Common use of RESTRICTIONS ON PIGGYBACK REGISTRATION RIGHTS Clause in Contracts

RESTRICTIONS ON PIGGYBACK REGISTRATION RIGHTS. Notwithstanding anything to the contrary contained elsewhere herein, the registration rights granted to the Holders in Section 3.1 are expressly subject to the following terms and conditions: (a) The Company shall not be obligated to include shares of Registrable Common Stock in an offering as contemplated by Section 3.1 if the Company is advised in writing by the managing underwriter or underwriters of such offering (with a copy to each Participating Holder), that the success of such offering would in its or their good faith judgment be adversely affected by such inclusion (after consideration of all relevant factors, including without limitation, the impact of any delay caused by including such shares); provided, however, that the Company shall in any case be obligated to include such number of shares of Registrable Common Stock in such offering, if any, as such underwriter or underwriters shall determine will not adversely affect the success of such offering. (b) The Company shall not be obligated to include any shares of Registrable Common Stock in any registration by the Company of any Common Stock in connection with any merger, acquisition, exchange offer, or any other business combination, including any transaction within the scope of Rule 145 promulgated pursuant to the Securities Act, subscription offer, dividend reinvestment plan or stock option or other director or employee incentive or benefit plan. In addition, the Company shall not be obligated to include any shares of Registrable Common Stock in any registration that is effected pursuant to any of the agreements listed on Exhibit A hereto (the "Existing Registration Rights Agreements") to the extent that such Existing Registration Rights Agreements prohibit such inclusion. (c) The Company shall use commercially reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Common Stock requested to be included in a registration of Common Stock pursuant to this Section 3 to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include Registrable Common Stock of any Holder in such offering unless such Holder accepts the terms of the underwriting agreement between the Company and the managing underwriter or underwriters. If the managing underwriter or underwriters of a proposed underwritten offering advise the Company in writing that in its or their good faith judgment the total amount of securities, including securities requested to be included in a registration of Common Stock pursuant to this Section 3 and other similar securities, to be included in such offering is sufficiently large to adversely affect the success of such offering, then in such event the securities to be included in such offering shall be allocated first to the Company and then, to the extent that any additional securities can, in the good faith judgment of such managing underwriter or underwriters, be sold without creating any such adverse effect on the success of such offering (but subject to existing priority requirements in the Existing Registration Rights Agreements), to the Participating Holders based upon the number of shares of Registrable Common Stock requested to be included in such registration. (d) In the event that some but less than all of the Participating Holders' shares of Registrable Common Stock are included in an offering contemplated by a registration statement pursuant to this Section 3, each Participating Holder shall execute one or more

RESTRICTIONS ON PIGGYBACK REGISTRATION RIGHTS. Notwithstanding anything to the contrary contained elsewhere herein, the registration rights granted to the Holders Stockholder in Section 3.1 are expressly subject to the following terms and conditions: (a) The Company shall not be obligated to include shares of Registrable Common Stock in an offering as contemplated by Section 3.1 if the Company is advised in writing by the managing underwriter or underwriters of such offering (with a copy to each Participating HolderStockholder), that the success of such offering would in its or their good faith judgment be adversely affected jeopardized by such inclusion (after consideration of all relevant factors, including without limitation, the impact of any delay caused by including such shares); provided, however, that the Company shall in any case be obligated to include such number of shares of Registrable Common Stock in such offering, if any, as such underwriter or underwriters shall determine will not adversely affect jeopardize the success of such offering. (b) The Company shall not be obligated to include any shares of Registrable Common Stock in any registration by the Company of any Common Stock in connection with any merger, acquisition, exchange offer, or any other business combination, including any transaction within the scope of Rule 145 promulgated pursuant to the Securities Act, subscription offer, dividend reinvestment plan or stock option or other director or employee incentive or benefit plan. In addition, the Company shall not be obligated to include any shares of Registrable Common Stock in any registration that is effected pursuant to any of the agreements listed on Exhibit A hereto (the "Existing Registration Rights Agreements") to the extent that such Existing Registration Rights Agreements prohibit such inclusion. (c) The Company shall use all commercially reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Common Stock requested to be included in a registration of Common Stock pursuant to this Section 3 to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include Stockholder's Registrable Common Stock of any Holder in such offering unless such Holder Stockholder accepts the terms of the underwriting agreement between the Company and the managing underwriter or underwritersunderwriters and otherwise complies with the provisions of Section 8. If