Common use of Right to Include Registrable Shares Clause in Contracts

Right to Include Registrable Shares. If at any time during the Demand Registration Period, the Company proposes to register its common stock under the Securities Act, whether or not for sale for its own account (other than a registration on Form S-4 or Form S-8, or any successor or similar forms), it will each such time promptly give written notice to the Seller Representative (as defined in Section 11(d)) of its intention to do so and of rights of such Sell- ers under this Section 6 (the "Section 6 Notice"). The Com- pany will use all reasonable efforts to include in the pro- posed registration all Registrable Shares that the Company is requested in writing, within 10 days after the Section 6 No- tice xx given, to register by the Sellers thereof (a "Piggy- back Registration"); 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 regis- tration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to the Seller Representative and, thereupon, shall be relieved of its obligation to register any Registrable Shares in con- nection with such abandoned registration and (ii) in case of a determination by the Company to delay registration of its common stock, the Company shall be permitted to delay the registration of such Registrable Shares for the same period as the delay in registering such other common stock. Not- withstanding anything to the contrary in Section 3 hereof, no Seller shall have the right to require the Company to regis- ter any Registrable Shares pursuant to such Section 3 until the later of (A) the completion of the distribution of the securities offered and registered pursuant to the Section 6 Notice and (B) 90 days after the date each registration statement effected under this Section 6 is declared effec- tive.

Right to Include Registrable Shares. If the Company at any time during the Demand Registration Period, the Company proposes to register any of its common stock equity securities under the Securities Act, whether or not for sale for its own account and whether or not on account of receipt by the Company of a Demand pursuant to Section 4.2.1(a) or (b), on a form and in a manner which would permit registration of Registrable Shares for a public offering under the Securities Act (other than on a registration statement (i) on Form S-4 or Form S-8, S-8 or any successor form thereto or similar forms), it will each such time promptly give written notice to the Seller Representative (as defined in Section 11(d)ii) of its intention to do so and of rights of such Sell- ers under this Section 6 (the "Section 6 Notice"). The Com- pany will use all reasonable efforts to include in the pro- posed registration all Registrable Shares that the Company is requested in writing, within 10 days after the Section 6 No- tice xx given, to register by the Sellers thereof (a "Piggy- back Registration"); 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 regis- trationan exchange offer), the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination the proposed registration to each Holder at least fifteen (15) days prior to the Seller Representative andfiling thereof, thereupon, shall be relieved of its obligation to register any Registrable Shares in con- nection with such abandoned registration and (ii) in case of a determination by the Company to delay registration of its common stock, the Company shall be permitted to delay the registration of such Registrable Shares for the same period as the delay in registering such other common stock. Not- withstanding anything to the contrary in Section 3 hereof, no Seller each Holder shall have the right to require request that all or any part of its Registrable Shares be included in such registration by giving written notice to the Company to regis- ter any Registrable Shares pursuant to such Section 3 until the later of within fifteen (A15) the completion of the distribution of the securities offered and registered pursuant to the Section 6 Notice and (B) 90 days after the date each giving of such notice by the Company. If the registration statement effected under this Section 6 is declared effec- tiveto cover an underwritten offering, such Registrable Shares shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Notwithstanding the foregoing, an Executive Holder may not request the registration of his or her respective Registrable Executive Shares, if such Registrable Executive Shares may, at the time (or within thirty days thereafter), be distributed to the public pursuant to paragraph (k), as such paragraph may be amended from time to time, or any other similar provision hereafter adopted by the Commission, of Rule 144.

