Common use of Restricted Stock; Piggyback Registration Rights Clause in Contracts

Restricted Stock; Piggyback Registration Rights. The shares to be issued hereunder (the “Merger Shares”) have not been registered with the United States Securities and Exchange Commission (“SEC”) or with the securities regulatory authority of any state. The Merger Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. Parent, following the Merger, may also be referred to herein as “SplashPM.” At such time, if ever, that SplashPM determines to file a registration statement with the SEC relating to an offering for its own account, or the account of others under the Act, of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other bonafide employee benefit plans) (the “Registration Statement”), SplashPM shall send written notice of such determination to those Company Shareholders entitled to piggyback registration rights under the Note Conversion and Preferred Stock Conversion Agreements (collectively the “Registration Rights Holders” and individually a “Rights Holder”), and, if within 10 days after the date of receipt of such notice the Registration Rights Holders, or any of them, shall so request in writing, SplashPM shall include within the Registration Statement all or any part of the Merger Shares (“Registerable Securities”) requested to be registered, provided however Registerable Securities may be removed pro rata to the percentage of securities being removed by other selling shareholders whose shares are also covered by the Registration Statement (“Removed Registerable Securities”) if such removals are required to comply with any written comments from the SEC with respect to Rule 415 promulgated under the Act. The Company covenants to maintain the effectiveness of the Registration Statement, and of any registration statement filed thereafter which must include the Removed Registerable Securities, if any, (an “RRS Registration Statement”), by promptly preparing and filing post-effective amendments to the Registration Statement and RRS Registration Statement until all of the Registerable Securities and Removed Registerable Securities are sold. The registration rights granted herein shall remain in full effect and continue to extend to the Registerable Securities and Removed Registerable Securities until they are sold. All fees and costs of or incidental to any such registration statement shall be borne by the Company and SplashPM. All shares of restricted common stock of Parent outstanding at the time of Closing and all shares of common stock underlying outstanding options of Parent at time of Closing shall be provided and accorded the same registration rights as given hereunder to Registration Rights Holders. Parent further covenants that it will not extend, provide or permit piggyback registration rights to any holder of Permitted Closing Debt for so long as any Rights Holder has not fully sold its Registerable Securities.

Restricted Stock; Piggyback Registration Rights. The shares to be issued hereunder (the “Merger Shares”) have not been registered with the United States Securities and Exchange Commission (“SEC”) or with the securities regulatory authority of any state. The Merger Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. Parent, following the Merger, may also be referred to herein as “SplashPM.” At such time, if ever, that SplashPM determines to file a registration statement with the SEC relating to an offering for its own account, or the account of others under the Act, of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other bonafide employee benefit plans) (the “Registration Statement”), SplashPM shall send written notice of such determination to those Company Shareholders entitled to piggyback registration rights under the Note Conversion and Preferred Stock Conversion Agreements (collectively the “Registration Rights Holders” and individually a “Rights Holder”), and, if within 10 days after the date of receipt of such notice the Registration Rights Holders, or any of them, shall so request in writing, SplashPM shall include within the Registration Statement all or any part of the Merger Shares (“Registerable Securities”) requested to be registered, provided however Registerable Securities may be removed pro rata to the percentage of securities being removed by other selling shareholders whose shares are also covered by the Registration Statement (“Removed Registerable Securities”) if such removals are required to comply with any written comments from the SEC with respect to Rule 415 promulgated under the Act. The Company covenants to maintain the effectiveness of the Registration Statement, and of any registration statement filed thereafter which must include the Removed Registerable Securities, if any, (an “RRS Registration Statement”), by promptly preparing and filing post-effective amendments to the Registration Statement and RRS Registration Statement until all of the Registerable Securities and Removed Registerable Securities are sold. The registration rights granted herein shall remain in full effect and continue to extend to the Registerable Securities and Removed Registerable Securities until they are sold. All fees and costs of or incidental to any such registration statement shall be borne by the Company and SplashPM. All shares of restricted common stock of Parent outstanding at the time of Closing and all shares of common stock underlying outstanding options of Parent at time of Closing shall be provided and accorded the same registration rights as given hereunder to Registration Rights Holders. Parent further covenants that it will not extend, provide or permit piggyback registration rights to any holder of Permitted Closing Debt for so long as any Rights Holder has not fully sold its Registerable Securities. Notwithstanding anything to the contrary herein, SplashPM will not be required to include any Registrable Shares on any registration statement if such securities may be resold pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, without volume limitation. Notwithstanding anything contained herein, if the managing underwriter(s) of an offering being conducted by SplashPM advise(s) SplashPM and the Holder(s) of the Registrable Shares in writing that the aggregate number of shares of Common Stock to be sold by the Company or any other stockholder (other than a Holder), if any, and Registrable Shares requested to be included in the offering exceeds the amount that they believe could be sold without adversely affecting the offering, then the aggregate number of shares of Common Stock to be sold by SplashPM or any other stockholder (other than a Holder), if any, and Registrable Shares will be reduced to the amount recommended by such managing underwriter(s). For avoidance of doubt once the common stock issued or issuable pursuant to the Note Conversion Agreement and Preferred Stock Conversion Agreement (including the Registrable Securities Shares) may be sold under Rule 144 without volume limitations such securities shall not be entitled to any registration rights pursuant to the Merger Agreement (as amended) and the Company shall not be required to provide such Holder with the notice referenced in Paragraph 8.8.”

