statement on Form S-8 under the Securities Act or an offering pursuant to a registration statement on Form S-4 under the Securities Act, or any successor forms thereto (a "PIGGYBACK REGISTRATION STATEMENT"“Piggyback Registration Statement”), then the Company shall in each such case give written notice (a "COMPANY NOTICE"“Company Notice”) of such proposed filing to each Holder Investor so that the Company Notice is received by each Holder Investor at least twenty fifteen (2015) business days before the anticipated filing date, and such notice shall offer to each Holder Investor the opportunity to include in such Piggyback Registration Statement such number of Registrable Securities Securities, not to exceed in the aggregate 2,100,000 shares of Common Stock, as each Investor may request; provided that if the number of shares requested to be so registered exceeds 2,100,000 shares, the shares of each Investor’s to be registered thereunder shall be reduced pro rata with each other Investor’s shares so that the aggregate number thereof equals 2,100,000 shares of Common Stock. Notwithstanding the foregoing, the Company shall not be obligated to register the Registrable Securities of any Holder (i) Investor unless there shall have been received by the Company, within ten (10) business days of receipt of the Company Notice by such HolderInvestor, written notice (a "PIGGYBACK NOTICE"“Piggyback Notice”) from such HolderInvestor, which notice shall set forth the number of Registrable Securities to be so included, or (ii) if the Registrable Securities held by such Holder and its Affiliates can be transferred without registration in accordance with Rule 144 under the Securities Act or any other exemption from the registration provisions thereof (other than Rule 144A) within any 90 day period.

Requests for Piggyback Registration. The Company covenants and agrees with each Holder that, in the event the Company proposes to file at any time and from time to time after the date hereof and before the date that is two years from the date hereof, a registration statement on any form for the general registration of securities under the Securities Act with respect to the offering of any class of security other than in connection with an offering solely to the Company's employees pursuant to a registration statement on Form S-8 under the Securities Act or an offering pursuant to a registration statement on Form S-4 under the Securities Act, or any successor forms thereto (a "PIGGYBACK REGISTRATION STATEMENTPiggyback Registration Statement"), then the Company shall in each such case give written notice (a "COMPANY NOTICECompany Notice") of such proposed filing to each Holder so that the Company Notice is received by each Holder at least twenty fifteen (2015) business days before the anticipated filing date, and such notice shall offer to each Holder the opportunity to include in such Piggyback Registration Statement such number of Registrable Securities as each may request. Notwithstanding the foregoing, the Company shall not be obligated to register the Registrable Securities of any Holder (i) unless there shall have been received by the Company, within ten (10) business days of receipt of the Company Notice by such Holder, written notice (a "PIGGYBACK NOTICEPiggyback Notice") from such Holder, which notice shall set forth the number of Registrable Securities to be so included, or (ii) if the Registrable Securities held by such Holder and its Affiliates can be transferred without registration in accordance with Rule 144 under the Securities Act or any other exemption from the registration provisions thereof (other than Rule 144A) within any 90 day period.

Requests for Piggyback Registration. The Company covenants and agrees with each Holder that, that in the event the Company proposes to file at any time and from time to time after the date hereof, of this Agreement (including a filing as a result of a Demand Registration pursuant to Section 3(a)) a registration statement on any form for the general registration of securities under the Securities Act with respect to the offering of any class of security (other than in connection with an offering solely to the Company's employees pursuant to a registration statement on Form S-8 under the Securities Act or an offering pursuant to a registration statement on Form S-4 under the Securities Act, or any successor forms thereto thereto) of any Common Stock of the Company (a "PIGGYBACK REGISTRATION STATEMENTPiggyback Registration Statement"), then the Company shall in each such case give written notice (a "COMPANY NOTICECompany Notice") of such proposed filing to each Holder (other than any Holder initiating a Demand Registration pursuant to Section 3) so that the Company Notice is received by each Holder at least twenty (20) business calendar days before the anticipated filing date, and such notice shall offer to each such Holder the opportunity to include in such Piggyback Registration Statement such number of Registrable Securities as each such Holder may request. Notwithstanding the foregoing, the Company shall not be obligated to register the Registrable Securities of any Holder (i) unless there shall have been received by the Company, within ten (10) business calendar days of receipt of the Company Notice by such Holder, written notice (a "PIGGYBACK NOTICEPiggyback Notice") from such Holder, which notice shall set forth the number of Registrable Securities to be so included, or (ii) if the Company shall, within ten (10) calendar days after receipt of a Piggyback Notice, have delivered to any Holder whose Registrable Securities held by such shall have been the subject of a Piggyback Notice an opinion of counsel reasonably satisfactory to said Holder and its Affiliates to the effect that the proposed transfer can be transferred made without registration in accordance with Rule 144 under the Securities Act or any other exemption from the registration provisions thereof (other than Rule 144A). The Company shall use its reasonable best efforts to cause the underwriter of a proposed offering, if any, to permit the Holders holding Registrable Securities requested to be included in the Piggyback Registration Statement to include such Registrable Securities in the proposed offering on terms and conditions at least as favorable to the Holders holding such Registrable Securities as those offered with respect to the other securities of the Company included therein. Notwithstanding the foregoing, if any underwriter shall advise the Company in writing that, in its opinion, the total amount of Registrable Securities requested to be included in such Registration Statement is so large as to materially adversely affect the distribution of such securities, then the Company shall include in such registration, to the extent of the total number of Registrable Securities which the Company is so advised can be sold in (or during the time of) within such offering without having such adverse effect, first, all Registerable Securities requested by Palisade to be registered for its account, second, all Registerable Securities requested to be registered by other Holders, pro rata among such other Holders, third, all shares of Common Stock proposed to be registered for the account of the Company, and fourth, any 90 day periodshares of Common Stock proposed to be registered for the account of other stockholders of the Company.