Common use of Right to Include Shares Clause in Contracts

Right to Include Shares. Except as set forth below, if the Company at any time proposes to file a registration statement under the Act for the purpose of registering the sale by it or its stockholders of any of its securities other than (i) a registration on Form S-4, Xxxx X-0, xx any successor or similar forms, or (ii) a shelf registration under Rule 415 under the Act for the sole purpose of registering shares to be issued in connection with the acquisition of assets, whether or not for sale for its own account, it will each such time give prompt written notice to the Stockholders and the Placement Agent of its intention to do so and of such Stockholder's rights under this Article 3. Upon the written request of any Stockholder or the Placement Agent made within 30 days after the receipt of any such notice (which request shall specify the Shares intended to be disposed of by the Stockholder and the intended method of disposition thereof), the Company will use its best efforts to effect the registration under the Act of all Shares which the Company has been so requested to register by the Stockholders or the Placement Agent, to the extent required to permit the disposition in accordance with the intended methods of disposition, by inclusion of such Shares in the Registration Statement which covers the securities that the Company proposes to register ("Piggy-Back Right"); provided, 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 either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to 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 the Registration Expenses in connection therewith), without prejudice, subject to the rights of the Stockholders under Article 3 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares, for the same period as the delay in registering such other 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. Except as set forth below, if If the Company at any time Purchaser proposes to file a registration statement under the Act for the purpose of registering the sale by it or its stockholders of register any of its 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 (i) a registration on Form S-4, Xxxx X-0Form S-8, xx or any successor or similar forms) (a "Piggyback Registration"), or (ii) a shelf registration under Rule 415 under the Act whether for the sole purpose account of registering shares to be issued in connection with the acquisition of assets, whether Purchaser or not for sale for its own accountotherwise, it will each promptly, but not later than thirty (30) days before the anticipated date of filing such time registration statement, give prompt written notice to the Stockholders and the Placement Agent of its intention to do so and of such Stockholder's rights under this Article 3Vendor. Upon the written request of any Stockholder or the Placement Agent Vendor made within 30 fifteen (15) days after the receipt of any such notice (which request shall specify the amount of Consideration Shares intended to be disposed of by the Stockholder Vendor and the intended method of disposition distribution thereof), the Company Purchaser will use its best efforts to effect cause the registration under the 1933 Act of all the Consideration Shares which the Company Purchaser has been so requested to register by the Stockholders or the Placement Agent, to the extent required to permit the disposition Vendor in accordance with the intended methods of disposition, by inclusion of distribution specified in such Shares in the Registration Statement which covers the securities that the Company proposes to register ("Piggy-Back Right")request; provided, however, that (a) 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 Purchaser determines for any reason either not to register or to delay registration of proceed with such securitiesregistration, the Company Purchaser may, at its election, give written notice of such determination to the Stockholders 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 the Registration Expenses in connection therewith)registration, without prejudice, subject to the rights of the Stockholders under Article 3 and (iib) in the case of a determination by the Purchaser to delay registeringregistration of its securities, shall the Purchaser will be permitted to delay registering any Shares, the registration of the Consideration Shares for the same period as the delay in registering such other securities. No registration effected The obligation of the Purchaser under this Article 3 Clause 2.2. shall relieve be unlimited with respect to the Company number of its obligation registrations, but shall terminate at such time as all of the securities originally deemed Consideration Shares cease to effect any 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 Article 2 unless all the Shares are included in 1933 Act, or (iii) on the date on which such registrationsecurities become available for sale under Rule 144(k).

