Common use of Right to Include the Registrable Securities Clause in Contracts

Right to Include the Registrable Securities. If the Company, at any time before the Termination Date, proposes to register securities for sale for its own account under the Securities Act by registration on Forms X-0, X-0 or S-3 or any successor or similar form(s) (but excluding registrations on Forms S-4 or S-8 or any successor or similar forms), the Company will give at least ten (10) business days written notice each such time to the Stockholders of its intention to do so. Upon the written request of a Stockholder holding Registrable Securities (specifying the intended method of disposition of the Registrable Securities and exercisable by each Stockholder only twice before the Termination Date), made within 10 business days after the receipt of any such notice, the Company will include in its proposed registration all Registrable Securities held by such Stockholder on the same terms and conditions as the securities of other stockholders participating in such registration will be included, subject to the priorities set forth in Section 3.3(b) below, if any. If the Company thereafter determines for any reason not to register or to delay registration of the Company's offering of its securities, the Company may, at its election, give written notice of such determination to the Stockholders who chose to participate in such registration and, thereupon, (i) in the case of a determination not to register, shall be relieved of the obligation to register such Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith or to register Registrable Securities in the future), and (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registration of such other securities. The Company will pay all Registration Expenses in connection with the registration of Registrable Securities requested pursuant to this Section 3.3. All other cost and expenses incurred by the Stockholders in connection with such registration will be borne by the Stockholders on the basis of the percentage that the Registrable Securities which are being offered by each of them bears to the total number of Registrable Securities sought to be registered in such negotiation.

Right to Include the Registrable Securities. If the Company, Company at any time before the Termination Date, proposes to register any of its securities for sale for its own account under the Securities Act by registration on Forms X-0S-l, X-0 or xx S-3 or any successor or similar form(s) (but excluding registrations on Forms S-4 or S-8 or any successor or similar forms), the Company whether or not for sale for its own account, it will give at least ten (10) business days written notice each such time give prompt written notice to the Stockholders Purchasers and all other holders of Registrable Securities of its intention to do soso and of such holders' rights under this Section 2.02. Upon the written request of a Stockholder holding Registrable Securities (specifying the intended method of disposition of the Registrable Securities and exercisable by each Stockholder only twice before the Termination Date), any such holder made within 10 business 30 days after the receipt of any such notice, notice (15 days if the Company will include in its proposed registration gives telephonic notice to all holders of Registrable Securities held by such Stockholder on the same terms and conditions as the securities of other stockholders participating in Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be includedon Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities to be disposed of by such holder), the Company will, subject to the priorities set forth in Section 3.3(b) belownext sentence, if anyuse its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition of such Registrable Securities to be so registered. If the Company thereafter determines for any reason not to register or to delay registration of the Company's offering of its such securities, the Company may, at its election, give written notice of such determination to the Stockholders who chose to participate in such registration each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of the obligation to register such Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith therewith), without prejudice, however, to the rights (if any) of the Purchasers or an assignee to register Registrable Securities in the future)request that such registration be effected as a registration under Section 2.01, and (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities Securities, for the same period as the delay in registration of such other securities. All obligations of the Company with respect to any registration described in this Section 2.02(a) shall be subject to the rights of the Company set forth in the immediately preceding sentence. No registration effected under this Section 2.02 shall relieve the Company of its obligation to effect any registration upon request under Section 2.01. The Company will pay all Registration Expenses in connection with the registration of 11 Registrable Securities requested pursuant to this Section 3.32.02. All other cost and expenses incurred by If such offering is to be underwritten, the Stockholders in connection with holders seeking to sell such registration will be borne by the Stockholders on the basis of the percentage that the Registrable Securities which are being offered by each of them bears agree to the total number of Registrable Securities sought to be registered join in such negotiationunderwritten offering.