the managing underwriter or underwriters of a proposed underwritten offering advise the Company in writing that in its or their good faith judgment the total amount of securities, including securities requested to be included in a registration of Common Stock pursuant to this Section 3 and other similar securities, to be included in such offering is sufficiently large to adversely affect jeopardize the success of such offering, then in such event the securities to be included in such offering shall be allocated first to the Company and then, to the extent that any additional securities can, in the good faith judgment of such managing underwriter or underwriters, be sold without creating any such adverse effect on jeopardy to the success of such offering (but subject to existing priority requirements in the Existing Registration Rights Agreements)offering, to the Participating Holders Stockholder based upon the number of shares of Registrable Common Stock requested to be included in such registration. (d) In the event that some but less than all of the Participating Holders' Stockholder's shares of Registrable Common Stock are included in an offering contemplated by a registration statement pursuant to this Section 3, each Participating Holder Stockholder shall execute one or moremore "lockup" letters, in customary form, setting forth an agreement by Stockholder not to offer for sale, sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exchangeable into or exercisable for any shares of Common Stock, for a period of 90 days from the date such offering commences; provided, however, that if the period of any such "lockup" applicable to the Company with respect to any such registration statement shall be less than ninety (90) days, then the period of time applicable to Stockholder shall be such lesser period of time.

RESTRICTIONS ON PIGGYBACK REGISTRATION RIGHTS. Notwithstanding anything to the contrary contained elsewhere herein, the registration rights granted to the Holders stockholders in Section 3.1 are expressly subject to the following terms and conditions: (a) The Company shall not be obligated to include shares of Registrable Common Stock in an offering as contemplated by Section 3.1 if the Company is advised in writing by the managing underwriter or underwriters of such offering (with a copy to each Participating HolderStockholder), that the success of such offering would in its or their good faith judgment be adversely affected jeopardized by such inclusion (after consideration of all relevant factors, including without limitation, the impact of any delay caused by including such shares); provided, however, that the Company shall in any case be obligated to include such number of shares of Registrable Common Stock in such offering, if any, as such underwriter or underwriters shall determine will not adversely affect jeopardize the success of such offering. (b) The Company shall not be obligated to include any shares of Registrable Common Stock in any registration by the Company of any Common Stock in connection with any merger, acquisition, exchange offer, or any other business combination, including any transaction within the scope of Rule 145 promulgated pursuant to the Securities Act, subscription offer, dividend reinvestment plan or stock option or other director or employee incentive or benefit plan. In addition, the Company shall not be obligated to include any shares of Registrable Common Stock in any registration that is effected pursuant to any of the agreements listed on Exhibit A hereto (the "Existing Registration Rights Agreements") to the extent that such Existing Registration Rights Agreements prohibit such inclusion. (c) The Company shall use all commercially reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Common Stock requested to be included in a registration of Company Common Stock pursuant to this Section 3 to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include any Stockholder's Registrable Common Stock of any Holder in such offering unless such Holder Stockholder accepts the terms of the underwriting agreement between the Company and the managing underwriter or underwritersunderwriters and otherwise complies with the provisions of Section 8 below. If the managing underwriter or underwriters of a proposed underwritten offering advise the Company in writing that in its or their good faith judgment the total amount of securities, including securities requested to be included in a registration of Company Common Stock pursuant to this Section 3 and other similar securities, to be included in such offering is sufficiently large to adversely affect jeopardize the success of such offering, then in such event the securities to be included in such offering shall be allocated first to the Company and then, to the extent that any additional securities can, in the good faith judgment of such managing underwriter Underwriter or underwritersUnderwriters, be sold without creating any such adverse effect on jeopardy to the success of such offering (but subject to existing priority requirements offering, pro rata among each Stockholder participating in the Existing Registration Rights Agreements), to the Participating Holders offering based upon the number of shares of Registrable Common Stock requested to be included in such registrationregistration by each such holder. (d) In the event that some but less than all of the Participating Holders' a Stockholder's shares of Registrable Common Stock are included in an offering contemplated by a registration statement pursuant to this Section 3, each Participating Holder such Stockholder shall execute one or moremore "lockup" letters, in customary form, setting forth an agreement by such Stockholder not to offer for sale, sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exchangeable into or exercisable for any shares of Common Stock, for a period of 90 days from the date such offering commences.

