Common use of Right to Inclusion Clause in Contracts

Right to Inclusion. If at any time (or from time to time) the Company shall determine to register any of its securities in an underwritten offering, either for its own account or the account of a holder of Registrable Securities (as defined below) or any other holder of securities of the Company, other than (i) a registration relating solely to employee benefit or stock option plans, (ii) a registration relating solely to a transaction described in Rule 145 under the Securities Act, (iii) a transaction relating solely to an exchange offering, (iv) a transaction relating solely to an acquisition of assets or property for securities, or (v) a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of Registrable Securities by such holders, then the Company will: (i) promptly give to each holder of Registrable Securities written notice thereof (which shall include a list of the jurisdictions in which the Company intends to attempt to qualify the offer and sale of such securities under the applicable blue sky or other state securities laws); and (ii) include in such registration (and any related qualification under blue sky laws or other compliance), and in any underwriting involved therein, all the Registrable Securities specified in any written request or requests by any holder received by the Company within 15 days after such written notice is given. As used in this Agreement, the term "Registrable Securities" shall mean, collectively, the shares of Common Stock acquired or to be acquired by the Warrantholder upon exercise of the Warrants pursuant to this Agreement and any shares of Common Stock or other securities issued with respect to such Common Stock by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation, share exchange, reorganization or otherwise; provided, however, that such Common Stock or other securities shall cease to be Registrable Securities when (i) a registration statement with respect to the disposition of such Common Stock or other securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with the plan of distribution set forth in such registration statement, (ii) such Common Stock or other securities shall have been sold pursuant to Rule 144 (or any successor provision) under the Securities Act, (iii) an opinion of counsel, reasonably satisfactory to the Company and the holders of Common Stock or other securities to which the opinion relates shall have been delivered to the Company and such holders to the effect that the subsequent disposition of such Common Stock or other securities may be made pursuant to Rule 144(k) (or any successor provision) under the Securities Act, or (iv) such Common Stock or other securities shall cease to be outstanding.