Right to Include the Registrable Securities. If the Company, Company at any time before the Termination Date, proposes to register securities for sale for its own account under the Securities Act by registration on Forms X-0, X-0 or S-3 or any successor or similar form(s) (but excluding except registrations on Forms S-4 or S-8 or any successor or similar forms), the Company whether for sale for its own account or pursuant to another demand for registration granted any other party, it will give at least ten (10) business days prompt written notice each such time to the Stockholders of its intention to do soso and of the Stockholders’ rights under this Section 6.2. Upon the written request of a any Stockholder holding (specifying the Registrable Securities (specifying intended to be disposed of and the intended method of disposition of the Registrable Securities and exercisable by each Stockholder only twice before the Termination Datethereof), made within 10 15 business days after the receipt of any such notice, the Company will include in use its proposed best efforts to effect the registration under the Securities Act of all Registrable Securities held which the Company has been so requested to register by such Stockholder on the same terms and conditions as the securities of other stockholders participating in such registration will be included, subject Stockholders to the priorities set forth extent requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of such Registrable Securities to be so registered (any Stockholder if giving notice following receipt of such a notice from the Company being herein referred to in this Section 3.3(b) below, if any6.2 as a “Participating Stockholder”). If the Company thereafter determines for any reason not to register or to delay registration of the Company's offering of its such securities, the Company Company, by act of its Board of Directors, may, at its election, give written notice of such determination to the Stockholders who chose to participate in such registration each Participating Stockholder and, thereupon, (i) in the case of a determination not to register, shall be relieved of the obligation to register such Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith or therewith, as provided in Section 6.8), without prejudice, however, to register Registrable Securities in the future)rights (if any) of a Stockholder to request that such registration be effected as a registration under Section 6.1, and (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities Securities, for the same period as the delay in registration of such other securities. The Company will pay all Registration Expenses in connection with the registration of Registrable Securities requested pursuant to this Section 3.3. All other cost and expenses incurred by the Stockholders in connection with such registration will be borne by the Stockholders on the basis of the percentage that the Registrable Securities which are being offered by each of them bears to the total number of Registrable Securities sought to be registered in such negotiation6.2.

Right to Include the Registrable Securities. If the Company, Company at any time before the Termination Date, proposes to register securities for sale for its own account under the Securities Act by registration on Forms X-0, X-0 or S-3 or any successor or similar form(s) (but excluding except registrations on Forms S-4 or S-8 or any successor or similar forms), the Company whether for sale for its own account or pursuant to another demand for registration granted any other Person, it will give at least ten (10) business days prompt written notice each such time to the Stockholders of its intention to do soso and of the Stockholders' rights under this Section 6.2. Upon the written request of a any Stockholder holding (specifying the Registrable Securities (specifying intended to be disposed of and the intended method of disposition of the Registrable Securities and exercisable by each Stockholder only twice before the Termination Datethereof), made within 10 business days 15 Business Days after the receipt of any such notice, the Company will include in use its proposed best efforts to effect the registration under the Securities Act of all Registrable Securities held which the Company has been so requested to register by such Stockholder on the same terms and conditions as the securities of other stockholders participating in such registration will be included, subject Stockholders to the priorities set forth extent requisite to permit the disposition (in Section 3.3(b) below, accordance with the intended methods thereof as aforesaid of such Registrable Securities to be so registered (any Stockholder if anygiving notice following receipt of such a notice from the Company being herein referred to as a "Participating Stockholder"). If the Company thereafter determines for any reason not to register or to delay registration of the Company's offering of its such securities, the Company Company, by act of its Board of Directors, may, at its election, give written notice of such determination to the Stockholders who chose to participate in such registration each Participating Stockholder and, thereupon, (i) in the case of a determination not to register, shall be relieved of the obligation to register such Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith or therewith, as provided in Section 6.8), without prejudice, however, to register Registrable Securities in the future)rights (if any) of a Stockholder to request that such registration be effected as a registration under Section 6.1, and (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities Securities, for the same period as the delay in registration of such other securities. The Company will pay all Registration Expenses in connection with the registration of Registrable Securities requested pursuant to this Section 3.3. All other cost and expenses incurred by the Stockholders in connection with such registration will be borne by the Stockholders on the basis of the percentage that the Registrable Securities which are being offered by each of them bears to the total number of Registrable Securities sought to be registered in such negotiation6.2.

