Common use of Right to Include Registrable Securities Clause in Contracts

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 or in connection with the issuance of stock in consideration of the acquisition of assets or a business, whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 1.2. Upon the written request of any such holder (a "Requesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice (10 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its reasonable 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 Requesting Holders thereof; PROVIDED, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED, FURTHER, HOWEVER, that if, at any time after giving written notice of its intention to register any securities 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 register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 1.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.1.

Right to Include Registrable Securities. If the Company at any time prior to the 10th anniversary of the Closing Date, proposes to register any of its Company Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or in connection with the issuance of stock in consideration of the acquisition of assets or a businesssuccessor forms), whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 1.22.2. Upon the written request of any such holder (a "Requesting HolderREQUESTING HOLDER") made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (10 15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its reasonable 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 Requesting Holders thereof; PROVIDEDPROVIDED that, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED, PROVIDED FURTHER, HOWEVER, that that, if, at any time after giving written notice of its intention to register any securities 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 register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (ix) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 1.12.1, and (iiy) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.12.1.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock equity securities under the Securities Act by registration on Form X-0, X-0 or S-3, or any form other than Forms S-4 successor or S-8 or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with the issuance of stock an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in consideration of the acquisition of assets connection with any acquisition, merger or a businessother business combination transaction on Form S-4 or any successor form thereto), whether or not for sale for its the Company’s own account, it will the Company will, each such time time, give prompt written notice (but in no event less than 30 days prior to all registered holders the initial filing of Registrable Securities a registration statement with respect thereto) to each of the Holders of its intention to do so and such notice shall offer the Holders the opportunity to register under such registration statement up to such number of Registrable Securities as each such holders' rights under this Section 1.2Holder may request in writing. Upon the written request of any of the Holders (which request shall specify the maximum number of Registrable Securities desired to be disposed of by such holder (a "Requesting Holder") ), made as promptly as practicable and and, in any event event, within 30 days 20 Business Days after the receipt of any such notice (10 days or within 15 Business Days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securitieseach Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its reasonable best efforts to effect the shall include in such registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof; PROVIDED, that prior each Holder (subject to the effective date provisions of the registration statement filed in connection with such registrationSection 2.2(c)); provided, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED, FURTHER, HOWEVERhowever, that if, at any time after giving written notice of its intention to register any equity securities 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 register register, or to delay registration of of, such equity securities, the Company may, at its election, shall give written notice of such determination and its reasons therefor to each Requesting Holder of Registrable Securities the Holders and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewiththerewith as provided for in Section 2.2(d)), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled the Holders to do so to cause request that such registration to be effected as a registration under Section 1.1, 2.1 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, Securities for the same period as the delay in registering such other equity securities. No registration effected under this Section 1.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.12.1.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock equity securities under the Securities Act by registration on Form S-0, X-0 or S-3 or any form other than Forms S-4 successor or S-8 similar form(s) (except registrations on any such Form or similar form(s) solely for registration of securities in connection with the issuance of stock in consideration an employee benefit plan or dividend reinvestment plan or a merger or consolidation or for a rights offering or an offering exclusively to existing security holders of the acquisition of assets or a businessCompany), whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders each of Registrable Securities the Holders of its intention to do so and of such holders' the Holders’ rights under this Section 1.23.2. Upon the written request of any of the Holders (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder (a "Requesting Holder") ), made as promptly as practicable and in any event within 30 20 days after the receipt giving of any such notice by the Company (10 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securitieseach Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 under the Securities Act and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will shall use its reasonable 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 Requesting Holders thereofeach Holder; PROVIDEDprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED, FURTHER, HOWEVERhowever, that if, at any time after giving written notice of its intention to register any equity securities 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 register or to delay registration of such equity securities, the Company may, at its election, shall give written notice of such determination and its reasons therefor to each Requesting Holder of Registrable Securities the Holders and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled the Holders to do so to cause request that such registration to be effected as a registration under Section 1.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities3.1. No registration effected under this Section 1.2 3.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.13.1. The Company will pay all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 3.2.