Right to Include Registrable Shares. If the Company at any time during the Demand Registration Period, the Company proposes to register any of its common stock equity securities under the Securities Act, whether or not for sale for its own account and whether or not on account of receipt by the Company of a Demand pursuant to Section 4.2.1(a), 4.2.1(b) or 4.2.1(c), on a form and in a manner that would permit registration of Registrable Shares for a public offering under the Securities Act (other than on a registration statement (i) on Form S-4 or Form S-8, S-8 or any successor or similar forms)form thereto, it will each such time promptly give written notice to the Seller Representative (as defined in Section 11(d)ii) of its intention to do so and of rights of such Sell- ers under this Section 6 (the "Section 6 Notice"). The Com- pany will use all reasonable efforts to include in the pro- posed registration all Registrable Shares that the Company is requested in writing, within 10 days after the Section 6 No- tice xx given, to register by the Sellers thereof (a "Piggy- back Registration"); 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 regis- trationa Public Offering Event, or (iii) filed in connection with an exchange offer), the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination the proposed registration to each Holder of Registrable Shares at least fifteen (15) days prior to the Seller Representative andfiling thereof, thereupon, shall be relieved of its obligation to register any Registrable Shares in con- nection with such abandoned registration and (ii) in case of a determination by the Company to delay registration of its common stock, the Company shall be permitted to delay the registration of such Registrable Shares for the same period as the delay in registering such other common stock. Not- withstanding anything to the contrary in Section 3 hereof, no Seller each Holder shall have the right to require request that all or any part of such Holder's Registrable Shares be included in such registration by giving written notice to the Company to regis- ter any Registrable Shares pursuant to such Section 3 until the later of within fifteen (A15) the completion of the distribution of the securities offered and registered pursuant to the Section 6 Notice and (B) 90 days after the date each giving of such notice by the Company. If the registration statement effected under this Section 6 is declared effec- tiveto cover an underwritten offering, such Registrable Shares shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Notwithstanding the foregoing, a Management Holder may not request the registration of his or her respective Registrable Management Shares if such Registrable Management Shares may, at the time (or within thirty days thereafter), be distributed to the public pursuant to paragraph (k), as such paragraph may be amended from time to time, or any other similar provision hereafter adopted by the Commission, of Rule 144.

Right to Include Registrable Shares. If the Company at any time during the Demand Registration Period, the Company proposes to register any of its common stock equity securities under the Securities Act, whether or not for sale for its own account and whether or not on account of receipt by the Company of a Demand pursuant to Section 4.2.1(a) or (b), on a form and in a manner which would permit registration of Registrable Shares for a public offering under the Securities Act (other than on a registration statement (i) on Form S-4 or Form S-8, S-8 or any successor form thereto or similar forms(ii) filed in connection with an exchange offer), it will each such time promptly the Company shall give written notice of the proposed registration to each Holder at least fifteen (15) days prior to the Seller Representative (as defined in Section 11(d)) of its intention to do so and of rights of such Sell- ers under this Section 6 (the "Section 6 Notice"). The Com- pany will use all reasonable efforts to include in the pro- posed registration all Registrable Shares that the Company is requested in writingfiling thereof, within 10 days after the Section 6 No- tice xx given, to register by the Sellers thereof (a "Piggy- back Registration"); provided, however, that (i) if, at any time after giving written notice in the case of its intention to register any equity securities and prior to the effective date an initial public offering of the registration statement filed in connection with such regis- tration, the Company shall determine for any reason not to register such Company's equity securities, the Company may, at its election, shall be required to give written notice of such determination the proposed registration to each Holder promptly after the Seller Representative and, thereupon, shall be relieved of its obligation to register any Registrable Shares in con- nection with such abandoned registration and (ii) in case of a determination by the Company to delay registration of its common stock, the Company shall be permitted to delay the registration of such Registrable Shares for the same period as the delay in registering such other common stockfiling thereof. Not- withstanding anything to the contrary in Section 3 hereof, no Seller Each Holder shall have the right to require request that all or any part of its Registrable Shares be included in such registration by giving written notice to the Company to regis- ter any Registrable Shares pursuant to such Section 3 until the later of within fifteen (A15) the completion of the distribution of the securities offered and registered pursuant to the Section 6 Notice and (B) 90 days after the date each giving of such notice by the Company. If the registration statement effected under this Section 6 is declared effec- tiveto cover an underwritten offering, such Registrable Shares shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Notwithstanding the foregoing, an Executive Holder may not request the registration of his or her respective Registrable Executive Shares, if such Registrable Executive Shares may, at the time (or within thirty days thereafter), be distributed to the public pursuant to paragraph (k), as such paragraph may be amended from time to time, or any other similar provision hereafter adopted by the Commission, of Rule 144."

