Common use of Right to Include Shares Clause in Contracts

Right to Include Shares. If the Company at any time after the Effective Time proposes to register any of its equity securities under the Securities Act (other than by a registration on Form S-4 or Form S-8 or any successor or similar form then in effect and other than pursuant to Section 2.1) on a form and in a manner that would permit registration of the Shares, whether or not for sale for its own account, it will give prompt (but in no event less than fifteen (15) days prior to the proposed date of filing the registration statement relating to such registration) notice to the Holders of the Shares of the Company's intention to do so and of the rights of such Holders under this Section 2.2; provided, however, that no such notice need be given to the Holders, and the Holders shall have no rights under this Section 2.2, if the Holders have therefore disposed of the Shares. Upon the request of any Holders made within fifteen (15) days after such Holder's receipt of any such notice (which request shall specify the Shares intended to be disposed of by the Holders and the intended method or methods of disposition thereof) (the "PIGGYBACK REGISTRATION NOTICE"), the Company will use Commercially Reasonable Efforts to effect the registration under the Securities Act of all Shares which the Company has been so requested to register by the Participating Holders, to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of the Shares so to be registered, provided that if, at any time after giving 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, give notice of such determination to each such Holder and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares in connection with such registration (but not from its obligation to pay all Registration Expenses in connection therewith as provided in Section 2.3(b)), and (ii) in the case of a determination to delay registering such other equity securities, shall be permitted to delay registering any Shares for the same period as the delay in registering such other equity securities.

Right to Include Shares. If the Company SJKI at any time after the Effective Time proposes to register any of its equity securities Shares under the Securities Act (other than by except registrations on such form(s) solely for registration of a registration on Form S-4 business combination transaction, recapitalization or Form S-8 or any successor or similar form then in effect and other than exchange offer), including registrations pursuant to Section 2.1) on a form and in a manner that would permit registration of the Shares4.1(a), whether or not for sale for its own account, it will each such time as soon as practicable give prompt (but in no event less than fifteen (15) days prior to the proposed date written notice of filing the registration statement relating to such registration) notice to the Holders of the Shares of the Company's its intention to do so to all holders of Shares and of the rights of such Holders under this Section 2.2; provided, however, that no such notice need be given to the Holders, and the Holders shall have no rights under this Section 2.2, if the Holders have therefore disposed of the Sharestheir subsequent transferees. Upon the written request of any Holders made within fifteen (15) days after such Holder's receipt of any such notice (which request shall specify the total number of Shares intended to be disposed of by such holders of Shares and their subsequent transferees) of any holder of Shares made within 30 days after the Holders receipt of any such notice (15 days if SJKI gives telephonic notice with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and the intended method or methods (ii) such shorter period of disposition thereof) (the "PIGGYBACK REGISTRATION NOTICE"time is required because of a planned filing date), the Company SJKI will use Commercially Reasonable Efforts all reasonable efforts to effect include in such registration all the registration under the Securities Act Shares held by holders of all Shares which the Company SJKI has been so requested to register for sale in the manner initially proposed by the Participating Holders, to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of the Shares so to SJKI; PROVIDED that SJKI shall not be registered, provided that if, at any time after giving notice of its intention obliged to register any equity securities and prior to the effective date Shares which are not of the registration statement filed in connection with such registrationsame class, series and form as the Company shall determine Shares proposed to be registered by SJKI. If SJKI thereafter determines for any reason not to register or to delay registration of Shares (provided, however, that in the case of any registration pursuant to Section 4.1(a), such equity securitiesdetermination shall not violate any of SJKI's obligations under Section 4.1 or any other provision of this Agreement), the Company SJKI may, at its election, give written notice of such determination to each such Holder and, thereupon, the holders of Shares and their subsequent transferees and (i) in the case of a determination not to register, shall be relieved of its the obligation to register any such Shares in connection with such registration, without prejudice, however, to any right the Requesting Stockholder may have to request that such registration (but not from its obligation to pay all Registration Expenses in connection therewith be effected as provided in a registration under Section 2.3(b)), 4.1(a) and (ii) in the case of a determination to delay registering such other equity securitiesregistering, shall be permitted to delay registering any Shares for the same period as the delay in registering registration of such other equity securities. No registration effected under this Section 4.2(a) shall relieve SJKI of any obligation to effect a registration upon a request for registration under Section 4.1(a).