Right to Include Registrable Securities. If the Company at any time proposes to register any shares of its Common Stock or any securities convertible into Common Stock under the Securities Act by registration on any form (other than Forms S-4 or S-8 S-8, or any registration statement filed in connection with the issuance of stock in consideration of the acquisition of assets a business combination, dividend reinvestment plan, offering to employees or a businessany successor forms to Forms S-4 or S-8), whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 1.22.2. Upon the written request of any such holder (a "Requesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice (10 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder)notice, the Company will use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which that the Company has been so requested to register by the Requesting Holders thereof; PROVIDED, HOWEVER, that prior to the effective date of the registration statement Registration Statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which that any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statementRegistration Statement; PROVIDED, PROVIDED FURTHER, HOWEVER, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 1.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities, PROVIDED, HOWEVER, that such period shall not exceed an aggregate of 90 days in any 12-month period. No registration effected under this Section 1.2 2.2 shall relieve the Company of its obligation to effect any registration offering upon request under Section 1.12.1.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 or in connection with the issuance of stock in consideration of the acquisition of assets or a businessS-8, whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 1.22.2. Upon the written request of any such holder (a "Requesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (10 15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its reasonable 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 Requesting Holders thereof; PROVIDEDprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that if, at any time after giving written notice of its intention to register any securities 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 register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (ix) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 1.12.1, and (iiy) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.1.other

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock securities under the Securities Act by registration on Form S-1, S-2 or S-3 or xxx xxxcessor or similar form(s) (except registrations on any form other than Forms S-4 such Form or S-8 or similar form(s) solely for registration of securities in connection with the issuance of stock in consideration of the acquisition of assets an employee benefit plan or dividend reinvestment plan or a businessmerger or consolidation), whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders each of Registrable Securities the Employees of its intention to do so and of such holdersthe Employees' rights under this Section 1.22.2. Upon the written request of any either of the Employees (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder (a "Requesting Holder") Employee), made as promptly as practicable and in any event within 30 days after the receipt of any such notice (10 15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securitiesthe Employees, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will shall use its reasonable 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 Requesting Holders thereofEmployees; PROVIDEDprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED, FURTHER, HOWEVERhowever, that if, at any time after giving written notice of its intention to register any securities 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 register or to delay registration of such securities, the Company may, at its election, shall give written notice of such determination and its reasons therefor to each Requesting Holder of Registrable Securities the Employees and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled the Employees to do so to cause request that such registration to be effected as a registration under Section 1.1, 2.1 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.12.1. The Company will pay all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 2.2.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock securities for its own account or the account of any other stockholder (including any Demand Holder) under the Securities Act by registration on Form S-1, S-2 or S-3 or any form other than Forms S-4 successor or S-8 similar form(s) (excxxx xxxxstrations on any such Form or similar form(s) solely for registration of securities in connection with the an employee benefit plan or dividend reinvestment plan or a merger or consolidation or incidental to an issuance of stock in consideration of securities under Rule 144A under the acquisition of assets or a business, whether or not for sale for its own accountSecurities Act), it will each such time give prompt written notice to all registered holders of Registrable Securities the Holders of its intention to do so and of such holdersthe Holders' rights under this Section 1.22.2. Upon the written request of any Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder (a "Requesting Holder") ), made as promptly as practicable and in any event within 30 days after the receipt of any such notice (10 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders the each of Registrable Securitiesthe Holders, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will shall use its reasonable 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 Requesting Holders thereofsuch Holder; PROVIDEDprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED, FURTHER, HOWEVERhowever, that if, at any time after giving written notice of its intention to register any securities 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 register or to delay registration of such securities, the Company may, at its election, shall give written notice of such determination and its reasons thereof to each Requesting Holder of Registrable Securities the Holders requesting registration under this Section 2.2 (which such Holders will hold in strict confidence) and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled the Holders to do so to cause request that such registration to be effected as a registration under Section 1.1, 2.1 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.12.1. The Company will pay all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 2.2.