Right to Include Registrable Shares. If the Company at any time during the Demand Registration Period, the Company proposes to register any of its common stock equity securities under the Securities Act, whether or not for sale for its own account account, on a form and in a manner which would permit registration of Registrable Shares for a public offering under the Securities Act (other than on a registration statement (a) on Form S-4 or Form S-8, S-8 or any successor form thereto or similar forms), it will each such time promptly give written notice to the Seller Representative (as defined in Section 11(d)b) of its intention to do so and of rights of such Sell- ers under this Section 6 (the "Section 6 Notice"). The Com- pany will use all reasonable efforts to include in the pro- posed registration all Registrable Shares that the Company is requested in writing, within 10 days after the Section 6 No- tice xx given, to register by the Sellers thereof (a "Piggy- back Registration"); 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 regis- trationan exchange offer), the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination the proposed registration to each Holder at least fifteen (15) days prior to the Seller Representative andfiling thereof, thereupon, shall be relieved of its obligation to register any Registrable Shares in con- nection with such abandoned registration and (ii) in case of a determination by the Company to delay registration of its common stock, the Company shall be permitted to delay the registration of such Registrable Shares for the same period as the delay in registering such other common stock. Not- withstanding anything to the contrary in Section 3 hereof, no Seller each Holder shall have the right to require request that all or any part of its Registrable Shares of the same class or series of the equity securities proposed to be registered by the Company to regis- ter any Registrable Shares pursuant to be included in such Section 3 until the later of (A) the completion of the distribution of the securities offered and registered pursuant registration by giving written notice to the Section 6 Notice and Company within ten (B10) 90 days after the date each giving of such notice by the Company. If the registration statement effected under this Section 6 is declared effec- tiveto cover an underwritten offering, such Registrable Shares shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Notwithstanding the foregoing, a Holder may not request the registration of its Registrable Shares if such Shares may, at the time (or within thirty days thereafter), be distributed to the public pursuant to Rule 144, or any other similar provision hereafter adopted by the Commission.

Right to Include Registrable Shares. If the Company at any time during the Demand Registration Period, the Company proposes or is obligated to register any of its common stock equity securities under the Securities Act, whether or not for sale for its own account account, on a form and in a manner which would permit registration of Registrable Shares for a public offering under the Act (other than on a registration statement (i) on Form S-4 or Form S-8, S-8 or any successor form thereto or similar forms), it will each such time promptly give written notice to the Seller Representative (as defined in Section 11(d)ii) of its intention to do so and of rights of such Sell- ers under this Section 6 (the "Section 6 Notice"). The Com- pany will use all reasonable efforts to include in the pro- posed registration all Registrable Shares that the Company is requested in writing, within 10 days after the Section 6 No- tice xx given, to register by the Sellers thereof (a "Piggy- back Registration"); 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 regis- trationan exchange offer), the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination the proposed registration to each Holder at least fifteen (15) days prior to the Seller Representative andfiling thereof, thereupon, shall be relieved of its obligation to register any Registrable Shares in con- nection with such abandoned registration and (ii) in case of a determination by the Company to delay registration of its common stock, the Company shall be permitted to delay the registration of such Registrable Shares for the same period as the delay in registering such other common stock. Not- withstanding anything to the contrary in Section 3 hereof, no Seller each Holder shall have the right to require request that all or any part of its Registrable Shares be included in such registration by giving written notice to the Company to regis- ter any Registrable Shares pursuant to such Section 3 until the later of within fifteen (A15) the completion of the distribution of the securities offered and registered pursuant to the Section 6 Notice and (B) 90 days after the date each giving of such notice by the Company. If the registration statement effected under this Section 6 is declared effec- tiveto cover an underwritten offering, such Registrable Shares shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Notwithstanding the foregoing, an Individual Related Holder may not request the registration of its Registrable Individual Shares if such Registrable Individual Shares may, at the time (or within thirty days thereafter), be distributed to the public pursuant to paragraph (k), as such paragraph may be amended from time to time, or any other similar provision hereafter adopted by the Commission, of Rule 144.