Restricted Stock; Piggyback Registration Rights. The shares Conversion Shares to be issued hereunder (the “Merger Shares”) have not been registered with the United States Securities and Exchange Commission (“SEC”) or with the securities regulatory authority of any state. The Merger Conversion Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. Parent, following the Merger, may also be referred to herein as “SplashPM.” At such time, if ever, that SplashPM determines to file a registration statement with the SEC Securities and Exchange Commission (“SEC”) relating to an offering for its own account, or the account of others under the Act, of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other bonafide employee benefit plans) (the “Registration Statement”), SplashPM shall send to Noteholder written notice of such determination to those Company Shareholders entitled to piggyback registration rights under the Note Conversion and Preferred Stock Conversion Agreements (collectively the “Registration Rights Holders” and individually a “Rights Holder”), and, if within 10 days after the date of receipt of such notice the Registration Rights Holders, or any of them, Noteholder shall so request in writing, SplashPM shall include within the Registration Statement in such registration statement all or any part of the Merger Conversion Shares (“Registerable Securities”) requested that Noteholder requests to be registered, provided however Registerable Securities any Conversion Shares may be removed pro rata to the percentage of securities being removed by other selling shareholders whose shares are also covered by the Registration Statement (“Removed Registerable SecuritiesConversion Shares”) if such removals are required to comply with any written comments from the SEC with respect to Rule 415 promulgated under the Act. The Company covenants to maintain the effectiveness of the Registration Statement, and of any registration statement filed thereafter which must include the Removed Registerable Securities, Conversion Shares if any, any (an “RRS RCS Registration Statement”), by promptly preparing and filing post-effective amendments to the Registration Statement and RRS RCS Registration Statement until all of the Registerable Securities Conversion Shares and Removed Registerable Securities Conversion Shares are sold. The registration rights granted herein shall remain in full effect and continue to extend to the Registerable Securities Conversion Shares and Removed Registerable Securities Conversion Shares until they are sold. All fees and costs of or incidental to any such registration statement shall be borne by the Company and SplashPM. All shares of restricted common stock of Parent outstanding at the time of Closing and all shares of common stock underlying outstanding options of Parent at time of Closing shall be provided and accorded the same registration rights as given hereunder to Registration Rights Holders. Parent further covenants that it will not extend, provide or permit piggyback registration rights to any holder of Permitted Closing Debt for so long as any Rights Holder has not fully sold its Registerable Securities.