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock securities for its own account or the account of any other stockholder (including any Demand Holder) under the Securities Act by registration on Form S-0, X-0 or S-3 or any form other than Forms S-4 successor or S-8 similar form(s) (except registrations on any such Form or similar form(s) solely for registration of securities in connection with the an employee benefit plan or dividend reinvestment plan or a merger or consolidation or incidental to an issuance of stock in consideration of securities under Rule 144A under the acquisition of assets or a business, whether or not for sale for its own accountSecurities Act), it will each such time give prompt written notice to all registered holders of Registrable Securities the Holders of its intention to do so and of such holders' the Holders’ rights under this Section 1.22.2. Upon the written request of any Holder (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder (a "Requesting Holder") ), made as promptly as practicable and in any event within 30 days after the receipt of any such notice (10 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders the each of Registrable Securitiesthe Holders, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will shall use its reasonable 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 Requesting Holders thereofsuch Holder; PROVIDEDprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED, FURTHER, HOWEVERhowever, that if, at any time after giving written notice of its intention to register any securities 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 register or to delay registration of such securities, the Company may, at its election, shall give written notice of such determination and its reasons thereof to each Requesting Holder of Registrable Securities the Holders requesting registration under this Section 2.2 (which such Holders will hold in strict confidence) and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled the Holders to do so to cause request that such registration to be effected as a registration under Section 1.1, 2.1 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.12.1. The Company will pay all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 2.2.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock equity securities under the Securities Act by registration on Form X-0, X-0 or S-3, or any form other than Forms S-4 successor or S-8 or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with the issuance of stock an employee benefit plan (as defined in consideration 405 of the Securities Act) or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition of assets or a businessmerger on Form S-4 or any successor form thereto), whether or not for sale for its own account, it will each such time give prompt written notice (but in no event less than 30 days prior to all registered holders the initial filing of Registrable Securities a registration statement with respect thereto) to each of the Holders of its intention to do so and such notice shall offer the Holders of such holders' rights Registrable Securities the opportunity to register under this Section 1.2such registration statement such number of Registrable Securities as each such Holder may request in writing. Upon the written request of any of the Holders (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder (a "Requesting Holder") ), made as promptly as practicable and in any event within 30 20 days after the receipt of any such notice (or, 10 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securitieseach Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its reasonable best efforts to effect the shall include in such registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereofeach Holder; PROVIDEDprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED, FURTHER, HOWEVERhowever, that if, at any time after giving written notice of its intention to register any equity securities 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 register or to delay registration of such equity securities, the Company may, at its election, shall give written notice of such determination and its reasons therefor to each Requesting Holder of Registrable Securities the Holders and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewiththerewith as provided for in Section 2.2(d)), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled the Holders to do so to cause request that such registration to be effected as a registration under Section 1.1, 2.1 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.12.1.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock Equity Securities under the Securities Act by registration on Form S-1 or S-3, or any form other than Forms S-4 successor or S-8 or similar form(s) (except registrations (i) solely for registration in connection with the issuance of stock an employee benefit plan on Form S-8 or any successor form thereto or (ii) in consideration of the connection with any acquisition of assets or a businessmerger on Form S-4 or any successor form thereto), whether or not for sale for its own accountaccount or the account of another Person, it will each such time give prompt written notice (but in no event less than 15 days prior to all registered holders the effectiveness of Registrable Securities a registration statement with respect thereto) to each of the Holders of its intention to do so and such notice shall offer the Holders of such holders' rights Registrable Securities the opportunity to register under this Section 1.2such registration statement (each, a “Piggyback Registration Statement”) such number of Registrable Securities as each such Holder may request in writing. Upon the written request of any of the Holders (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder (a "Requesting Holder") made as promptly as practicable and in any event ), within 30 15 days after the receipt of any such notice (10 or five days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securitieseach Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing offering date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its reasonable best efforts to effect the shall include in such registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereofeach Holder; PROVIDEDprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED, FURTHER, HOWEVERhowever, that if, at any time after giving written notice of its intention to register any securities Equity Securities 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 register or to delay registration of such securitiesEquity Securities, the Company may, at its election, shall give written notice of such determination to each Requesting Holder of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled the Holders to do so to cause request that such registration to be effected as a registration under Section 1.1, 2.1 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securitiesEquity Securities. No registration effected under this Section 1.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.12.1.