RESTRICTIONS ON PIGGYBACK REGISTRATION RIGHTS. Notwithstanding anything to the contrary contained elsewhere herein, the registration rights granted to the Holders Stockholder in Section 3.1 are expressly subject to the following terms and conditions: (a) The Company shall not be obligated to include shares of Registrable Common Stock in an offering as contemplated by Section 3.1 if the Company is advised in writing by the managing underwriter or underwriters of such offering (with a copy to each Participating HolderStockholder), that the success of such offering would in its or their good faith judgment be adversely affected jeopardized by such inclusion (after consideration of all relevant factors, including without limitation, the impact of any delay caused by including such shares); provided, however, that the Company shall in any case be obligated to include such number of shares of Registrable Common Stock in such offering, if any, as such underwriter or underwriters shall determine will not adversely affect jeopardize the success of such offering. (b) The Company shall not be obligated to include any shares of Registrable Common Stock in any registration by the Company of any Common Stock in connection with any merger, acquisition, exchange offer, or any other business combination, including any transaction within the scope of Rule 145 promulgated pursuant to the Securities Act, subscription offer, dividend reinvestment plan or stock option or other director or employee incentive or benefit plan. In addition, the Company shall not be obligated to include any shares of Registrable Common Stock in any registration that is effected pursuant to any of the agreements listed on Exhibit A hereto (the "Existing Registration Rights Agreements") to the extent that such Existing Registration Rights Agreements prohibit such inclusion. (c) The Company shall use all commercially reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Common Stock requested to be included in a registration of Common Stock pursuant to this Section 3 Article III to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include Stockholder's Registrable Common Stock of any Holder in such offering unless such Holder Stockholder accepts the terms of the underwriting agreement between the Company and the managing underwriter or underwritersunderwriters and otherwise complies with the provisions of Article VII below. If the managing underwriter or underwriters of a proposed underwritten offering advise the Company in writing that in its or their good faith judgment the total amount of securities, including securities requested to be included in a registration of Common Stock pursuant to this Section 3 Article III and other similar securities, to be included in such offering is sufficiently large to adversely affect jeopardize the success of such offering, then in such event the securities to be included in such offering shall be allocated first to the Company and then, to the extent that any additional securities can, in the good faith judgment of such managing underwriter or underwriters, be sold without creating any such adverse effect on jeopardy to the success of such offering (but subject to existing priority requirements in the Existing Registration Rights Agreements)offering, to the Participating Holders Stockholder based upon the number of shares of Registrable Common Stock requested to be included in such registration. (d) In the event that some but less than all of the Participating Holders' Stockholder's shares of Registrable Common Stock are included in an offering contemplated by a registration statement pursuant to this Section 3Article III, each Participating Holder Stockholder shall execute one or moremore "lockup" letters, in customary form, setting forth an agreement by Stockholder not to offer for sale, sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exchangeable into or exercisable for any shares of Common Stock, for a period of 90 days from the date such offering commences; provided, however, that if the period of any such "lockup" applicable to the Company with respect to any such registration statement shall be less than ninety (90) days, then the period of time applicable to Stockholder shall be such lesser period of time.