Right to Include Shares. Except as set forth below, if the Company If at any time after the Buyer's Initial Public Offering but before the second anniversary of the Closing, the Buyer proposes to file a registration statement under the Act for the purpose of registering the sale by it or its stockholders of register any of its securities under the Securities Act of 1933 (other than (i) by a registration in connection with an acquisition in a manner which would not permit registration of the Shares for sale to the public, on Form S-4, Xxxx X-0, xx or any successor or similar formsform thereto, or (ii) a shelf registration under Rule 415 under on Form S-8, or any successor form thereto), the Act for the sole purpose of registering shares to be issued in connection with the acquisition of assets, whether or not for sale for its own account, it Buyer will each such time give prompt written notice to the Stockholders and the Placement Agent Sellers of its intention to do so and of such Stockholder's Sellers' rights under this Article 3Section 9.1. Upon the written request of any Stockholder or the Placement Agent Sellers made within 30 twenty (20) days after the receipt of any such notice (which request shall specify the Shares intended to be disposed of by the Stockholder such Sellers and the intended method of disposition thereof), the Company will use its best efforts Buyer will, subject to the terms of this Agreement, effect the registration under the Securities Act of all that number of Shares which the Company has been so requested to register by the Stockholders or the Placement Agent, to the extent required to permit the disposition in accordance with the intended methods of disposition, by inclusion of such Shares in the Registration Statement registration statement which covers the securities that which the Company Buyer proposes to register ("Piggy-Back Right"); providedregister, provided 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 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 securities, the Company Buyer may, at its election, give written notice of such determination to the Stockholders 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 the Registration Expenses in connection therewith)registration, without prejudice, subject to the rights of the Stockholders under Article 3 and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares, for the same period as the delay in registering such other securities. No The Company will pay all registration effected under expenses in connection with each registration of Shares requested pursuant to this Article 3 Section 9.1. If the managing underwriter of an underwritten offering contemplated by this Section 9.1 shall relieve inform in writing the Company Buyer and Sellers requesting such registration of its obligation belief that the number of securities requested to effect any registration under Article 2 unless all the Shares are 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. Except as set forth below, if the Company If SJKI at any time proposes to file a registration statement register any Shares under the Securities Act (except registrations on such form(s) solely for the purpose registration of registering the sale by it a business combination transaction, recapitalization or its stockholders of any of its securities other than (i) a registration on Form S-4exchange offer), Xxxx X-0, xx any successor or similar forms, or (ii) a shelf registration under Rule 415 under the Act for the sole purpose of registering shares including registrations pursuant to be issued in connection with the acquisition of assetsSection 4.1(a), whether or not for sale for its own account, it will each such time as soon as practicable give prompt written notice to the Stockholders and the Placement Agent of its intention to do so to all holders of Shares and of such Stockholder's rights under this Article 3their subsequent transferees. Upon the written request (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 Stockholder or the Placement Agent holder of Shares made within 30 days after the receipt of any such notice (which request shall specify 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 (ii) such shorter period of time is required because of a planned filing date), SJKI will use all reasonable efforts to include in such registration all the Shares intended to be disposed held by holders of by the Stockholder and the intended method of disposition thereof), the Company will use its best efforts to effect the registration under the Act of all Shares which the Company SJKI has been so requested to register by the Stockholders or the Placement Agent, to the extent required to permit the disposition in accordance with the intended methods of disposition, by inclusion of such Shares for sale in the Registration Statement which covers the securities manner initially proposed by SJKI; PROVIDED that the Company proposes to register ("Piggy-Back Right"); provided, that if, at any time after giving written notice of its intention SJKI shall not be obliged to register any 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 either 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 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 the Stockholders and, thereupon, 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 (but not from its obligation to pay the Registration Expenses in connection therewith)registration, without prejudice, subject however, to any right the rights of the Stockholders Requesting Stockholder may have to request that such registration be effected as a registration under Article 3 Section 4.1(a) and (ii) in the case of a determination to delay registering, shall be permitted to delay registering any Shares, Shares for the same period as the delay in registering registration of such other securities. No registration effected under this Article 3 Section 4.2(a) shall relieve the Company SJKI of its any obligation to effect any a registration upon a request for registration under Article 2 unless all the Shares are included in such registrationSection 4.1(a).

Right to Include Shares. Except as set forth below, if If the Company at any time after the Effective Time proposes to file a registration statement under the Act for the purpose of registering the sale by it or its stockholders of register any of its equity securities under the Securities Act (other than (i) by a registration on Form S-4, Xxxx X-0, xx S-4 or Form S-8 or any successor or similar forms, or (iiform then in effect and other than pursuant to Section 2.1) on a shelf form and in a manner that would permit registration under Rule 415 under of the Act for the sole purpose of registering shares to be issued in connection with the acquisition of assetsShares, whether or not for sale for its own account, it will each such time give prompt written (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 Stockholders and Holders of the Placement Agent Shares of its the Company's intention to do so and of the rights of such Stockholder's 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 Article 3Section 2.2, if the Holders have therefore disposed of the Shares. Upon the written request of any Stockholder or the Placement Agent Holders made within 30 fifteen (15) days after the such Holder's receipt of any such notice (which request shall specify the Shares intended to be disposed of by the Stockholder Holders and the intended method or methods of disposition thereof) (the "PIGGYBACK REGISTRATION NOTICE"), the Company will use its best efforts 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 Stockholders or the Placement AgentParticipating Holders, to the extent required to permit the disposition (in accordance with the intended method or methods thereof as aforesaid) of dispositionthe Shares so to be registered, by inclusion of such Shares in the Registration Statement which covers the securities that the Company proposes to register ("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 the Stockholders 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 the all Registration Expenses in connection therewiththerewith as provided in Section 2.3(b)), without prejudice, subject to the rights of the Stockholders under Article 3 and (ii) in the case of a determination to delay registeringregistering such other equity securities, 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.(b)