Right to Include Registrable Securities. If the Company at any time prior to February 1, 2006, proposes to register any of its Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 (or in connection with the issuance of stock in consideration of the acquisition of assets or a businesssuccessor forms), whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 1.22.2. Upon the written request of any such holder (a "Requesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (10 15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 (or any successor form) and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its reasonable 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 Requesting Holders thereof; PROVIDEDprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that if, at any time after giving written notice of its intention to register any securities 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 register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (ix) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 1.12.1, and (iiy) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.12.1.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock securities for the account of any other stockholder under the Securities Act by registration on Form S-1, S-2 or S-3 or any form other than Forms S-4 successor or S-8 similar form(s) (except rxxxxxxxxions on any such Form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger or consolidation) and provided that the issuance of stock in consideration Purchasers are permitted to transfer Registrable Securities under Section 4.12 of the acquisition of assets or a businessPurchase Agreement, whether or not for sale for its own account, it the Company will each such time give prompt written notice to all registered holders of Registrable Securities the Purchasers of its intention to do so and of such holdersthe Purchasers' rights under this Section 1.22.2. Upon the written request of any such holder the Purchasers (a "Requesting Holder") which request shall specify the maximum number of Registrable Securities intended to be disposed of by the Purchasers), made as promptly as practicable and in any event within 30 days after the receipt of any such notice (10 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securitiesthe Purchasers, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will shall use its reasonable 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 Requesting Holders thereofPurchasers; PROVIDEDprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED, FURTHER, HOWEVERhowever, that if, at any time after giving written notice of its intention to register any securities 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 register or to delay registration of such securities, the Company may, at its election, shall give written notice of such determination and its reasons therefor to each Requesting Holder of Registrable Securities the Purchasers and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled the Purchasers to do so to cause request that such registration to be effected as a registration under Section 1.1, 2.1 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.12.1. The Company will pay all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 2.2.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 or in connection with the issuance of stock in consideration of the acquisition of assets or a businessS-8, whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 1.22.2. Upon the written request of any such holder (a "Requesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (10 15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its reasonable 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 Requesting Holders thereof; PROVIDEDprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that if, at any time after giving written notice of its intention to register any securities 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 register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (ix) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 1.12.1, and (iiy) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.12.1.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 or in connection with the issuance of stock in consideration of the acquisition of assets or a businessS-8, whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 1.22.2. Upon the written request of any such holder (a "Requesting Holder") ), made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (10 15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its reasonable 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 Requesting Holders thereof; PROVIDEDprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that if, at any time after giving written notice of its intention to register any securities 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 register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (ix) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 1.12.1, and (iiy) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.12.1.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock Units or other equity interests, if any, under the Securities Act by registration on any form other than Forms S-4 or S-8 S-8, or in connection with the issuance of stock in consideration of the acquisition of assets any successor or a businesssimilar form and other than pursuant to Sections 2.1 and 2.3 hereof, whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 1.22.2. Upon the written request of any such holder (a "Requesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice (10 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its reasonable 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 Requesting Holders thereof; PROVIDED, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, the Company shall so advise each Requesting Holder of such price, and if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED, FURTHER, HOWEVER, that if, at any time after giving written notice of its intention to register any securities 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 register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 1.12.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No Except as provided in Section 2.1(f)(ii)(B), no registration effected under this Section 1.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.12.1.