RESTRICTIONS ON PIGGYBACK REGISTRATION RIGHTS. Notwithstanding anything to the contrary contained elsewhere herein, the registration rights granted to the Holders in Section 3.1 are expressly subject to the following terms and conditions: (a) The Company shall not be obligated to include shares of Registrable Common Stock in an offering as contemplated by Section 3.1 if the Company is advised in writing by the managing underwriter or underwriters of such offering (with a copy to each Participating Holder), that the success of such offering would in its or their good faith judgment be adversely affected jeopardized by such inclusion (after consideration of all relevant factors, including without limitation, the impact of any delay caused by including such shares); provided, however, that the Company shall in any case be obligated to include such number of shares of Registrable Common Stock in such offering, if any, as such underwriter or underwriters shall determine will not adversely affect jeopardize the success of such offering. (b) The Company shall not be obligated to include any shares of Registrable Common Stock in any registration by the Company of any Common Stock in connection with any merger, acquisition, exchange offer, or any other business combination, including any transaction within the scope of Rule 145 promulgated pursuant to under the Securities Act, subscription offer, dividend reinvestment plan or stock option or other director or employee incentive or benefit plan. In addition, the Company shall not be obligated to include any shares of Registrable Common Stock in any registration that is effected pursuant to any of the agreements listed on Exhibit A hereto (the "Existing Registration Rights Agreements") to the extent that such Existing Registration Rights Agreements prohibit such inclusion. (c) The Company shall use all commercially reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Common Stock requested to be included in a registration of Common Stock Stock, pursuant to this Section 3 to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include any Holder's Registrable Common Stock of any Holder in such offering unless such Holder accepts the terms of the underwriting agreement between the Company and the managing underwriter or underwritersunderwriters and otherwise complies with Section 7. If the managing underwriter or underwriters of a proposed underwritten offering advise the Company in writing that in its or their good faith judgment the total amount of securities, including securities requested to be included in a registration of Common Stock Stock, pursuant to this Section 3 and other similar securities, to be included in such offering is sufficiently large to adversely affect jeopardize the success of such offering, then in such event the securities to be included in such offering shall be allocated first to the Company and then, to the extent that any additional securities can, in the good faith judgment of such managing underwriter or underwriters, be sold without creating any such adverse effect on jeopardy to the success of such offering (but subject to existing priority requirements offering, pro rata among each holder of Common Stock participating in the Existing Registration Rights Agreements), to the Participating Holders offering based upon the number of shares of Registrable Common Stock requested to be included in such registrationregistration by each such holder. (d) In the event that If some but less than all of the Participating Holders' a Holder's shares of Registrable Common Stock are included in an offering contemplated by a registration statement pursuant to this Section 3, each Participating such Holder shall execute one or moremore "lockup" letters, in customary form, setting forth an agreement by such Holder not to offer for sale, sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exchangeable into or exercisable for any shares of Common Stock, for a period of 180 days from the date such offering commences; provided, however, that if the period of any such "lockup" applicable to the Company with respect to any such registration statement shall be less than 180 days, then the period of time applicable to each Holder shall be such lesser period of time.