Restricted Stock; Piggyback Registration Rights. The shares Conversion Shares to be issued hereunder (the “Merger Shares”) have not been registered with the United States Securities and Exchange Commission (“SEC”) or with the securities regulatory authority of any state. The Merger Conversion Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. Parent, following the Merger, may also be referred to herein as “SplashPM.” At such time, if ever, that SplashPM determines to file a registration statement with the SEC Securities and Exchange Commission (“SEC”) relating to an offering for its own account, or the account of others under the Act, of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other bonafide bona fide employee benefit plans) (the “Registration Statement”), SplashPM shall send to Preferred Holder written notice of such determination to those Company Shareholders entitled to piggyback registration rights under the Note Conversion and Preferred Stock Conversion Agreements (collectively the “Registration Rights Holders” and individually a “Rights Holder”), and, if within 10 days after the date of receipt of such notice the Registration Rights Holders, or any of them, Preferred Holder shall so request in writing, SplashPM shall include within in the Registration Statement all or any part of the Merger Conversion Shares (“Registerable Securities”) requested that Preferred Holder requests to be registered, provided however Registerable Securities any Conversion Shares may be removed pro rata to the percentage of securities being removed by other selling shareholders whose shares are also covered by the Registration Statement (“Removed Registerable SecuritiesConversion Shares”) if such removals are required to comply with any written comments from the SEC with respect to Rule 415 promulgated under the Act. The Company covenants to maintain the effectiveness of the Registration Statement, and of any registration statement filed thereafter which must include the Removed Registerable Securities, Conversion Shares if any, any (an “RRS RCS Registration Statement”), by promptly preparing and filing post-effective amendments to the Registration Statement and RRS RCS Registration Statement until all of the Registerable Securities Conversion Shares and Removed Registerable Securities Conversion Shares are sold. The registration rights granted herein shall remain in full effect and continue to extend to the Registerable Securities Conversion Shares and Removed Registerable Securities Conversion Shares until they are sold. All fees and costs of or incidental to any such registration statement shall be borne by the Company and SplashPM.” Notwithstanding anything to the contrary herein, the Company will not be required to include any Conversion Shares on any registration statement if such Conversion Shares may be resold pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, without volume limitation. All For avoidance of doubt once the Conversion Shares may be sold under Rule 144 without volume limitation such Conversion Shares shall not be entitled to any registration rights pursuant to the Conversion Agreement (as amended) and the Company shall not be required to provide such Holder with the notice referenced in Paragraph 3. Notwithstanding anything contained herein, if the managing underwriter(s) of an offering being conducted by the Company advise(s) the Company and the Holder(s) of the Conversion Shares in writing that the aggregate number of shares of restricted common stock Common Stock to be sold by the Company or any other stockholder (other than a Holder), if any, and Conversion Shares requested to be included in the offering exceeds the amount that they believe could be sold without adversely affecting the offering, then the aggregate number of Parent outstanding at the time of Closing and all shares of common stock underlying outstanding options Common Stock to be sold by the Company or any other stockholder (other than a Holder), if any, and Conversion Shares will be reduced to the amount recommended by such managing underwriter(s). For avoidance of Parent at time of Closing doubt once the Conversion Shares may be sold under Rule 144 without volume limitation such Conversion Shares shall not be provided and accorded the same entitled to any registration rights pursuant to the Conversion Agreement (as given hereunder amended) and the Company shall not be required to Registration Rights Holders. Parent further covenants that it will not extend, provide or permit piggyback registration rights to any holder of Permitted Closing Debt for so long as any Rights such Holder has not fully sold its Registerable Securitieswith the notice referenced in Paragraph 3.”

Restricted Stock; Piggyback Registration Rights. The shares Conversion Shares to be issued hereunder (the “Merger Shares”) have not been registered with the United States Securities and Exchange Commission (“SEC”) or with the securities regulatory authority of any state. The Merger Conversion Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. Parent, following the Merger, may also be referred to herein as “SplashPM.” At such time, if ever, that SplashPM determines to file a registration statement with the SEC Securities and Exchange Commission (“SEC”) relating to an offering for its own account, or the account of others under the Act, of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other bonafide employee benefit plans) (the “Registration Statement”), SplashPM shall send to Noteholder written notice of such determination to those Company Shareholders entitled to piggyback registration rights under the Note Conversion and Preferred Stock Conversion Agreements (collectively the “Registration Rights Holders” and individually a “Rights Holder”), and, if within 10 days after the date of receipt of such notice the Registration Rights Holders, or any of them, Noteholder shall so request in writing, SplashPM shall include within the Registration Statement in such registration statement all or any part of the Merger Conversion Shares (“Registerable Securities”) requested that Noteholder requests to be registered, provided however Registerable Securities any Conversion Shares may be removed pro rata to the percentage of securities being removed by other selling shareholders whose shares are also covered by the Registration Statement (“Removed Registerable SecuritiesConversion Shares”) if such removals are required to comply with any written