Right to Include Shares. If Subject to the Company further terms and conditions of this Agreement and the Exchange Agreement, if Newpark at any time after the Effective Time proposes to register any Common Stock on any form for the registration of its equity securities under the Securities Act (other than by a registration on Form S-4 or and Form S-8 or any successor or similar form then in effect and other than pursuant to Section 2.1) on a form and in a manner that would permit registration of the SharesS-8), whether or not for sale for its own account, it Newpark will at such time give prompt (but in no event less than fifteen (15) days prior to the proposed date of filing the registration statement relating to such registration) written notice to the Holders of the Shares of the Company's its intention to do so and of the rights of such Holders under this Section 2.2; provided, however, that no such notice need be given to the Holders, and the Holders shall have no ' rights under this Section 2.2, if the Holders have therefore disposed of the SharesParagraph 3. Upon the written request of any Holders made within fifteen (15) 20 days after such Holder's receipt of any such notice that up to 33% of the Shares be included in such registration (which request shall specify the number of Shares intended to be disposed of by the Holders each Holder desiring to participate and the intended method or methods of disposition thereof) (the "PIGGYBACK REGISTRATION NOTICE"), Newpark will cause the Company will use Commercially Reasonable Efforts Shares for which Holders have requested registration to effect be included in the registration statement filed with respect to such registration under the Securities Act of all Shares which the Company has been so requested to register by the Participating Holders, to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of the Shares so to be registeredAct, provided that (i) if, at any time after giving written notice of its intention to register any equity securities and Common Stock but prior to the effective date of the registration statement filed in connection with such registration, the Company Newpark shall determine for any reason not to register or to delay registration of such equity securitiesCommon Stock, the Company Newpark may, at its election, give written notice of such determination to each such Holder Holders, and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares in connection with such registration (but not from its obligation to pay all Registration Expenses in connection therewith as provided in Section 2.3(b))registration, and (ii) in if such registration involves an underwritten offering, Holders must sell their Shares (if Holders continue to desire such Shares to be registered) to the underwriters of such offering on the same terms and conditions as apply to Newpark or the stockholders for whose account securities are to be sold, as the case of a determination to delay registering such other equity securities, shall be permitted to delay registering any Shares for the same period as the delay in registering such other equity securitiesmay be.

Right to Include Shares. If the Company at any time after the Effective Time Buyer's Initial Public Offering but before the second anniversary of the Closing, the Buyer proposes to register any of its equity securities under the Securities Act of 1933 (other than by a registration on Form S-4 or Form S-8 or any successor or similar form then in effect and other than pursuant to Section 2.1) on a form and connection with an acquisition in a manner that which would not permit registration of the Shares, whether or not Shares for sale for its own accountto the public, it on Form S-4, or any successor form thereto, or on Form S-8, or any successor form thereto), the Buyer will each such time give prompt (but in no event less than fifteen (15) days prior to the proposed date of filing the registration statement relating to such registration) written notice to the Holders Sellers of the Shares of the Company's its intention to do so and of the rights of such Holders under this Section 2.2; provided, however, that no such notice need be given to the Holders, and the Holders shall have no Sellers' rights under this Section 2.2, if the Holders have therefore disposed of the Shares9.1. Upon the written request of any Holders Sellers made within fifteen twenty (1520) days after such Holder's the receipt of any such notice (which request shall specify the Shares intended to be disposed of by the Holders such Sellers and the intended method or methods of disposition thereof) (the "PIGGYBACK REGISTRATION NOTICE"), the Company will use Commercially Reasonable Efforts Buyer will, subject to the terms of this Agreement, effect the registration under the Securities Act of all that number of Shares by inclusion of such Shares in the registration statement which covers the securities which the Company has been so requested Buyer proposes to register by the Participating Holders, to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of the Shares so to be registeredregister, provided 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 Buyer shall determine for any reason either not to register or to delay registration of such equity securities, the Company Buyer may, at its election, give written notice of such determination to each such Holder Sellers and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares in connection with such registration (but not from its obligation to pay all Registration Expenses in connection therewith as provided in Section 2.3(b))registration, and (ii) in the case of a determination to delay registering such other equity securitiesregistering, shall be permitted to delay registering any Shares Shares, for the same period as the delay in registering such other equity securities. The Company will pay all registration expenses in connection with each registration of Shares requested pursuant to this Section 9.1. If the managing underwriter of an underwritten offering contemplated by this Section 9.1 shall inform in writing the Buyer and Sellers requesting such registration of its belief that the number of securities requested to be included in such registration exceeds the number which can be sold in (or during the time of) such offering, then the Buyer will include in such registration, to the extent of the number which the Buyer is so advised can be sold in (or during the time of) such offering, (i) first securities proposed by the Buyer to be sold for its own account, and (ii) second shares and securities of other selling security holders requested to be included in such registration pro rata on the basis of the number of shares of such securities so proposed to be sold and so requested to be included.

