Common use of Right to Include Registrable Securities Clause in Contracts

Right to Include Registrable Securities. If, at any time prior to the date which marks the second anniversary of the date of this Agreement, the Company proposes to register any of its equity securities under the Securities Act (other than on Form S-8 or S-4, or any similar form for the registration of securities pursuant to an employee benefit plan or business combination or reorganization, and as otherwise provided herein), whether for sale for its own account or for the account of any other person, on a form and in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, each such time, give prompt written notice to all holders of Registrable Securities of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration, and, upon the written request of any such holder delivered to the Company within ten business days after the giving of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders of Registrable Securities (hereinafter "Requesting Holder"), to the extent requisite to permit the disposition of the Registrable Securities in accordance with the intended methods thereof as specified by the holders of a majority of the Registrable Securities so to be registered, provided that:

Right to Include Registrable Securities. If, at any time prior to the date which marks time that the second anniversary Holder is able to dispose of all of her Registrable Securities in one three-month period pursuant to the date provisions of this AgreementRule 144, the Company proposes to register any of its equity securities under the Securities Act (other than on Form S-8 or S-4, or any similar form for the registration of securities pursuant to an employee benefit plan or business combination or reorganization, and as otherwise provided herein)Act, whether for sale for its own account or for the account of any other person, on a form and in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, will each such time, time give prompt written notice (and in all events prior to filing the registration statement) to all holders such Holders of Registrable Securities of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration, and, upon . Upon the written request of any such holder Holder (each a “Requesting Holder”) delivered to the Company within ten (10) business days after the giving of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder Requesting Holder and the intended method or methods of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders of Registrable Securities (hereinafter "Requesting Holder")Holders, to the extent requisite to permit the disposition of the Registrable Securities in accordance with the intended methods thereof as specified by the holders of a majority of the Registrable Securities so to be registered, provided that:

Right to Include Registrable Securities. If, at any time prior to the date which marks time that the second anniversary of Registrable Securities become eligible for resale pursuant to Rule 144 under the date of this AgreementSecurities Act, the Company proposes to register any of its equity securities under the Securities Act (other than on Form S-8 or S-4, or any similar form for the registration of securities pursuant to an employee benefit plan or business combination or reorganization, and as otherwise provided herein)Act, whether for sale for its own account or for the account of any other person, on a form and in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, will each such time, time give prompt written notice to all holders such Holders of Registrable Securities of its intention to do so, describing such securities and specifying the form and manner and the other relevant facts involved in such proposed registration, and, upon . Upon the written request of any such holder Holder (each a “Requesting Holder”) delivered to the Company within ten (10) business days after the giving of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder Requesting Holder and the intended method or methods of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders of Registrable Securities (hereinafter "Requesting Holder")Holders, to the extent requisite to permit the disposition of the Registrable Securities in accordance with the intended methods thereof as specified by the holders of a majority of the Registrable Securities so to be registered, provided that:

Right to Include Registrable Securities. If, If the Company at any time prior to the date which marks the second anniversary of the date of this Agreement, the Company proposes to register any of its equity securities under the Securities Act (other than by a registration on Form S-4 or S-8 or S-4, any successor or similar form and other than pursuant to Section 2.1 or a registration relating solely to a Rule 145 transaction or any similar registration form for the registration of securities pursuant to an employee benefit plan or business combination or reorganization, and as otherwise provided hereinthat does not permit secondary sales), whether or not for sale for its own account or for the account of any other person, on a form and in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Actaccount, it will, will each such time, time give prompt written notice to all holders of Registrable Securities of its intention to do so, describing so and of such securities and specifying the form and manner and the other relevant facts involved holders' rights under this Section 2.2 to have its Registrable Securities included in such proposed registration, and, upon . Upon the written request of any such holder delivered to the Company made within ten business thirty (30) days after the giving receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders of Registrable Securities (hereinafter "Requesting Holder")thereof, to the extent requisite to permit the disposition of the Registrable Securities (in accordance with the intended methods thereof as specified by the holders of a majority aforesaid) of the Registrable Securities so to be registered, provided 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 holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any