comments from the SEC with respect to Rule 415 promulgated under the Act. The Company covenants to maintain the effectiveness of the Registration Statement, and of any registration statement filed thereafter which must include the Removed Registerable Securities, Conversion Shares if any, any (an “RRS RCS Registration Statement”), by promptly preparing and filing post-effective amendments to the Registration Statement and RRS RCS Registration Statement until all of the Registerable Securities Conversion Shares and Removed Registerable Securities Conversion Shares are sold. The registration rights granted herein shall remain in full effect and continue to extend to the Registerable Securities Conversion Shares and Removed Registerable Securities Conversion Shares until they are sold. All fees and costs of or incidental to any such registration statement shall be borne by the Company and SplashPM. All Notwithstanding anything to the contrary herein, the Company will not be required to include any Conversion Shares on any registration statement if such securities may be resold pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended, without volume limitation. For avoidance of doubt once the Conversion Shares may be sold under Rule 144 without volume limitation such Conversion Shares shall not be entitled to any registration rights pursuant to the Conversion Agreement (as amended) and the Company shall not be required to provide such Holder with the notice referenced in Paragraph 3. Notwithstanding anything contained herein, if the managing underwriter(s) of an offering being conducted by the Company advise(s) the Company and the Holder(s) of the Conversion Shares in writing that the aggregate number of shares of restricted common stock Common Stock to be sold by the Company or any other stockholder (other than a Holder), if any, and Conversion Shares requested to be included in the offering exceeds the amount that they believe could be sold without adversely affecting the offering, then the aggregate number of Parent outstanding at the time of Closing and all shares of common stock underlying outstanding options Common Stock to be sold by the Company or any other stockholder (other than a Holder), if any, and Conversion Shares will be reduced to the amount recommended by such managing underwriter(s). For avoidance of Parent at time of Closing doubt once the Conversion Shares may be sold under Rule 144 without volume limitation such Conversion Shares shall not be provided and accorded the same entitled to any registration rights pursuant to the Conversion Agreement (as given hereunder amended) and the Company shall not be required to Registration Rights Holders. Parent further covenants that it will not extend, provide or permit piggyback registration rights to any holder of Permitted Closing Debt for so long as any Rights such Holder has not fully sold its Registerable Securitieswith the notice referenced in Paragraph 3.

Restricted Stock; Piggyback Registration Rights. The shares Conversion Shares to be issued hereunder (the “Merger Shares”) have not been registered with the United States Securities and Exchange Commission (“SEC”) or with the securities regulatory authority of any state. The Merger Conversion Shares are subject to restrictions imposed by federal and state securities laws and regulations on transferability and resale, and may not be transferred assigned or resold except as permitted under the Securities Act of 1933, as amended (the “Act”), and the applicable state securities laws, pursuant to registration thereunder or exemption therefrom. Parent, following the Merger, may also be referred to herein as “SplashPM.” At such time, if ever, that SplashPM determines to file a registration statement with the SEC Securities and Exchange Commission (“SEC”) relating to an offering for its own account, or the account of others under the Act, of any of its equity securities (other than on Form S-4 or Form S-8 or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other bonafide bona fide employee benefit plans) (the “Registration Statement”), SplashPM shall send to Preferred Holder written notice of such determination to those Company Shareholders entitled to piggyback registration rights under the Note Conversion and Preferred Stock Conversion Agreements (collectively the “Registration Rights Holders” and individually a “Rights Holder”), and, if within 10 days after the date of receipt of such notice the Registration Rights Holders, or any of them, Preferred Holder shall so request in writing, SplashPM shall include within in the Registration Statement all or any part of the Merger Conversion Shares (“Registerable Securities”) requested that Preferred Holder requests to be registered, provided however Registerable Securities any Conversion Shares may be removed pro rata to the percentage of securities being removed by other selling shareholders whose shares are also covered by the Registration Statement (“Removed Registerable SecuritiesConversion Shares”) if such removals are required to comply with any written comments from the SEC with respect to Rule 415 promulgated under the Act. The Company covenants to maintain the effectiveness of the Registration Statement, and of any registration statement filed thereafter which must include the Removed Registerable Securities, Conversion Shares if any, any (an “RRS RCS Registration Statement”), by promptly preparing and filing post-effective amendments to the Registration Statement and RRS RCS Registration Statement until all of the Registerable Securities Conversion Shares and Removed Registerable Securities Conversion Shares are sold. The registration rights granted herein shall remain in full effect and continue to extend to the Registerable Securities Conversion Shares and Removed Registerable Securities Conversion Shares until they are sold. All fees and costs of or incidental to any such registration statement shall be borne by the Company and SplashPM. All shares of restricted common stock of Parent outstanding at the time of Closing and all shares of common stock underlying outstanding options of Parent at time of Closing shall be provided and accorded the same registration rights as given hereunder to Registration Rights Holders. Parent further covenants that it will not extend, provide or permit piggyback registration rights to any holder of Permitted Closing Debt for so long as any Rights Holder has not fully sold its Registerable Securities.