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 or in connection with the issuance of stock in consideration of the acquisition of assets or a businessS-8, whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 1.22.2. Upon the written request of any such holder (a "Requesting Holder") ), made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (10 15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its reasonable 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 Requesting Holders thereof; PROVIDED, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED, FURTHER, HOWEVER, that if, at any time after giving written notice of its intention to register any securities 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 register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (ix) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 1.12.1, and (iiy) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.12.1.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock equity securities under the Securities Act by registration on Form X-0, X-0 or S-3, or any form other than Forms S-4 successor or S-8 or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with the issuance of stock an employee benefit plan or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in consideration of the connection with any acquisition of assets or a businessmerger on Form S-4 or any successor form thereto), whether or not for sale for its own account, it will each such time give prompt written notice (but in no event less than 30 days prior to all registered holders the initial filing of Registrable Securities a registration statement with respect thereto) to each of the Holders of its intention to do so and such notice shall offer the Holders of such holders' rights Registrable Securities the opportunity to register under this Section 1.2such registration statement such number of Registrable Securities as each such Holder may request in writing. Upon the written request of any of the Holders (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder (a "Requesting Holder") ), made as promptly as practicable practicable, and in any event event, within 30 days after the receipt of any such notice (10 or 15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securitieseach Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its reasonable best efforts to effect the shall include in such registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereofeach Holder; PROVIDEDprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED, FURTHER, HOWEVERhowever, that if, at any time after giving written notice of its intention to register any equity securities 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 register or to delay registration of such equity securities, the Company may, at its election, shall give written notice of such determination and its reasons therefor to each Requesting Holder of Registrable Securities the Holders and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewiththerewith as provided for in Section 2.2(d)), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled the Holders to do so to cause request that such registration to be effected as a registration under Section 1.1, 2.1 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.12.1.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock equity securities under the Securities Act by registration on Form S-x, X-0 or S-3, or any form other than Forms S-4 successor or S-8 or similar form(s) (except registrations (i) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with the issuance of stock an employee benefit plan (as defined in consideration 405 of the Securities Act) or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition of assets or a businessmerger on Form S-4 or any successor form thereto), whether or not for sale for its own account, it will each such time give prompt written notice (but in no event less than 30 days prior to all registered holders the initial filing of Registrable Securities a registration statement with respect thereto) to each of the Holders of its intention to do so and such notice shall offer the Holders of such holders' rights Registrable Securities the opportunity to register under this Section 1.2such registration statement such number of Registrable Securities as each such Holder may request in writing. Upon the written request of any of the Holders (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder (a "Requesting Holder") ), made as promptly as practicable and in any event within 30 20 days after the receipt of any such notice (or, 10 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securitieseach Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its reasonable best efforts to effect the shall include in such registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereofeach Holder; PROVIDEDprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED, FURTHER, HOWEVERhowever, that if, at any time after giving written notice of its intention to register any equity securities 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 register or to delay registration of such equity securities, the Company may, at its election, shall give written notice of such determination and its reasons therefor to each Requesting Holder of Registrable Securities the Holders and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewiththerewith as provided for in Section 2.2(d)), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled the Holders to do so to cause request that such registration to be effected as a registration under Section 1.1, 2.1 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.12.1.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock securities under the Securities Act by registration on Forms S-1, X-0 xx S-3 or any form other than successor or similar form(s) (except registrations on such Forms S-4 or similar form(s) solely for registration of securities in connection with an employee benefit plan (on Form S-8 or any successor form) or dividend reinvestment plan or in connection with the issuance of stock in consideration of the acquisition of assets a merger or a businessconsolidation or an exchange offer), whether or not for sale for its own account, it will will, subject to Section 2.9 hereof, each such time give prompt written notice to all registered holders of Registrable Securities of its intention to do so and (and, if such registration is an underwritten offering, the proposed managing underwriter or underwriters of such holders' rights under this Section 1.2offering). Upon the written request of any such holder (a "Requesting Holder") made as promptly as practicable and in any event within 30 days after the receipt of any such notice (10 7 days after telephonic notice if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (), which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will will, subject to Section 2.9 hereof, use its reasonable 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 Requesting Holders thereof; PROVIDED, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED, FURTHER, HOWEVER, provided that if, at any time after giving written notice of its intention to register any securities 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 register or to delay registration of such securities, securities the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any its obligation of the Company to pay the Registration Expenses incurred in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause with such registration to be effected as a registration under Section 1.1, registration) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.12.1.