Right to Include the Registrable Securities. If the Company, Company at any time before the Termination Date, proposes to register any of its securities for sale for its own account under the Securities Act by registration on Forms X-0S-l, X-0 S-2 or S-3 or any xx xxx successor or similar form(s) (but excluding registrations on Forms S-4 or S-8 or any successor or similar forms), the Company whether or not for sale for its own account, it will give at least ten (10) business days written notice each such time give prompt written notice to the Stockholders Purchasers and all other holders of Registrable Securities of its intention to do soso and of such holders' rights under this Section 2.02. Upon the written request of a Stockholder holding Registrable Securities (specifying the intended method of disposition of the Registrable Securities and exercisable by each Stockholder only twice before the Termination Date), any such holder made within 10 business 30 days after the receipt of any such notice, notice (15 days if the Company will include in its proposed registration gives telephonic notice to all holders of Registrable Securities held by such Stockholder on the same terms and conditions as the securities of other stockholders participating in Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be includedon Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities to be disposed of by such holder), the Company will, subject to the priorities set forth in Section 3.3(b) belownext sentence, if anyuse its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition of such Registrable Securities to be so registered. If the Company thereafter determines for any reason not to register or to delay registration of the Company's offering of its such securities, the Company may, at its election, give written notice of such determination to the Stockholders who chose to participate in such registration each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of the obligation to register such Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith therewith), without prejudice, however, to the rights (if any) of the Purchasers or an assignee to register Registrable Securities in the future)request that such registration be effected as a registration under Section 2.01, and (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities Securities, for the same period as the delay in registration of such other securities. All obligations of the Company with respect to any registration described in this Section 2.02(a) shall be subject to the rights of the Company set forth in the immediately preceding sentence. No registration effected under this Section 2.02 shall relieve the Company of its obligation to effect any registration upon request under Section 2.01. The Company will pay all Registration Expenses in connection with the registration of Registrable Securities requested pursuant to this Section 3.32.02. All other cost and expenses incurred by If such offering is to be underwritten, the Stockholders in connection with holders seeking to sell such registration will be borne by the Stockholders on the basis of the percentage that the Registrable Securities which are being offered by each of them bears agree to the total number of Registrable Securities sought to be registered join in such negotiationunderwritten offering.

Right to Include the Registrable Securities. If the Company, at any time before the Termination Date, proposes to register securities for sale for its own account under the Securities Act by registration on Forms X-0S-1, X-0 or xx S-3 or any successor or similar form(s) (but excluding registrations on Forms S-4 or S-8 or any successor or similar forms), the Company will give at least ten (10) business days written notice each such time to the Stockholders of its intention to do so. Upon the written request of a Stockholder holding Registrable Securities (specifying the intended method of disposition of the Registrable Securities and exercisable by each Stockholder only twice before the Termination Date), made within 10 business days after the receipt of any such notice, the Company will include in its proposed registration all Registrable Securities held by such Stockholder on the same terms and conditions as the securities of other stockholders participating in such registration will be included, subject to the priorities set forth in Section 3.3(b) below, if any. If the Company thereafter determines for any reason not to register or to delay registration of the Company's offering of its securities, the Company may, at its election, give written notice of such determination to the Stockholders who chose to participate in such registration and, thereupon, (i) in the case of a determination not to register, shall be relieved of the obligation to register such Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith or to register Registrable Securities in the future), and (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities for the same period as the delay in registration of such other securities. The Company will pay all Registration Expenses in connection with the registration of Registrable Securities requested pursuant to this Section 3.3. All other cost and expenses incurred by the Stockholders in connection with such registration will be borne by the Stockholders on the basis of the percentage that the Registrable Securities which are being offered by each of them bears to the total number of Registrable Securities sought to be registered in such negotiation.

