Common use of Right to Include Shares Clause in Contracts

Right to Include Shares. If at any time the Company proposes to register any of its equity securities under the Securities Act (other than (A) a registration statement on Form S-4 or Form S-8 or any similar or successor forms, (B) a registration of securities in a Rule 145 transaction, (C) with respect to a public offering by the Company of Common Stock or (D) with respect to an employee benefit plan), it will promptly give written notice to the Purchasers of its intention to do so. Upon the written request of any Purchaser made within ten (10) days after the receipt of any such notice (which request shall specify the Shares intended to be disposed of by such Purchaser and the intended method of disposition thereof), the Company will use its commercially reasonable efforts to effect the registration under the Securities Act of all Shares that the Company has been so requested to register by the Purchasers thereof, to the extent necessary to permit the disposition (in accordance with such intended methods thereof) of the Shares so to be registered; provided that if, at any time after giving written notice of its intention to register any securities pursuant to this Section 4.4 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 any securities the Company may, at its election, give written notice of such determination to each Purchaser and thereupon shall be relieved of its obligation to register any Shares in connection with such registration.

Right to Include Shares. If Subject to the further terms and conditions of this Agreement and the Exchange Agreement, if Newpark at any time the Company proposes to register any Common Stock on any form for the registration of its equity securities under the Securities Act (other than (A) a registration statement on Form S-4 or and Form S-8 or any similar or successor forms, (B) a registration of securities in a Rule 145 transaction, (C) with respect to a public offering by the Company of Common Stock or (D) with respect to an employee benefit planS-8), it Newpark will promptly at such time give prompt written notice to the Purchasers Holders of its intention to do soso and of Holders' rights under this Paragraph 3. Upon the written request of any Purchaser Holders made within ten (10) 20 days after the 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 such Purchaser each Holder desiring to participate and the intended method of disposition thereof), Newpark will cause the Company will use its 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 that the Company has been so requested to register by the Purchasers thereofAct, to the extent necessary to permit the disposition (in accordance with such intended methods thereof) of the Shares so to be registered; provided that (i) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 4.4 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 any securities the Company such Common Stock, Newpark may, at its election, give written notice of such determination to each Purchaser and thereupon Holders, and, thereupon, shall be relieved of its obligation to register any Shares in connection with such registration, and (ii) 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 may be.

Right to Include Shares. If Subject to the further terms and conditions of this Agreement, if Newpark at any time the Company proposes to register any Common Stock on any form for the registration of its equity securities under the Securities Act (other than (A) a registration statement on Form S-4 or and Form S-8 or any similar or successor forms, (B) a registration of securities in a Rule 145 transaction, (C) with respect to a public offering by the Company of Common Stock or (D) with respect to an employee benefit planS-8), it Newpark will promptly at such time give prompt written notice to the Purchasers Holders of its intention to do soso and of Holders' rights under this Paragraph 3. Upon the written request of any Purchaser Holders made within ten (10) 20 days after the receipt of any such notice that all or a portion of the Shares be included in such registration (which request shall specify the number of Shares intended to be disposed of by such Purchaser each Holder desiring to participate and the intended method of disposition thereof), Newpark will cause the Company will use its 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 that the Company has been so requested to register by the Purchasers thereofAct, to the extent necessary to permit the disposition (in accordance with such intended methods thereof) of the Shares so to be registered; provided that (i) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 4.4 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 any securities the Company such Common Stock, Newpark may, at its election, give written notice of such determination to each Purchaser and thereupon Holders, and, thereupon, shall be relieved of its obligation to register any Shares in connection with such registration, and (ii) 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 may be.