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock equity securities under the Securities Act by registration on Form S-1, S-2 or S-3, or any form other than Forms S-4 or S-8 or successor xx xxxxxar form(s) (except registrations (i) pursuant to Section 2.2, (ii) solely for registration of equity securities in connection with the issuance of stock an employee benefit plan (as defined in consideration 405 of the Securities Act) or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition of assets or a businessmerger on Form S-4 or any successor form thereto), whether or not for sale for its own account, it will each such time give prompt written notice (but in no event less than 30 days prior to all registered holders the initial filing of Registrable Securities a registration statement with respect thereto) to each of the Holders of its intention to do so and such notice shall offer the Holders of such holders' rights Registrable Securities the opportunity to register under this Section 1.2such registration statement such number of Registrable Securities as each such Holder may request in writing. Upon the written request of any of the Holders (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder (a "Requesting Holder") ), made as promptly as practicable and in any event within 30 days after the receipt of any such notice (10 or, 15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securitieseach Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its reasonable best efforts to effect the shall include in such registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereofeach Holder; PROVIDEDprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED, FURTHER, HOWEVERhowever, that if, at any time after giving written notice of its intention to register any equity securities 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 register or to delay registration of such equity securities, the Company may, at its election, shall give written notice of such determination and its reasons therefor to each Requesting Holder of Registrable Securities the Holders and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewiththerewith as provided hereunder), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled the Holders to do so to cause request that such registration to be effected as a registration under Section 1.1, 2.2 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 2.3 shall relieve the Company of its obligation to effect any registration upon request under Section 1.12.2.

Right to Include Registrable Securities. If the Company at any time after the date hereof proposes to register any of its Common Stock securities under the Securities Act by registration on Forms X-0, X-0 or S-3 or any form other than successor or similar form(s) (except registrations on such Forms S-4 or S-8 or similar form(s) solely for registration of securities in connection with the issuance of a stock in consideration of the acquisition of assets option or a businessother employee benefit plans, dividend reinvestment plans, mergers, acquisitions, consolidations, exchange offers or subscription offers), whether or not for sale for its own account, subject to Section 2.9 hereof, it will each such time give prompt written notice to all registered holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 1.22.2. Upon the written request of any such holder (a "Requesting Holder") made as promptly as practicable and in any event within 30 15 days after the receipt of any such notice (10 7 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will will, subject to Section 2.9 hereof, use its reasonable 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 Requesting Holders thereof; PROVIDED, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED, FURTHER, HOWEVERprovided, that if, at any time after giving written notice of its intention to register any securities 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 register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and the Company shall (iA) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause request that such registration to be effected as a registration under Section 1.12.1, and (iiB) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, Securities for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.12.1. The Company will pay all Registration Expenses in connection with registration of Registrable Securities requested pursuant to this Section 2.2.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock securities under the Securities Act by registration on Form X-0, X-0 or S-3 or any form other than Forms S-4 successor or S-8 similar form(s) (except registrations on any Form X-0, X-0 or similar form(s) solely for registration of securities in connection with the issuance of stock in consideration of the an employee benefit plan or dividend reinvestment plan or a merger or consolidation or acquisition of assets or a business), whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Registrable Securities JPMP and AON of its intention to do so and of such holders' JPMP's and AON's rights under this Section 1.22.2. Upon the written request of any such holder JPMP and AON (a "Requesting Holder") which request shall specify the maximum number of Registrable Securities intended to be disposed of by each of JPMP and AON), made as promptly as practicable and in any event within 30 days after the receipt of any such notice (10 15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable SecuritiesJPMP and AON, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will shall use its reasonable best efforts to effect the include in such registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by JPMP and AON (it being understood that any shares included in such offering by JPMP and AON shall be calculated on a pro rata basis, among JPMP and AON, determined with respect to all Registrable Securities held by IMCG for the Requesting Holders thereof; PROVIDED, that prior respective account of each of JPMP and AON (on a fully diluted basis) on the date hereof). Notwithstanding anything to the effective date of the registration statement filed contrary contained in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holderthis Agreement, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right may in its discretion withdraw any registration commenced pursuant to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED, FURTHER, HOWEVER, that if, at any time after giving written notice of its intention to register any securities and prior this Section 2.2 without liability to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 1.