Right to Piggy-Back. If (but without any obligation to do so other than as provided above) the Company proposes to register any shares of Common Stock in connection with any offering of shares of Common Stock pursuant to a registration statement under the Securities Act (other than a registration relating solely to the sale of securities to participants in a Company stock plan or a transaction covered by Rule 145 under the Securities Act, or a registration in which the only stock being registered is Common Stock issuable upon conversion of debt securities which are also being registered) (a "PUBLIC OFFERING"), the Company shall promptly give the Investor written notice of such registration, at least 10 business days prior to the filing of any registration statement under the Securities Act. Upon the written request of the Investor given within 5 business days after delivery of such written notice by the Company, the Company shall, subject to the provisions of Section 3(b) below, use its best efforts to cause to be registered under the Securities Act on such registration statement all of the Registrable Securities that the Investor has requested to be registered.
Right to Piggy-Back. If, at any time, the Company proposes or is required to register any of its equity securities under the Act (other than pursuant to registrations on Form S-4 or Form S-8 or such form or similar form(s) solely for registration of securities in connection with an employee benefit plan or dividend reinvestment plan or a merger, consolidation or acquisition) whether for its own account or the account of other security holders, the Company shall give prompt written notice of its intention to do so to the holder of each Registrable Securities (as defined below). Upon the written request of any holder, made within 15 days following the receipt of any such written notice (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder and the intended method of distribution thereof), the Company shall use, subject to Sections 3.4(c) and 3.4(e) hereof, its best efforts to cause all such Registrable Securities, the holders of which have so requested the registration thereof, to be registered under the Act (with the securities which the Company at the time proposes to register) to permit the sale or other disposition by the holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered. There is no limitation on the number of such piggyback registrations pursuant to the preceding sentence which the Company is obligated to effect.
Right to Piggy-Back. If at any time prior to the Final Exercise Date the Company proposes to file a registration statement in order to register any of its equity securities (as defined in the Securities Exchange Act of 1934, as amended (the "Exchange Act")) under the Securities Act (other than in connection with a merger, and acquisition or an offering of securities under an employee benefit plan), and the registration form to be used may be used for the registration (a "Piggy-Back Registration") of Warrants and Warrant Shares, the Company will give prior written notice to all registered holders of Warrants and Warrant Shares of its intention to effect such a registration and will, subject to paragraph 7(b) and 7(c) hereof, include in such registration all Warrants and Warrant Shares with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company's notice. Notwithstanding the foregoing, the Company shall have the right at any time after it shall have given written notice pursuant to paragraph 7(a) (irrespective of whether a written request for inclusion of any Warrants and/or Warrant Shares shall have been made) to elect not to file any such proposed registration statement or to withdraw the same after the filing but prior to the effective date thereof.
Right to Piggy-Back. (a) If at any time after the Closing Date until the date which is one (1) year from the date hereof, Parent proposes to file a registration statement under the Securities Act of 1933, as amended (the "1933 Act"), with respect to Parent Common Stock (other than a registration statement (i) on Form S-8 or Form S-4 or any successor form to such Forms or (ii) filed in connection with an exchange offer or an offering of Parent Common Stock or of securities convertible or exchangeable into Parent Common Stock made solely to its existing shareholders in connection with a rights offering or solely to employees of Parent), whether or not for its own account, then Parent shall give notice of such proposed filing to the Shareholders 20 days prior to the anticipated filing date. Such written notice or electronic notice confirmed subsequently in writing shall offer the Shareholders, the opportunity to register such amount of Deferred Payment Shares as such Shareholders may request (the "Piggy-Back Registration"). Subject to Section 9.1(b) hereof, Parent shall include in each such Piggy-Back Registration all Deferred Payment Shares with respect to which Parent has received from the Shareholders holding 50% or more of the outstanding Deferred Payment Shares received by the Shareholders in accordance with this Agreement a written request for inclusion therein within 10 days after which the foregoing has been duly given to the Shareholders. Parent shall only be obligated to effect two (2) Piggy-Back Registrations pursuant to this Section 9.1(a), provided, however, that Parent shall not be obligated to effect such -------- ------- registration as to any shareholder at such time as all Deferred Payment Shares held by such Shareholders can be sold within a given three month period in accordance with the requirements of Rule 144 under the 1933 Act or successor rule. Parent shall not be liable to the Shareholders in the event the registration statement filed under the 1933 Act is not declared effective by the Securities and Exchange Commission.
