Common use of Right to Include Registrable Securities Clause in Contracts

Right to Include Registrable Securities. If at any time after June 30, 1996, the Company proposes to register any class of debt or equity security or any Common Stock Equivalent under the Securities Act on any form for the general registration of securities under such Securities Act, whether or not for its own account (other than a registration form relating to (i) a registration of a stock option, stock purchase or compensation or incentive plan or stock issued or issuable pursuant to any such plan, or a dividend investment plan; (ii) a registration of stock proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation; or (iii) a registration of stock proposed to be issued in exchange for other securities of the Company) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act (a "Piggyback Registration"), it will at such time give prompt written notice to all Holders of Registrable Securities of its intention to do so and of such Holders' rights under this Section 7.01. Upon the written request of any such Holder made within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), the Company will include in the Registration Statement the Registrable Securities which the Company has been so requested to register by the Holders thereof.

Right to Include Registrable Securities. If If, at any time after June 30, 1996prior to the date which marks the second anniversary of the date of this Agreement, the Company proposes to register any class of debt or its equity security or any Common Stock Equivalent securities under the Securities Act (other than on Form S-8 or S-4, or any similar form for the general registration of securities under such Securities Actpursuant to an employee benefit plan or business combination or reorganization, and as otherwise provided herein), whether or not for sale for its own account (or for the account of any other than person, on a registration form relating to (i) a registration of a stock option, stock purchase or compensation or incentive plan or stock issued or issuable pursuant to any such plan, or a dividend investment plan; (ii) a registration of stock proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation; or (iii) a registration of stock proposed to be issued in exchange for other securities of the Company) and in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will at will, each such time time, give prompt written notice to all Holders holders of Registrable Securities of its intention to do so so, describing such securities and of specifying the form and manner and the other relevant facts involved in such Holders' rights under this Section 7.01. Upon proposed registration, and, upon the written request of any such Holder made holder delivered to the Company within 15 ten business days after the receipt giving of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder holder and the intended method or methods of disposition thereof), the Company will include in use its best efforts to effect the Registration Statement registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Holders thereof.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 after June 30March 7, 19961997 and prior to March 7, 1999, the Company proposes to register any shares of the Common Stock or any other class of debt or equity security or any Common Stock Equivalent under the Securities Act on any form for the general registration of securities under such Securities Act, whether or not for its own account (other than a registration form relating to (i) a registration of a stock option, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or a dividend investment plan; (ii) a registration of stock securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation; or (iii) a registration of stock securities proposed to be issued in exchange for other securities of the Company) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act (a "Piggyback RegistrationPIGGYBACK REGISTRATION"), it will shall at such time give prompt written notice to all Holders of Registrable Securities of its intention to do so and of such Holders' rights under this Section 7.01. Such rights are referred to hereinafter as "PIGGYBACK REGISTRATION RIGHTS". Upon the written request of any such Holder made within 15 20 days after the receipt giving of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), the Company will shall include in the Registration Statement the Registrable Securities which the Company has been so requested to register by the Holders thereof.

Right to Include Registrable Securities. If at any time after June 30, 1996, the date of this 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 class shares of debt or equity security or any Common Stock Equivalent its Equity Securities under the Securities Act on any form for the general registration of securities under such Securities Act, whether or not for its own account (or for the account of other security 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 registration form relating to (i) a registration of a stock option, stock purchase or compensation or incentive plan or stock issued or issuable pursuant to any such planan agreement which, or a dividend investment plan; (ii) a registration of stock proposed to be issued in exchange for securities or assets ofby its terms, or in connection with a merger or consolidation with, another corporation; or (iii) a registration of stock proposed to be issued in exchange for other securities of would prohibit the Company) in a manner which would permit registration inclusion of Registrable Securities for sale to the public under the Securities Act Securities, unless such prohibition is waived, it will give written notice (a "Piggyback RegistrationRegistration Notice"), it will at such time give prompt written notice ) to all Holders each Holder of Registrable Securities of its intention to do so and of whether such Holders' rights under this Section 7.01registration relates to an underwritten offering. Upon the written request of any such Holder of Registrable Securities made within 15 twenty (20) business days after the 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 include in will, subject to the Registration Statement terms of this Agreement, use its reasonable best efforts to effect the Registrable registration under the Securities which the Company has been so requested to register by the Holders thereof.Act of all Registrable

Right to Include Registrable Securities. If at any time after June 30, 1996, the Company proposes to register any class of debt or its equity security or any Common Stock Equivalent securities under the Securities Act on any form for the general registration of securities under such Securities Act, whether or not for sale for its own account (other than a registration form relating to (i) a registration of a stock option, stock purchase on Form S-4 or compensation or incentive plan or stock issued or issuable pursuant to any such planForm S-8, or a dividend investment plan; (ii) a registration of stock proposed to be issued in exchange for securities any successor or assets ofsimilar forms), or in connection with a merger or consolidation with, another corporation; or (iii) a registration of stock proposed to be issued in exchange for other securities of the Company) in a manner which that would permit registration of Registrable Securities for sale to the public under the Securities Act (a "Piggyback Registration")Act, it will at each such time promptly give prompt written notice to all Holders of Registrable Securities Holders: (i) of its intention to do so so, (ii) of the registration form of the SEC that has been selected by the Company and (iii) of such Holders' rights of Holders under this Section 7.012 (the "Section 2 Notice"). Upon The Company will include in the written request of any such Holder made proposed registration all Registrable Securities that the Company is requested in writing, within 15 days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof)Section 2 Notice is given, the Company will include in the Registration Statement the Registrable Securities which the Company has been so requested to register by the Holders thereof; provided, however, that (i) 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 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 connection with such abandoned registration, and (ii) in case of a determination by the Company to delay registration of its equity securities, the Company shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities by the Company.

Right to Include Registrable Securities. If at any time after June 30, 1996, prior to the Expiration Date the Company proposes to register any class of debt or equity security or any Common Stock Equivalent under the Securities Act on any form for the general registration of securities under such Securities Act, whether or not for its own account (other than a registration form relating to (i) a registration of a stock option, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or a dividend investment plan; (ii) a registration of stock securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation; or (iii) a registration of stock securities proposed to be issued in exchange for other securities of the Company) in a manner which would permit registration of Registrable Securities for sale to the public under the Securities Act (a "Piggyback Registration"), it will at such time give prompt written notice to all Holders of Registrable Securities of its intention to do so and of such Holders' rights under this Section 7.01. Such rights are referred to hereinafter as "Piggyback Registration Rights". Upon the written request of any such Holder made within 15 20 days after the receipt giving of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder and the intended method of disposition thereof), the Company will include in the Registration Statement the Registrable Securities which the Company has been so requested to register by the Holders thereofthereof provided that the Company need not include any such Registrable Securities in Registration Statements filed after the Expiration Date.