Right to Include Registrable Securities. If, If either Issuer at any time prior to after the date which marks the second anniversary of the date of this Agreement, the Company hereof proposes to register shares of a Class (or any security which is convertible into or exercisable or exchangeable for shares of its equity securities such Class) under the Securities Act (other than a registration on Form S-8 S-4, F-4 or S-4S-8, or any successor or other forms promulgated for similar form for the registration of securities pursuant to an employee benefit plan or business combination or reorganization, and as otherwise provided hereinpurposes), whether or not for sale for its own account or for the account of any other personaccount, on a form and in a manner which would permit registration of Registrable Securities of such Class for sale to the public under the Securities Act, it such issuer will, at each such time, give prompt written notice to all holders Holders of its Registrable Securities of such Class of its intention to do so, describing so and of such securities and specifying the form and manner and the other relevant facts involved in such proposed registration, and, upon Holders' rights under this Section 2. Upon the written request of any such holder delivered to the Company Holder made within ten business 15 days after the giving receipt of any such notice (which request shall specify the Registrable Securities of such Class intended to be disposed of by such holder and the intended method or methods of disposition thereofHolder), the Company relevant Issuer will use its best reasonable efforts to effect the registration under the Securities Act of all Registrable Securities of such Class which the Company it has been so requested to register by the holders of Registrable Securities (hereinafter "Requesting Holder")Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities in accordance with the intended methods thereof as specified by the holders of a majority of the such Registrable Securities so to be registered, provided ; PROVIDED that:

Right to Include Registrable Securities. If, at any time prior to the date which marks the second anniversary of From and after the date of this Agreement, if the Company at any time proposes to register any of its equity securities file a registration statement under the Securities Act (to register for sale by the Company, or by Louix Xxxxxxx, xxares of Common Stock solely for cash other than (i) a registration on Form S-8 or S-4, or any successor or similar form for the forms, or (ii) a shelf registration of securities pursuant to an employee benefit plan or business combination or reorganization, and as otherwise provided herein), whether for sale for its own account or for the account of any other person, on a form and in a manner which would permit registration of Registrable Securities for sale to the public under Rule 415 under the Securities Act, it will, will each such time, time give prompt written notice to all holders of Registrable Securities of its intention to do so, describing so and of such securities and specifying the form and manner and the other relevant facts involved in such proposed registration, and, upon holders' rights under this Article III. Upon the written request of any such holder delivered to the Company ("Requesting Holder") made within ten business 20 days after the giving date of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof), 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 holders of Registrable Securities (hereinafter "Requesting Holder")thereof, to the extent requisite to permit the disposition of the Registrable Securities (in accordance with the intended methods thereof as specified by the holders of a majority disposition) of the Registrable Securities so requesting registration, by the inclusion of such Registrable Securities in the registration statement which covers the securities which the Company proposes to be registeredregister; provided, provided 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 the registration, the Company shall determine for

Right to Include Registrable Securities. If, If at any time prior to the date which marks the second anniversary of after the date of this Agreement, Agreement and up to and including the third anniversary of such date the Company at any time proposes to register for sale for cash any shares of its equity securities Equity Securities under the Securities Act (other than on Form S-8 or S-4, or any similar form for the registration of securities pursuant to an employee benefit plan or business combination or reorganization, and as otherwise provided herein)Act, whether for sale for its own account or for the account of any other personsecurity holders or both, on any form other than Form S-4, Form S-8 (or Form S-3, if such registration covers an offering of the type contemplated by Form S-8) or any successor or similar forms and other than by a form and in a manner which registration pursuant to an agreement which, by its terms, would permit registration prohibit the inclusion of Registrable Securities for sale to the public under the Securities ActSecurities, unless such prohibition is waived, it will, each such time, will give prompt written notice (a "Registration Notice") to all holders each Holder of Registrable Securities of its intention to do so, describing so and whether such securities and specifying the form and manner and the other relevant facts involved in such proposed registration, and, upon registration relates to an underwritten offering. Upon the written request of any such holder delivered to the Company Holder of Registrable Securities made within ten twenty (20) business days after the giving receipt of any such notice Registration Notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and Holders and, if the offering by the Company is not an underwritten offering, the intended method or methods of disposition thereof), the Company will will, subject to the terms of this Agreement, 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 holders of Registrable Securities (hereinafter "Requesting Holder"), to the extent requisite to permit the disposition of the Registrable Securities in accordance with the intended methods thereof as specified by the holders of a majority of the Registrable Securities so to be registered, provided that:Registrable

Right to Include Registrable Securities. If, If the Company at any time prior to the date which marks the second anniversary of the date of this Agreement, the Company proposes to register any of its equity securities under the Securities Act (other than by a registration on Form S-8 or S-4, Form S-4 or any successor or similar form for the registration of securities and other than pursuant to an employee benefit plan Section 2.1 or business combination or reorganization, and as otherwise provided herein2.2 of this Agreement), whether or not for sale for its own account or for the account of any other person, on a form and in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it willaccount, each such time, time it will give prompt written notice to all holders of Registrable Securities of its intention to do so, describing of the intended method of disposition, and of such securities and specifying the form and manner and the other relevant facts involved in such proposed registration, and, upon holders' rights under this Section 2.3. Upon the written request of any such holder delivered to the Company made within ten business 15 days after the giving receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof, which can be by underwritten offering, even if such was not intended by the Company), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the a holder or holders of Registrable Securities (hereinafter "Requesting Holder")Securities, to the extent requisite to permit the disposition of the Registrable Securities (in accordance with the intended methods thereof as specified by the holders of a majority aforesaid) of the Registrable Securities so to be registered; provided, provided 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, after consultation with the holder or holders of Registrable Securities which have requested inclusion in such registration, not to register or to delay registration of such securities, the