RESTRICTIONS ON PIGGYBACK REGISTRATION RIGHTS. Notwithstanding anything to the contrary contained elsewhere herein, the registration rights granted to the Holders Stockholders in Section 3.1 2.1 are expressly subject to the following terms and conditions: (a) The Company shall not be obligated to include the number of shares of Registrable Registerable Common Stock in an offering as contemplated by Section 3.1 2.1 if the Company is advised in writing by the managing underwriter or underwriters of such offering (with a copy to each Participating HolderStockholder), that the success of such offering would in its or their good faith judgment be adversely affected jeopardized by the inclusion of such inclusion number (or a portion of such number) of shares (after consideration of all relevant factors, including without limitation, the impact of any delay caused by including such shares); provided, however, that the Company shall in any case be obligated to include such number of shares of Registrable Common Stock in such offering, if any, as such underwriter or underwriters shall determine will not adversely affect the success of such offering. (b) The Company shall not be obligated to include any shares of Registrable Registerable Common Stock in any registration by the Company of any Common Stock in connection with any merger, acquisition, exchange offer, or any other business combination, including any transaction within the scope of Rule 145 promulgated pursuant to the Securities Act, subscription offer, dividend reinvestment plan or stock option or other director or employee incentive or benefit plan. In addition, the Company shall not be obligated to include any shares of Registrable Common Stock in any registration that is effected pursuant to any of the agreements listed on Exhibit A hereto (the "Existing Registration Rights Agreements") to the extent that such Existing Registration Rights Agreements prohibit such inclusion. (c) The Company shall use all commercially reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Registerable Common Stock requested to be included in a registration of Company Common Stock pursuant to this Section 3 2 to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include Registrable any Stockholder's Registerable Common Stock of any Holder in such offering unless such Holder Stockholder accepts the terms of the underwriting agreement between the Company and the managing underwriter or underwritersunderwriters and otherwise complies with the provisions of Section 5. If the managing underwriter or underwriters of a proposed underwritten offering advise the Company in writing that in its or their good faith judgment the total amount of securities, including securities requested to be included in a registration of Company Common Stock pursuant to this Section 3 2 and other similar securities, to be included in such offering is sufficiently large to adversely affect jeopardize the success of such offering, then in such event the securities to be included in such offering shall be allocated first to the Company and then, to the extent that any additional securities can, in the good faith judgment of such managing underwriter Underwriter or underwritersUnderwriters, be sold without creating any such adverse effect on jeopardy to the success of such offering (but subject to existing priority requirements offering, pro rata among each Person participating in the Existing Registration Rights Agreements), to the Participating Holders offering based upon the number of shares of Registrable Common Stock requested to be included in such registrationregistration by each such holder. (d) In the event that If some but less than all of the Participating Holders' a Stockholder's shares of Registrable Restricted Common Stock are included in an offering contemplated by a registration statement pursuant to this Section 32, each Participating Holder such Stockholder shall execute one or moremore "lockup" letters, in customary form, setting forth an agreement by such Stockholder not to offer for sale, sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exchangeable into or exercisable for any shares of Common Stock, for a period of not longer than that which any investment banker or manager engaged in connection with such offering may reasonably request from the date such offering commences.

RESTRICTIONS ON PIGGYBACK REGISTRATION RIGHTS. Notwithstanding anything to the contrary contained elsewhere herein, the registration rights granted to the Holders Loews in Section 3.1 are expressly subject to the following terms and conditions: (a) The Company shall not be obligated to include shares of Registrable Registerable Common Stock in an offering as contemplated by Section 3.1 if the Company is advised in writing by the managing underwriter or underwriters of such offering (with a copy to each Participating Holder), Loews) that the success of such offering would in its or their good faith judgment be adversely affected jeopardized by such inclusion (after consideration of all relevant factors, including without limitation, the impact of any delay caused by including such shares)inclusion; provided, however, that the Company shall in any case be obligated to include such number of shares of Registrable Registerable Common Stock in such offering, if any, as such underwriter or underwriters shall determine will not adversely affect jeopardize the success of such offering. (b) The Company shall not be obligated to include any shares of Registrable Registerable Common Stock in any registration by the Company of any Common Stock in connection with any mergermergers, acquisitionacquisitions, exchange offer, or any other business combination, including any transaction within the scope of Rule 145 promulgated pursuant to the Securities Actoffers, subscription offeroffers, dividend reinvestment plan plans or stock option or other director or employee incentive or benefit plan. In addition, the Company shall not be obligated to include any shares of Registrable Common Stock in any registration that is effected pursuant to any of the agreements listed on Exhibit A hereto (the "Existing Registration Rights Agreements") to the extent that such Existing Registration Rights Agreements prohibit such inclusionplans. (c) The Company shall use commercially reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Common Stock requested to be included in a registration of Common Stock pursuant to this Section 3 to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include Registrable Common Stock of any Holder in such offering unless such Holder accepts the terms of the underwriting agreement between the Company and the managing underwriter or underwriters. If the managing underwriter or underwriters of a proposed underwritten offering advise the Company in writing that in its or their good faith judgment the total amount of securities, including securities requested to be included in a registration of Common Stock pursuant to this Section 3 and other similar securities, to be included in such offering is sufficiently large to adversely affect the success of such offering, then in such event the securities to be included in such offering shall be allocated first to the Company and then, to the extent that any additional securities can, in the good faith judgment of such managing underwriter or underwriters, be sold without creating any such adverse effect on the success of such offering (but subject to existing priority requirements in the Existing Registration Rights Agreements), to the Participating Holders based upon the number of shares of Registrable Common Stock requested to be included in such registration. (d) In the event that some but less than all of the Participating Holders' shares of Registrable Registerable Common Stock held by Loews are included in an offering contemplated by a registration statement pursuant to this Section 33.1, each Participating Holder Loews shall execute one or moremore "lockup" letters, in usual and customary form, setting forth an agreement by Loews not to offer for sale, sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exchangeable into or exercisable for any shares of Common Stock, for a period of 180 days (or such longer period as any investment banker or manager engaged in connection with such offering may reasonably request) from the date such offering commences.