Right to Include Shares. If Subject to the Company further terms and conditions of this Agreement and the Exchange Agreement, if Newpark at any time after the Effective Time proposes to register any Common Stock on any form for the registration of its equity securities under the Securities Act (other than by a registration on Form S-4 or and Form S-8 or any successor or similar form then in effect and other than pursuant to Section 2.1) on a form and in a manner that would permit registration of the SharesS-8), whether or not for sale for its own account, it Newpark will at such time give prompt (but in no event less than fifteen (15) days prior to the proposed date of filing the registration statement relating to such registration) written notice to the Holders of the Shares of the Company's its intention to do so and of the rights of such Holders under this Section 2.2; provided, however, that no such notice need be given to the Holders, and the Holders shall have no ' rights under this Section 2.2, if the Holders have therefore disposed of the SharesParagraph 3. Upon the written request of any Holders made within fifteen (15) 20 days after such Holder's receipt of any such notice that up to 30,000 of the Shares be included in such registration (which request shall specify the number of Shares intended to be disposed of by the Holders each Holder desiring to participate and the intended method or methods of disposition thereof) (the "PIGGYBACK REGISTRATION NOTICE"), Newpark will cause the Company will use Commercially Reasonable Efforts Shares for which Holders have requested registration to effect be included in the registration statement filed with respect to such registration under the Securities Act of all Shares which the Company has been so requested to register by the Participating Holders, to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of the Shares so to be registeredAct, provided that (i) if, at any time after giving written notice of its intention to register any equity securities and Common Stock but prior to the effective date of the registration statement filed in connection with such registration, the Company Newpark shall determine for any reason not to register or to delay registration of such equity securitiesCommon Stock, the Company Newpark may, at its election, give written notice of such determination to each such Holder Holders, and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares in connection with such registration (but not from its obligation to pay all Registration Expenses in connection therewith as provided in Section 2.3(b))registration, and (ii) in if such registration involves an underwritten offering, Holders must sell their Shares (if Holders continue to desire such Shares to be registered) to the underwriters of such offering on the same terms and conditions as apply to Newpark or the stockholders for whose account securities are to be sold, as the case of a determination to delay registering such other equity securities, shall be permitted to delay registering any Shares for the same period as the delay in registering such other equity securitiesmay be.

