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 securities under the Securities Act by registration on Form S-0, X-0 or S-3 or any successor or similar form(s) (except for registration on any such form or similar form(s) solely for registration of securities in connection with an employee benefit plan, dividend reinvestment plan or merger or consolidation), whether or not for sale for its own account, the Company will each such time give prompt written notice to Mitsui of its intention to do so and of Mitsui’s rights under this Section 2.2. Upon the written request of Mitsui (which request shall specify the maximum number of Registrable Securities intended to be disposed of by Mitsui), made as promptly as practicable and in any event within 30 days after the receipt of any such notice (15 days if the Company states in such written notice or gives telephonic notice to Mitsui, 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), the Company shall use its reasonable best efforts to include in such registration under the Securities Act all Registrable Securities which the Company has been so requested to register by Mitsui. Notwithstanding anything to the contrary contained in this Agreement, the Company may in its discretion withdraw any registration commenced pursuant to this Section 2.2 without liability to the holders of Registrable Securities. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration under Section 2.1 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 file a registration statement to register any of its equity securities (or any security convertible into or exchangeable for any equity security of the Company) under the Securities Act by (except for registration on Form S-0, X-0 S-4 or S-3 S-8 or any successor or similar form(s) (except for registration on any such form or similar form(s) solely for registration of securities in connection with an employee benefit plan, dividend reinvestment plan or merger or consolidationforms), whether or not for sale for its own account, the Company it will each such time give prompt written notice to Mitsui all registered holders of Registrable Securities of its intention to do so and of Mitsui’s such holders' rights under this Section 2.21.2. Upon the written request of Mitsui any such holder (a "Requesting Holder") (which request shall specify the maximum number amount of Registrable Securities intended to be disposed of by Mitsui), such Requesting Holder) made as promptly as practicable and in any event within 30 days after the receipt of any such notice (15 20 days if the Company states in such written notice or gives telephonic notice to Mitsuiall 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), the Company shall will use its reasonable best efforts to include in such effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by Mitsui. Notwithstanding anything to the contrary contained in this Agreement, the Company may in its discretion withdraw any registration commenced pursuant to this Section 2.2 without liability to the holders of Registrable SecuritiesRequesting Holders thereof. No registration effected under this Section 2.2 1.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1 The Company will pay all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 2.21.1.

Right to Include Registrable Securities. If the Company If, at any time following the date of this Agreement, the Company proposes to register any of its securities under the Securities Act (other than by a registration on Form S-0, X-0 S-4 or S-3 S-8 or any successor or similar form(s) (except for registration on any such form forms or similar form(s) solely for registration of securities filed in connection with an employee benefit planexchange offer, dividend reinvestment plan or merger or consolidationany offering of securities solely to the Company's existing security holders, and other than pursuant to Section 2.1), whether or not for sale for its own account, the Company will at each such time give prompt confidential written notice to Mitsui the Shareholder of its intention to do so and of Mitsui’s the Shareholder's rights under this Section 2.2. Upon the written request of Mitsui (which request shall specify the maximum number of Registrable Securities intended to be disposed of by Mitsui), Shareholder made as promptly as practicable and in any event within 30 20 days after the receipt of any such notice (15 days if which request shall specify the Company states in such written notice or gives telephonic notice Registrable Securities intended to Mitsui, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 disposed of by the Shareholder and (ii) such shorter period the intended method of time is required because of a planned filing datedisposition thereof), the Company shall will, subject to the provisions of Section 2.2(c), use its commercially reasonable best efforts to include in such effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by Mitsui. Notwithstanding anything the Shareholder, to the contrary contained extent requisite to permit the disposition (in this Agreementaccordance with the intended methods thereof) of the Registrable Securities so to be registered; 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 may in shall determine for any reason not to register or to delay registration of such securities, the Company may, at its discretion withdraw any registration commenced pursuant to this Section 2.2 without liability election, give written notice of such determination to the holders Shareholder and (i) in the case of Registrable Securities. No registration effected under this Section 2.2 a determination not to register, shall relieve the Company be relieved of its obligation to effect register any registration under Section 2.1 The Company will pay all Registration Expenses Registrable Securities in connection with such registration and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any registration of Registrable Securities requested pursuant to this Section 2.2Securities, for the same period as the delay in registering such other securities.