Right to Include Registrable Securities. If, If the Company at any time prior proposes to the date which marks the second anniversary of the date of this Agreement, the Company proposes file a registration statement to register any of its equity securities (or any security convertible into or exchangable for any equity security of the Company) under the Securities Act (other than except for registration on Form S-4 or S-8 or S-4, any successor or any similar form for the registration of securities pursuant to an employee benefit plan or business combination or reorganization, and as otherwise provided hereinforms), whether or not for sale for its own account or for the account of any other person, on a form and in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Actaccount, it will, will each such time, time give prompt written notice to all registered holders of Registrable Securities of its intention to do so, describing so and of such securities and specifying the form and manner and the other relevant facts involved in such proposed registration, and, upon holders' rights under this Section 1.2. Upon the written request of any such holder delivered to the Company within ten business days after the giving of any such notice (a "Requesting Holder") (which request shall specify the amount of Registrable Securities intended to be disposed of by such holder Requesting Holder) made as promptly as practicable and in any event within 30 days after the intended method receipt of any such notice (20 days if the Company states in such written notice or methods gives telephonic notice to all registered holders of disposition thereofRegistrable 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 will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders Requesting Holders thereof. No registration effected under this Section 1.2 shall relieve the Company of Registrable Securities (hereinafter "Requesting Holder"), its obligation to the extent requisite to permit the disposition of the Registrable Securities in accordance with the intended methods thereof as specified by the holders of a majority of the Registrable Securities so to be registered, provided that:effect any registration upon request under Section 1.1.

Right to Include Registrable Securities. If, If the Company at any time prior to after the date which marks the second anniversary of the date of this Agreement, the Company hereof proposes to register any of its equity securities Common Stock (or any security which is convertible into or exchangeable or exercisable for Common Stock) under the Securities Act (other than a registration on Form S-8 S-4 or S-4S-8, or any successor or other forms promulgated for similar form for the registration of securities pursuant to an employee benefit plan or business combination or reorganization, and as otherwise provided hereinpurposes), whether or not for sale for its own account or for the account of any other personaccount, on a form and in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, at each such time, give prompt written notice to all holders Holders of Registrable Securities of its intention to do so, describing so and of such securities and specifying the form and manner and the other relevant facts involved in such proposed registration, and, upon Holders’ rights under this Section 2.3. Upon the written request of any such holder delivered to the Company Holder made within ten business 15 days after the giving receipt of any such notice (which request shall will specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereofHolder), the Company will use its 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 holders of Registrable Securities (hereinafter "Requesting Holder")Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities in accordance with the intended methods thereof as specified by the holders of a majority of the Registrable Securities so to be registered. If a registration requested pursuant to this Section 2.3 involves an underwritten offering, provided that:any Holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration.

Right to Include Registrable Securities. If, If at any time prior to the date which marks the second anniversary of the date of this Agreement, the Company proposes to register any of its equity securities under the Securities Act (other than on Form S-8 or S-4, or any similar form for the registration of securities pursuant to an employee benefit plan or business combination or reorganization, and as otherwise provided herein)Act, whether or not for sale for its own account (other than a registration on Form S-4 or for the account of Form S-8, or any other personsuccessor or similar forms), on a form and in a manner which that would permit registration of Registrable Securities for sale to the public under the Securities Act, it will, will each such time, time promptly give prompt written notice to all holders of Registrable Securities Holders: (i) of its intention to do so, describing such securities and specifying (ii) of the registration form and manner and of the other relevant facts involved in such proposed registration, and, upon the written request of any such holder delivered to SEC that has been selected by the Company and (iii) of rights of Holders under this Section 2 (the "Section 2 Notice"). The Company will include in the proposed registration all Registrable Securities that the Company is requested in writing, within ten business 15 days after the giving of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition thereof)Section 2 Notice is given, the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders Holders thereof; provided, however, that (i) if, at any time after giving written notice of Registrable Securities (hereinafter "Requesting Holder"), its intention to register any equity securities and prior to the extent requisite to permit the disposition effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to register all such equity securities, the Company may, at its election, give written notice of such determination to all Holders who so requested registration and, thereupon, shall be relieved of its obligation to register any Registrable Securities in accordance connection with the intended methods thereof as specified such abandoned registration, and (ii) in case of a determination by the holders Company to delay registration of a majority its equity securities, the Company shall be permitted to delay the registration of the such Registrable Securities so to be registered, provided that:for the same period as the delay in registering such other equity securities by the Company.