Right to Include the Registrable Securities. If the CompanyAnicom, at any time before the Termination Date, proposes to register securities for sale for its own account under the Securities Act by registration on Forms X-0, X-0 or S-3 or any successor or similar form(s) (but excluding registrations on Forms S-4 or S-8 or or, any successor or similar forms), the Company whether for sale for its own account or pursuant to a demand for registration granted to any other party, Anicom will give at least ten (10) business days written notice each such time to the Stockholders Texcan Entities and any Permitted Transferees of its intention to do so. Upon the written request of a Stockholder Texcan Entity or a Permitted Transferee thereof holding Registrable Securities (specifying the intended method of disposition of disposition, and the number of, Registrable Securities and exercisable requested by each Stockholder only twice before the Termination Datesuch Texcan Entity or Permitted Transferee to be included in such registration), made within 10 business days after the receipt of any such notice, the Company Anicom will include in its proposed registration all such Registrable Securities held by such Stockholder on the same terms and conditions as the securities of other stockholders participating in such registration will be includedSecurities, subject to the priorities and limitations set forth in Section 3.3(bSections 2.2(b) and 2.2(d) below, if any. If the Company Anicom thereafter determines for any reason not to register or to delay registration of the CompanyAnicom's offering of its securities, the Company Anicom may, at its election, give written notice of such determination to the Stockholders Texcan Entities and/or their Permitted Transferees who chose to participate in such registration and, thereupon, (i) in the case of a determination not to register, shall be relieved of the obligation to register such Registrable Securities in connection with such registration (but not from any obligation of the Company Anicom to pay the Registration Expenses in connection therewith or to register Registrable Securities in the futuretherewith), and (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities Securities, for the same period as the delay in registration of such other securities. The Company Anicom will pay all Registration Expenses in connection with the registration of Registrable Securities requested pursuant to this Section 3.32.2. All other cost and expenses incurred by The right to request the Stockholders in connection with such registration will be borne by the Stockholders on the basis of the percentage that the Registrable Securities which are being offered by each of them bears to the total number of Registrable Securities sought pursuant to be registered this Section 2.2(a) is in such negotiationaddition, and not in lieu of, the mandatory registration rights provided for in Section 2.1.

Right to Include the Registrable Securities. If the Company, at any time before the Termination Date, proposes to register securities for sale for its own account under the Securities Act by registration on Forms X-0, X-0 or S-3 or any successor or similar form(s) (but excluding except registrations on such Forms S-4 or S-8 or and any successor or similar forms)) whether for sale for its own account or pursuant to another demand for registration granted any other party, the Company it will give at least ten (10) business days prompt written notice each such time to the Stockholders Intersound of its intention to do soso and of Intersound's rights under this Section 2.2. Upon the written request of a Stockholder holding Intersound (specifying the Registrable Securities (specifying intended to be disposed of and the intended method of disposition of the Registrable Securities and exercisable by each Stockholder only twice before the Termination Datethereof), made within 10 15 business days after the receipt of any such noticenotice (10 business days if the Company gives telephonic notice to Intersound 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) (which request shall specify the Registrable Securities to be disposed of by Intersound), the Company will include in its proposed registration all the Registrable Securities held by specified in any such Stockholder on the same terms and conditions as the securities of other stockholders participating in such registration will be includedrequest, subject to the priorities set forth in Section 3.3(b2.2(b) below, if any. If the Company thereafter determines for any reason not to register or to delay registration of the Company's offering of its such securities, the Company may, at its election, give written notice of such determination to the Stockholders who chose to participate in such registration Intersound and, thereupon, (i) in the case of a determination not to register, shall be relieved of the obligation to register such Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith or therewith), without prejudice, however, to register Registrable Securities in the future)rights (if any) of Intersound to request that such registration be effected as a registration under Section 2.1, and (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities Securities, for the same period as the delay in registration of such other securities. The Company will pay all Registration Expenses in connection with the registration of Registrable Securities requested pursuant to this Section 3.3. All other cost and expenses incurred by the Stockholders in connection with such registration will be borne by the Stockholders on the basis of the percentage that the Registrable Securities which are being offered by each of them bears to the total number of Registrable Securities sought to be registered in such negotiation.