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities under the Securities Act by registration on Form S-0Forms X-0, X-0 or S-3 or any successor or similar form(s) (except for registration on any such form or similar form(s) solely for registration of securities in connection with an employee benefit plan, dividend reinvestment plan or merger or consolidation), whether or not for sale for its own account, the Company will each such time it shall give prompt written notice to Mitsui all holders of Registrable Securities of its intention to do so and of Mitsui’s such holders' rights under this Section 2.2. Upon the written request of Mitsui (which request shall specify any such holder specifying the maximum number of Registrable Securities intended to be disposed of by Mitsui)such holder, made as promptly as practicable and in any event within 30 15 days after the receipt of any such notice (15 days if notice, which request shall specify the Company states in Registrable Securities intended to be disposed of by such written notice or gives telephonic notice to Mitsui, 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)holder, the Company shall use its best commercially reasonable best efforts to include in such the registration under the Securities Act all Registrable Securities which the Company has been so requested to register by Mitsui. Notwithstanding anything the holders thereof, to the contrary contained in this Agreement, extent requisite to permit the Company may in its discretion withdraw any registration commenced pursuant disposition of such Registrable Securities to this Section 2.2 without liability to the holders of Registrable Securitiesbe so registered. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1 2.1, nor shall it be deemed to have been effected pursuant to Section 2.1. The Company will shall pay all Registration Expenses in connection with any each registration of Registrable Securities requested pursuant to this Section 2.2. The Company shall have the right to withdraw or cancel any registration under this Section 2.2 in its sole discretion at any time, PROVIDED, HOWEVER, that the Investor shall retain all registration rights pursuant to this Section 2.2.

Right to Include Registrable Securities. If the Company at any time proposes following consummation of an IPO, the Company shall propose to register any Common Stock by means of its securities under a registration statement filed by the Securities Act by registration on Form S-0, X-0 or S-3 or any successor or similar form(s) (except for registration on any such form or similar form(s) solely for registration of securities in connection Company with an employee benefit plan, dividend reinvestment plan or merger or consolidation), whether or not the SEC for sale in a public offering for its own account, or for the Company will each such time account of any other Person by registration on Form SB-2, S-1, S-2 or S-3 (but not Form S-4 or S-8) or any successor or sxxxxxx xxxxx (except for any registrations in connection with (x) an employee benefit plan or dividend reinvestment plan or a merger, consolidation or other business combination or (y) debt securities that are not convertible into Common Stock) it shall give prompt written notice to Mitsui the holders of Registrable Securities (such holders of Registrable Securities are referred to herein as "Holders") of its intention to do so and of Mitsui’s the Holders' rights under this Section 2.21 at least 30 days prior to the filing of a registration statement with respect to such registration with the SEC. Upon the written request of Mitsui (any Holder made within 20 days after the receipt of that notice, which request shall specify the maximum number of Registrable Securities intended to be registered and disposed of by Mitsui), made as promptly as practicable and in any event within 30 days after the receipt of any such notice (15 days if the Company states in such written notice or gives telephonic notice to Mitsui, 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)Holder, the Company shall shall, subject to the provisions hereof, use its commercially reasonable best efforts to include in such registration under the Securities Act statement all Registrable Securities which that the Company has been so requested to register by Mitsuisuch Holder. Notwithstanding anything If a Holder decides not to the contrary contained include all of its Registrable Securities in this Agreement, the Company may in its discretion withdraw any registration commenced statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right pursuant to this Section 2.2 without liability 1.1 to the holders of include any Registrable Securities. No Securities in any subsequent registration effected under this Section 2.2 shall relieve statement or registration statements as may be filed by the Company with respect to offferings of its obligation to effect any registration under Section 2.1 The Company will pay securities, upon all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 2.2the terms and conditions set forth herein.