Right to Include Shares. If Except as set forth below, if the Company at any time after the Effective Time proposes to register file a registration statement under the Act for the purpose of registering the sale by it or its stockholders of any of its equity securities under the Securities Act (other than by (i) a registration on Form S-4 or Form S-8 or S-4, Xxxx X-0, xx any successor or similar form then forms, or (ii) a shelf registration under Rule 415 under the Act for the sole purpose of registering shares to be issued in effect and other than pursuant to Section 2.1) on a form and in a manner that would permit registration connection with the acquisition of the Sharesassets, whether or not for sale for its own account, it will each such time give prompt (but in no event less than fifteen (15) days prior to the proposed date of filing the registration statement relating to such registration) written notice to the Holders Stockholders and the Placement Agent of the Shares of the Company's its intention to do so and of the rights of such Holders under this Section 2.2; provided, however, that no such notice need be given to the Holders, and the Holders shall have no Stockholder's rights under this Section 2.2, if the Holders have therefore disposed of the SharesArticle 3. Upon the written request of any Holders Stockholder or the Placement Agent made within fifteen (15) 30 days after such Holder's the receipt of any such notice (which request shall specify the Shares intended to be disposed of by the Holders Stockholder and the intended method or methods of disposition thereof) (the "PIGGYBACK REGISTRATION NOTICE"), the Company will use Commercially Reasonable Efforts its best efforts to effect the registration under the Securities Act of all Shares which the Company has been so requested to register by the Participating HoldersStockholders or the Placement Agent, to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of disposition, by inclusion of such Shares in the Shares so Registration Statement which covers the securities that the Company proposes to be registeredregister ("Piggy-Back Right"); provided, provided 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 Registration Statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to each such Holder the Stockholders and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register any Shares in connection with such registration (but not from its obligation to pay all the Registration Expenses in connection therewith as provided in Section 2.3(b)therewith), without prejudice, subject to the rights of the Stockholders under Article 3 and (ii) in the case of a determination to delay registering such other equity securitiesregistering, shall be permitted to delay registering any Shares Shares, for the same period as the delay in registering such other equity securities. No registration effected under this Article 3 shall relieve the Company of its obligation to effect any registration under Article 2 unless all the Shares are included in such registration.

Right to Include Shares. If the Company at any time after the Effective Time Purchaser proposes to register any of its equity securities under the Securities Act of 1933, as amended (the "1933 Act"), in connection with the public offering of such securities solely for cash (other than by a registration on Form S-4 or S-4, Form S-8 S-8, or any successor or similar form then in effect and other than pursuant to Section 2.1forms) on (a form and in a manner that would permit registration "Piggyback Registration"), whether for the account of the Shares, whether Purchaser or not for sale for its own accountotherwise, it will give prompt promptly, but not later than thirty (but in no event less than fifteen (1530) days prior to before the proposed anticipated date of filing the such registration statement relating to such registration) statement, give written notice to the Holders of the Shares of the Company's intention to do so and of the rights of such Holders under this Section 2.2; provided, however, that no such notice need be given to the Holders, and the Holders shall have no rights under this Section 2.2, if the Holders have therefore disposed of the SharesVendor. Upon the written request of any Holders the Vendor made within fifteen (15) days after such Holder's the receipt of any such notice (which request shall specify the amount of Consideration Shares intended to be disposed of by the Holders Vendor and the intended method or methods of disposition distribution thereof) (the "PIGGYBACK REGISTRATION NOTICE"), the Company Purchaser will use Commercially Reasonable Efforts to effect cause the registration under the Securities 1933 Act of all the Consideration Shares which the Company Purchaser has been so requested to register by the Participating Holders, to the extent required to permit the disposition (Vendor in accordance with the intended method or methods thereof as aforesaidof distribution specified in such request; provided, however, that (a) of the Shares so to be registered, provided 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 Registration Statement filed in connection with such registration, the Company shall determine Purchaser determines for any reason not to register or to delay registration of proceed with such equity securitiesregistration, the Company Purchaser may, at its election, give written notice of such determination to each such Holder the Vendor and, thereupon, (i) in the case of a determination not to register, shall will be relieved of its obligation to register any Consideration Shares in connection with such registration (but not from its obligation to pay all Registration Expenses in connection therewith as provided in Section 2.3(b))registration, and (iib) in the case of a determination by the Purchaser to delay registering such other equity registration of its securities, shall the Purchaser will be permitted to delay registering any the registration of the Consideration Shares for the same period as the delay in registering such other equity securities. The obligation of the Purchaser under this Clause 2.2. shall be unlimited with respect to the number of registrations, but shall terminate at such time as all of the securities originally deemed Consideration Shares cease to be registrable securities (i) upon the sale of such securities pursuant to a registration statement, (ii) upon the sale of such securities pursuant to Rule 144 promulgated under the 1933 Act, or (iii) on the date on which such securities become available for sale under Rule 144(k).