RESTRICTIONS ON PIGGYBACK REGISTRATION RIGHTS. Notwithstanding anything to the contrary contained elsewhere herein, the registration rights granted to the Holders Stockholders in Section 3.1 are expressly subject to the following terms and conditions: (a) The Company shall not be obligated to include shares of Registrable Common Stock in an offering as contemplated by Section 3.1 if the Company is advised in writing by the managing underwriter or underwriters of such offering (with a copy to each Participating Holder5 6 Stockholder), that the success of such offering would in its or their good faith judgment be adversely affected jeopardized by such inclusion (after consideration of all relevant factors, including without limitation, the impact of any delay caused by including such shares); provided, however, that the Company shall in any case be obligated to include such number of shares of Registrable Common Stock in such offering, if any, as such underwriter or underwriters shall determine will not adversely affect jeopardize the success of such offering. (b) The Company shall not be obligated to include any shares of Registrable Common Stock in any registration by the Company of any Common Stock in connection with any merger, acquisition, exchange offer, or any other business combination, including any transaction within the scope of Rule 145 promulgated pursuant to the Securities Act, subscription offer, dividend reinvestment plan or stock option or other director or employee incentive or benefit plan. In addition, the Company shall not be obligated to include any shares of Registrable Common Stock in any registration that is effected pursuant to any of the agreements listed on Exhibit A hereto (the "Existing Registration Rights Agreements") to the extent that such Existing Registration Rights Agreements prohibit such inclusion. (c) The Company shall use all commercially reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Common Stock requested to be included in a registration of Common Stock Stock, pursuant to this Section 3 to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include any Stockholder's Registrable Common Stock of any Holder in such offering unless such Holder Stockholder accepts the terms of the underwriting agreement between the Company and the managing underwriter or underwritersunderwriters and otherwise complies with the provisions of Section 7 below. If the managing underwriter or underwriters of a proposed underwritten offering advise the Company in writing that in its or their good faith judgment the total amount of securities, including securities requested to be included in a registration of Common Stock Stock, pursuant to this Section 3 and other similar securities, to be included in such offering is sufficiently large to adversely affect jeopardize the success of such offering, then in such event the securities to be included in such offering shall be allocated first to the Company and then, to the extent that any additional securities can, in the good faith judgment of such managing underwriter or underwriters, be sold without creating any such adverse effect on jeopardy to the success of such offering (but subject to existing priority requirements offering, pro rata among each Stockholder participating in the Existing Registration Rights Agreements), to the Participating Holders offering based upon the number of shares of Registrable Common Stock requested to be included in such registrationregistration by each such holder. (d) In the event that some but less than all of the Participating Holders' a Stockholder's shares of Registrable Common Stock are included in an offering contemplated by a registration statement pursuant to this Section 3, each Participating Holder such Stockholder shall execute one or moremore "lockup" letters, in customary form, setting forth an agreement by such Stockholder not to offer for sale, sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exchangeable into or exercisable for any shares of Common Stock, for a period of 90 days from the date such offering commences; provided, however, that if the period of any such "lockup" applicable to the Company with respect to any such registration statement shall be less than ninety (90) days, then the period of time applicable to each Stockholder shall be such lesser period of time.