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities under the Securities Act by registration on Form S-0X-0, X-0 or S-3 or any successor or similar form(s) (except for registration registrations on any such form Form or similar form(s) solely for registration of securities in connection with an employee benefit plan, plan or dividend reinvestment plan or a merger or consolidation), whether or not for sale for its own account, the Company it will each such time give prompt written notice to Mitsui IMCG of its intention to do so and of Mitsui’s IMCG's rights under this Section 2.2. Upon the written request of Mitsui IMCG (which request shall specify the maximum number of Registrable Securities intended to be disposed of by MitsuiIMCG), made as promptly as practicable and in any event within 30 days after the receipt of any such notice (15 days if the Company states in such written notice or gives telephonic notice to MitsuiIMCG, 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), the Company shall use its reasonable best efforts to include in such registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by MitsuiIMCG. Notwithstanding anything to the contrary contained in this Agreement, the Company may in its discretion withdraw any registration commenced pursuant to this Section 2.2 without liability to the holders of Registrable Securities. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1 2.1. 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 Penske exercises its right to cause the Company at to effect the registration under the Securities Act of all or part of the Penske Registrable Securities, pursuant to any time of the Penske Registration Rights Agreements, and if as a result of exercising such right the Company proposes to register any of its securities the Penske Registrable Securities under the Securities Act by registration on Form S-0S-1, X-0 S-2 or S-3 or any successor or similar form(s) (except for registration on any such form or similar form(s) solely for registration of securities in connection with an employee benefit plan, dividend reinvestment plan or merger or consolidation), whether or not for sale for its own account, the Company will each such eaxx xxxx time give prompt written notice to Mitsui of its intention to do so register the Penske Registrable Securities and of Mitsui’s 's rights under this Section 2.22.1. Upon the written request of Mitsui (which request shall specify the maximum number of Registrable Securities intended to be disposed of by Mitsui), made as promptly as practicable and in any event within 30 days after the receipt of any such notice (15 days if the Company states in such written notice or gives telephonic notice to Mitsui, 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), the Company shall use its reasonable best efforts to include in such registration under the Securities Act all Registrable Securities which the Company has been so requested to register by MitsuiMitsui subject only to the terms and conditions set forth herein. Notwithstanding anything to the contrary contained in this Agreement, but subject in each case to the terms of each Penske Registration Rights Agreement, the Company may in its discretion withdraw any registration commenced pursuant to this Section 2.2 2.1 without liability to the holders of Registrable Securities. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration under Section 2.1 The Company will pay all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 2.22.1.

Right to Include Registrable Securities. If Penske exercises its right to cause the Company at to effect the registration under the Securities Act of all or part of the Penske Registrable Securities, pursuant to any time of the Penske Registration Rights Agreements, and if as a result of exercising such right the Company proposes to register any of its securities the Penske Registrable Securities under the Securities Act by registration on Form S-0S-1, X-0 S-2 or S-3 or any successor or similar form(s) (except for registration on any such form or similar form(s) solely for registration of securities in connection with an employee benefit plan, dividend reinvestment plan or merger or consolidation), whether or not for sale for its own account, the Company will each such wilx xxxx xuch time give prompt written notice to Mitsui of its intention to do so register the Penske Registrable Securities and of Mitsui’s 's rights under this Section 2.22.1. Upon the written request of Mitsui (which request shall specify the maximum number of Registrable Securities intended to be disposed of by Mitsui), made as promptly as practicable and in any event within 30 days after the receipt of any such notice (15 days if the Company states in such written notice or gives telephonic notice to Mitsui, 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), the Company shall use its reasonable best efforts to include in such registration under the Securities Act all Registrable Securities which the Company has been so requested to register by MitsuiMitsui subject only to the terms and conditions set forth herein. Notwithstanding anything to the contrary contained in this Agreement, but subject in each case to the terms of each Penske Registration Rights Agreement, the Company may in its discretion withdraw any registration commenced pursuant to this Section 2.2 2.1 without liability to the holders of Registrable Securities. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration under Section 2.1 The Company will pay all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 2.22.1.