Right to Include Shares. If Subject to the further terms and conditions of this Agreement and the Exchange Agreement, if Newpark at any time the Company proposes to register any Common Stock on any form for the registration of its equity securities under the Securities Act (other than (A) a registration statement on Form S-4 or and Form S-8 or any similar or successor forms, (B) a registration of securities in a Rule 145 transaction, (C) with respect to a public offering by the Company of Common Stock or (D) with respect to an employee benefit planS-8), it Newpark will promptly at such time give prompt written notice to the Purchasers Holders of its intention to do soso and of Holders' rights under this Paragraph 3. Upon the written request of any Purchaser Holders made within ten (10) 20 days after the receipt of any such notice that up to twenty percent (20%) of the Shares be included in such registration (which request shall specify the number of Shares intended to be disposed of by such Purchaser each Holder desiring to participate and the intended method of disposition thereof), Newpark will cause the Company will use its 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 that the Company has been so requested to register by the Purchasers thereofAct, to the extent necessary to permit the disposition (in accordance with such intended methods thereof) of the Shares so to be registered; provided that (i) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 4.4 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 any securities the Company such Common Stock, Newpark may, at its election, give written notice of such determination to each Purchaser and thereupon Holders, and, thereupon, shall be relieved of its obligation to register any Shares in connection with such registration, and (ii) 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 may be.

Right to Include Shares. If Subject to the further terms and conditions of this Agreement, if the Company at any time after the Company first anniversary date of this Agreement proposes to register any Common Stock on any form for the general registra tion of its equity securities under the Securities Act (Act, other than (A) in connection with an exchange offer, a dividend reinvestment plan or any registration statement on Form S-4 or Form S-8 (or any similar or successor formsforms then in effect), (B) a registration of securities in a Rule 145 transaction, (C) with respect to a public offering by the Company of Common Stock or (D) with respect to an employee benefit plan), it will promptly shall at such time give prompt written notice to the Purchasers Holder of its intention to do soso and of Holder's rights under this Paragraph 3. Upon the written request of any Purchaser Holder made within ten (10) 15 days after the receipt of any such notice (which request shall specify the number of Registrable Shares intended to be disposed of by such Purchaser Holder and the intended method of disposition thereof), the Company will shall use its commercially reasonable efforts to effect cause the Registrable Shares for which Holder has requested registration to be registered under the Securities Act of all Shares that the Company has been so requested to register by the Purchasers thereofAct, to the extent necessary to permit the disposition (in accordance with such intended methods thereof) of the Shares so to be registered; provided that (i) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 4.4 and Common Stock but 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 any securities such Common Stock, the Company may, at its election, give written notice of such determination to each Purchaser and thereupon Holder, and, thereupon, shall be relieved of its obligation to register any Registrable Shares, and (ii) if such registration involves an underwritten offering, Holder must sell his Registrable Shares in connection with (if Holder continues to desire such registrationRegistrable Shares to be registered) to the underwriters of such offering on the same terms and conditions as apply to the Company or the stockholders for whose account securities are to be sold, as the case may be.

Right to Include Shares. If Subject to the further terms and conditions of this Agreement and the Exchange Agreement, if Newpark at any time the Company proposes to register any Common Stock on any form for the registration of its equity securities under the Securities Act (other than (A) a registration statement on Form S-4 or and Form S-8 or any similar or successor forms, (B) a registration of securities in a Rule 145 transaction, (C) with respect to a public offering by the Company of Common Stock or (D) with respect to an employee benefit planS-8), it Newpark will promptly at such time give prompt written notice to the Purchasers Holders of its intention to do soso and of Holders' rights under this Paragraph 3. Upon the written request of any Purchaser Holders made within ten (10) 20 days after the 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 such Purchaser each Holder desiring to participate and the intended method of disposition thereof), Newpark will cause the Company will use its 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 that the Company has been so requested to register by the Purchasers thereofAct, to the extent necessary to permit the disposition (in accordance with such intended methods thereof) of the Shares so to be registered; provided that (i) if, at any time after giving written notice of its intention to register any securities pursuant to this Section 4.4 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 any securities the Company such Common Stock, Newpark may, at its election, give written notice of such determination to each Purchaser and thereupon Holders, and, thereupon, shall be relieved of its obligation to register any Shares in connection with such registration, and (ii) 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 may be.