RESTRICTIONS ON PIGGYBACK REGISTRATION RIGHTS. Notwithstanding anything to the contrary contained elsewhere herein, the registration rights granted to the Holders Stockholders in Section 3.1 2.1(a) are expressly subject to the following terms and conditions: (ai) The Company shall not be obligated to include the number of shares of Registrable Common Stock in an offering as contemplated by Section 3.1 2.1(a) if the Company is advised in writing by the managing underwriter or underwriters of such a proposed underwritten offering (with a copy to each Participating Holder), advise the Company in writing that the success of such offering would in its or their good faith judgment the total amount of securities, including securities requested to be adversely affected included in a registration of Company Common Stock pursuant to this Section 2.1 and other similar securities, to be included in such offering may jeopardize the success of such offering by the inclusion of such inclusion number (or a portion of such number) of shares (after consideration of all relevant factorsfactors including, including without limitation, the impact of any delay caused by including such shares); provided, however, that the Company shall in any case be obligated to include such number of shares of Registrable Common Stock in such offering, if any, as such underwriter or underwriters shall determine will not adversely affect the success of such offering. (bii) The Company shall not be obligated to include any shares of Registrable Common Stock in any registration by the Company of any Common Stock in connection with any merger, acquisition, exchange offer, or any other business combination, including any transaction within the scope of Rule 145 promulgated pursuant to the Securities Act, subscription offer, dividend reinvestment plan or stock option or other director or employee incentive or benefit plan. In addition, the Company shall not be obligated to include any shares of Registrable Common Stock in any registration that is effected pursuant to any of the agreements listed on Exhibit A hereto (the "Existing Registration Rights Agreements") to the extent that such Existing Registration Rights Agreements prohibit such inclusion. (ciii) The Company shall use commercially reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Common Stock requested to be included in a registration of Common Stock pursuant to this Section 3 to be included on the same terms and conditions as any similar securities included therein. Notwithstanding the foregoing, the Company shall not be required to include a Stockholder's Registrable Common Stock of any Holder in such an offering unless such Holder Stockholder accepts the terms of the underwriting agreement between the Company and the managing underwriter or underwritersunderwriters and otherwise complies with the provisions of Section 6. If the managing underwriter or underwriters Stockholder accepts the terms of a proposed underwritten offering advise the Company in writing that in its or their good faith judgment underwriting agreement and otherwise complies with the total amount provisions of securities, including securities requested to be included in a registration of Common Stock pursuant to this Section 3 and other similar securities, to be included in such offering is sufficiently large to adversely affect the success of such offering6, then in such event the securities to be included in such offering shall be allocated first to the Company and then, to the extent that any additional securities can, in the good faith judgment of such managing underwriter or underwriters, be sold without creating any such adverse effect on jeopardy to the success of such offering (but subject to existing priority requirements offering, pro rata among each Person participating in the Existing Registration Rights Agreements), to the Participating Holders offering based upon the number of shares of Registrable Common Stock initially requested to be included in sold by each such registrationholder. (div) In the event that If some but less than all of the Participating Holders' a Stockholder's shares of Registrable Common Stock are included in an offering contemplated by a registration statement pursuant to this Section 32.1(a), each Participating Holder such Stockholder shall execute one or moremore "lockup" letters, in customary form, setting forth an agreement by such Stockholder not to offer for sale, sell, grant any option for the sale of, or otherwise dispose of, directly or indirectly, any shares of Common Stock, or any securities convertible into or exchangeable into or exercisable for any shares of Common Stock, for such period not to exceed six months from the date such offering commences, which the managing underwriter or underwriters of such offering may reasonably request.