Right to Include Registrable Securities. If the Company at any time proposes to register any of its securities under the Securities Act by registration on Form S-0S-1, X-0 or xx S-3 or any successor or similar form(s) (except for registration registrations on any such form Form or similar form(s) solely for registration of securities in connection with an employee benefit plan, plan or dividend reinvestment plan or a merger or consolidation), whether or not for sale for its own account, the Company it will each such time give prompt written notice to Mitsui the Sabre Parties of its intention to do so and of Mitsui’s each Sabre Party's rights under this Section 2.2. Upon the written request of Mitsui the Sabre Parties (which request shall specify the maximum number of Registrable Securities intended to be disposed of by Mitsuieach Sabre Party), made as promptly as practicable and in any event within 30 days after the receipt of any such notice (15 days if the Company states in such written notice or gives telephonic notice to Mitsuithe Sabre Parties, 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), the Company shall use its reasonable best efforts to include in such registration under the Securities Act all Registrable Securities which the Company has been so requested to register by Mitsuithe Sabre Parties. Notwithstanding anything to the contrary contained in this Agreement, the Company may in its discretion withdraw any registration commenced pursuant to this Section 2.2 without liability to the holders of Registrable Securities. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1 2.1. 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 securities under the Securities Act by registration on Form S-0S-1, X-0 or xx S-3 or any successor or similar form(s) (except for registration registrations on any such form Form or similar form(s) solely for registration of securities in connection with an employee benefit plan, plan or dividend reinvestment plan or a merger or consolidation), whether or not for sale for its own account, the Company it will each such time give prompt written notice to Mitsui Penske of its intention to do so and of Mitsui’s Penske's rights under this Section 2.2. Upon the written request of Mitsui Penske (which request shall specify the maximum number of Registrable Securities intended to be disposed of by MitsuiPenske), made as promptly as practicable and in any event within 30 days after the receipt of any such notice (15 days if the Company states in such written notice or gives telephonic notice to MitsuiPenske, 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), the Company shall use its reasonable best efforts to include in such registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by MitsuiPenske. Notwithstanding anything to the contrary contained in this Agreement, the Company may in its discretion withdraw any registration commenced pursuant to this Section 2.2 without liability to the holders of Registrable Securities. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1 2.1. 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 securities under the Securities Act by registration on Form S-0S-1, X-0 S-2 or S-3 or any successor or similar form(s) (except for registration regisxxxxxxxx on any such form Form or similar form(s) solely for registration of securities in connection with an employee benefit plan, plan or dividend reinvestment plan or a merger or consolidation), whether or not for sale for its own account, the Company it will each such time give prompt written notice to Mitsui Penske of its intention to do so and of Mitsui’s Penske's rights under this Section 2.2. Upon the written request of Mitsui Penske (which request shall specify the maximum number of Registrable Securities intended to be disposed of by MitsuiPenske), made as promptly as practicable and in any event within 30 days after the receipt of any such notice (15 days if the Company states in such written notice or gives telephonic notice to MitsuiPenske, 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), the Company shall use its reasonable best efforts to include in such registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by MitsuiPenske. Notwithstanding anything to the contrary contained in this Agreement, the Company may in its discretion withdraw any registration commenced pursuant to this Section 2.2 without liability to the holders of Registrable Securities. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1 2.1. The Company will pay all Registration Expenses in connection with any registration of Registrable Securities requested pursuant to this Section 2.2.