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.12.1. The Company will pay all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 2.2.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock equity securities under the Securities Act by registration on Form S-1, S-2 or S-3, or any form other than Forms S-4 successor or S-8 or similar form(s) (except registraxxxxx (x) pursuant to Section 2.1, (ii) solely for registration of equity securities in connection with the issuance of stock an employee benefit plan (as defined in consideration 405 of the Securities Act) or dividend reinvestment plan on Form S-8 or any successor form thereto or (iii) in connection with any acquisition of assets or a businessmerger on Form S-4 or any successor form thereto), whether or not for sale for its own account, it will each such time give prompt written notice (but in no event less than 30 days prior to all registered holders the initial filing of Registrable Securities a registration statement with respect thereto) to each of the Holders of its intention to do so and such notice shall offer the Holders of such holders' rights Registrable Securities the opportunity to register under this Section 1.2such registration statement such number of Registrable Securities as each such Holder may request in writing. Upon the written request of any of the Holders (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder (a "Requesting Holder") ), made as promptly as practicable and in any event within 30 20 days after the receipt of any such notice (or, 10 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securitieseach Holder, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its reasonable best efforts to effect the shall include in such registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereofeach Holder; PROVIDEDprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDED, FURTHER, HOWEVERhowever, that if, at any time after giving written notice of its intention to register any equity securities 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 register or to delay registration of such equity securities, the Company may, at its election, shall give written notice of such determination and its reasons therefor to each Requesting Holder of Registrable Securities the Holders and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewiththerewith as provided for in Section 2.2(d)), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled the Holders to do so to cause request that such registration to be effected as a registration under Section 1.1, 2.1 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.12.1.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 or in connection with the issuance of stock in consideration of the acquisition of assets or a business, whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Registrable Securities of its intention to do so and of such holders' ’ rights under this Section 1.2. Upon the written request of any such holder (a "“Requesting Holder"”) made as promptly as practicable and in any event within 30 days after the receipt of any such notice (10 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its reasonable 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 Requesting Holders thereof; PROVIDEDprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that if, at any time after giving written notice of its intention to register any securities 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 register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 1.1, and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.1.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 or in connection with the issuance of stock in consideration of the acquisition of assets or a businessS-8, whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 1.22.2. Upon the written request of any such holder (a "Requesting Holder") (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder) made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (10 15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its reasonable 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 Requesting Holders thereof; PROVIDEDprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately promptly upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that if, at any time after giving written notice of its intention to register any securities 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 register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (ix) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 1.12.1, and (iiy) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.12.1.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8 or in connection with the issuance of stock in consideration of the acquisition of assets or a businessS-8, whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 1.22.2. Upon the written request of any such holder (a "Requesting Holder") (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder) made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (10 15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its reasonable 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 Requesting Holders thereof; PROVIDEDprovided, that prior to the effective date of the registration statement filed in connection with such registration, immediately promptly upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; PROVIDEDprovided, FURTHERfurther, HOWEVERhowever, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration registra tion statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (ix) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 1.12.1, and (iiy) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 1.2 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 1.12.1.