Right to Include Registrable Shares. (a) If the Company at any time during the Demand Registration Period, the Company proposes to register any of its common stock equity securities under the Securities Act, whether or not for sale for its own account and whether or not on account of receipt by the Company of a Demand pursuant to Sections 4.2.1(a), 4.2.1(b) or 4.2.1(c), on a form and in a manner that would permit registration of Registrable Shares for a public offering under the Securities Act (other than on a registration statement (i) on Form S-4 or Form S-8, S-8 or any successor or similar forms)form thereto, it will each such time promptly give written notice to the Seller Representative (as defined in Section 11(d)ii) of its intention to do so and of rights of such Sell- ers under this Section 6 (the "Section 6 Notice"). The Com- pany will use all reasonable efforts to include in the pro- posed registration all Registrable Shares that the Company is requested in writing, within 10 days after the Section 6 No- tice xx given, to register by the Sellers thereof (a "Piggy- back Registration"); 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 regis- trationa Public Offering Event or a Secondary Public Offering or (iii) filed in connection with an exchange offer), the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination the proposed registration to each Holder of Registrable Shares at least fifteen (15) days prior to the Seller Representative andfiling thereof, thereupon, shall be relieved of its obligation to register any Registrable Shares in con- nection with such abandoned registration and (ii) in case of a determination by the Company to delay registration of its common stock, the Company shall be permitted to delay the registration of such Registrable Shares for the same period as the delay in registering such other common stock. Not- withstanding anything to the contrary in Section 3 hereof, no Seller each Holder shall have the right to require request that all or any part of such Holder’s Registrable Shares be included in such registration by giving written notice to the Company to regis- ter any Registrable Shares pursuant to such Section 3 until the later of within fifteen (A15) the completion of the distribution of the securities offered and registered pursuant to the Section 6 Notice and (B) 90 days after the date each giving of such notice by the Company. If the registration statement effected under this Section 6 is declared effec- tiveto cover an underwritten public offering, such Registrable Shares shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold by the underwriters. Notwithstanding the foregoing, a Management Holder may not request the registration of his or her respective Registrable Management Shares if such Registrable Management Shares may, at the time (or within thirty days thereafter), be distributed to the public pursuant to paragraph (k), as such paragraph may be amended from time to time, or any other similar provision hereafter adopted by the Commission, of Rule 144.

Right to Include Registrable Shares. If at any time during the Demand Registration Period, the Company proposes to register its common stock under the Securities Act, whether or not for sale for its own account (other than a registration on Form S-4 or Form S-8, or any successor or similar forms), it will each such time promptly give written notice to the Seller Representative (as defined in Section 11(d)) of its intention to do so and of rights of such Sell- ers under this Section 6 (the "Section 6 Notice"). The Com- pany will use all reasonable efforts to include in the pro- posed registration all Registrable Shares that the Company is requested in writing, within 10 days after the Section 6 No- tice xx xxxx is given, to register by the Sellers thereof (a "Piggy- back Registration"); 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 regis- tration, the Company shall determine for any reason not to register such equity securities, the Company may, at its election, give written notice of such determination to the Seller Representative and, thereupon, shall be relieved of its obligation to register any Registrable Shares in con- nection with such abandoned registration and (ii) in case of a determination by the Company to delay registration of its common stock, the Company shall be permitted to delay the registration of such Registrable Shares for the same period as the delay in registering such other common stock. Not- withstanding anything to the contrary in Section 3 hereof, no Seller shall have the right to require the Company to regis- ter any Registrable Shares pursuant to such Section 3 until the later of (A) the completion of the distribution of the securities offered and registered pursuant to the Section 6 Notice and (B) 90 days after the date each registration statement effected under this Section 6 is declared effec- tive.