Right to Include the Registrable Securities. If the Company, Company at any time before the Termination Date, proposes to register any of its securities for sale for its own account under the Securities Act by registration on Forms X-0S-l, X-0 or xx S-3 or any successor or similar form(s) (but excluding registrations on Forms S-4 or S-8 or any successor or similar forms), the Company whether or not for sale for its own account, it will give at least ten (10) business days written notice each such time give prompt written notice to the Stockholders Purchasers and all other holders of Registrable Securities of its intention to do soso and of such holders' rights under this Section 2.02. Upon the written request of a Stockholder holding Registrable Securities (specifying the intended method of disposition of the Registrable Securities and exercisable by each Stockholder only twice before the Termination Date), any such holder made within 10 business 30 days after the receipt of any such notice, notice (15 days if the Company will include in its proposed registration gives telephonic notice to all holders of Registrable Securities held by such Stockholder on the same terms and conditions as the securities of other stockholders participating in Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be includedon Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities to be disposed of by such holder), the Company will, subject to the priorities set forth in Section 3.3(b) belownext sentence, if anyuse its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the holders thereof, to the extent requisite to permit the disposition of such Registrable Securities to be so registered. If the Company thereafter determines for any reason not to register or to delay registration of the Company's offering of its such securities, the Company may, at its election, give written notice of such determination to the Stockholders who chose to participate in such registration each holder of Registrable Securities and, thereupon, (i) in the case of a determination not to register, shall be relieved of the obligation to register such Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith therewith), without prejudice, however, to the rights (if any) of the Purchasers or an assignee to register Registrable Securities in the future)request that such registration be effected as a registration under Section 2.01, and (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities Securities, for the same period as the delay in registration of such other securities. All obligations of the Company with respect to any registration described in this Section 2.02(a) shall be subject to the rights of the Company set forth in the immediately preceding sentence. No registration effected under this Section 2.02 shall relieve the Company of its obligation to effect any registration upon request under Section 2.01. The Company will pay all Registration Expenses in connection with the registration of Registrable Securities requested pursuant to this Section 3.32.02. All other cost and expenses incurred by If such offering is to be underwritten, the Stockholders in connection with holders seeking to sell such registration will be borne by the Stockholders on the basis of the percentage that the Registrable Securities which are being offered by each of them bears agree to the total number of Registrable Securities sought to be registered join in such negotiationunderwritten offering.

Right to Include the Registrable Securities. If the Company, Company at any time before the Termination Date, proposes to register securities for sale for its own account under the Securities Act by registration on Forms X-0S-x, X-0 or S-3 or any successor or similar form(s) (but excluding except registrations on Forms S-4 or S-8 or any successor or similar forms), the Company whether for sale for its own account or pursuant to another demand for registration granted any other Person, it will give at least ten (10) business days prompt written notice each such time to the Stockholders of its intention to do soso and of the Stockholders’ rights under this Section 2.2. Upon the written request of a any Stockholder holding (specifying the Registrable Securities (specifying intended to be disposed of and the intended method of disposition of the Registrable Securities and exercisable by each Stockholder only twice before the Termination Datethereof), made within 10 business days fifteen (15) Business Days after the receipt of any such notice, the Company will include in use its proposed best efforts to effect the registration under the Securities Act of all Registrable Securities held which the Company has been so requested to register by such Stockholder on the same terms and conditions as the securities of other stockholders participating in such registration will be included, subject Stockholders to the priorities set forth extent requisite to permit the disposition (in Section 3.3(baccordance with the intended methods thereof as aforesaid) below, of such Registrable Securities to be so registered (any Stockholder if anygiving notice following receipt of such a notice from the Company being herein referred to as a “Participating Stockholder”). If the Company thereafter determines for any reason not to register or to delay registration of the Company's offering of its such securities, the Company Company, by act of its Board of Directors, may, at its election, give written notice of such determination to the Stockholders who chose to participate in such registration each Participating Stockholder and, thereupon, thereupon (i) in the case of a determination not to register, shall be relieved of the obligation to register such Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith or therewith, as provided in Section 2.8), without prejudice, however, to register Registrable Securities in the future)rights (if any) of a Stockholder to request that such registration be effected as a registration under Section 2.1, and (ii) in the case of a determination to delay registration, shall be permitted to delay registering any Registrable Securities Securities, for the same period as the delay in registration of such other securities. The Company will pay all Registration Expenses in connection with the registration of Registrable Securities requested pursuant to this Section 3.3. All other cost and expenses incurred by the Stockholders in connection with such registration will be borne by the Stockholders on the basis of the percentage that the Registrable Securities which are being offered by each of them bears to the total number of Registrable Securities sought to be registered in such negotiation2.2.