Right to Piggy-Back. Whenever the Company proposes to register any of its securities under the Securities Act (other than pursuant to a Demand Registration), and the registration form to be used may be used for the registration of Registrable Securities (a "Piggy-back Registration"), the Company will give prompt written notice (in any event within three Business Days after its receipt of notice of any exercise of other demand registration rights) to all holders of Registrable Securities of its intention to effect such a registration and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 30 days after the receipt of the Company's notice. Such requests for inclusion shall specify the number of Registrable Securities intended to be disposed of and the intended method of distribution thereof.
Right to Piggy-Back. If at any time after the Closing Date, Marcxx xxxposes to register any of its shares of Common Stock under the Securities Act for its own account or for the account of any of its stockholders (except with respect to registration statements filed on Form S-4 (for acquisitions) or Form S-8 (for employee plans) or any successor or similar forms or other unsuitable forms), Marcxx xxxll promptly give written notice of such proposed filing to Seller and offer Seller the opportunity to register such number of Shares as it may request in writing. Upon the written request of Seller received by Marcxx xxxhin fifteen (15) days after the giving of the notice by Marcxx, Xxxxxx xxxll use its best efforts to cause the Shares that the Purchaser requests to be so registered to be included in such registration.
Right to Piggy-Back. If, at any time, the Company proposes to file a Registration Statement under the Securities Act with respect to any class of its equity securities (other than a Registration Statement relating to the Company’s employee benefit plans, exchange offers by the Company or a merger or acquisition of a business or assets by the Company, including, without limitation, a registration on Form X-0, Xxxx X-0 or any successor form to such Form), whether or not pursuant to registration rights granted to other holders of its securities or for its own account, the Company shall give written notice of such proposed filing to Apollo as soon as practicable, but not less than 20 days before the anticipated filing date of such Registration Statement. Such notice shall offer Apollo the opportunity to register such amount of Registrable Common Stock as Apollo may request (a “Piggy-Back Registration”). Subject to Section 3(b) hereof, the Company shall include in each such Piggy-Back Registration all Registrable Common Stock with respect to which the Company has received from Apollo a written request for inclusion therein within 10 days after notice has been duly given to Apollo. Subject to subsection (b) below, Apollo shall be permitted to withdraw all or any part of the Registrable Common Stock from a Piggy-Back Registration at any time prior to the effective date of such Piggy-Back Registration.
Right to Piggy-Back. If, at any time during the period commencing on the date after an IPO and ending three years thereafter (the "Registration Period"), the Company proposes to register with the Securities and Exchange Commission (the "SEC") the sale for cash of any of its Shares of common stock by filing a registration statement under the Securities Act, for its own account or for the account of any of its stockholders (except pursuant to registration statements filed on Form S-4 or Form S-8 or any successor or similar forms or other unsuitable forms), the Company shall promptly give written notice of such proposed filing to each Initial Stockholder and offer each Initial Stockholders the opportunity to register such number of Shares owned by the Initial Stockholders (the "Registerable Shares") as it may request in writing. Upon the written request of an Initial Stockholder received by the Company within fifteen (15) days after the giving of the notice by the Company, the Company shall use its best efforts to cause the number of Registerable Shares that the Initial Stockholder requests to be so registered to be included in such registration.
Right to Piggy-Back. (a) If at any time prior to the fifth anniversary of the date of this Agreement the Company proposes to effect an underwritten public offering of its Common Stock, the Company will give prompt written notice to each Holder of its intention to effect such underwritten public offering and will include in such underwritten public offering and, to the extent required under the Securities Act, on the registration statement in respect of such offering (a “Piggy-back Registration”) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 days after the receipt of the Company’s notice; provided, however, that the number of Registrable Securities to be so included or sold by a Holder shall be limited to the portion of the total number of securities proposed to be sold in such underwritten public offering that equals the proportion of the number of shares of Common Stock held by such Holder bears to the total number of outstanding shares of Common Stock.
Right to Piggy-Back. If at any time during the period commencing from the date falling 90 days after completion of the Follow-on Equity Raise (or such shorter period as may be agreed by the managing underwriters of the Follow-on Equity Raise) and prior to the Registration Deadline, the Company proposes to effect an underwritten public offering of its Common Stock, the Company will give prompt written notice to each Holder of its intention to effect such underwritten public offering and will include in such underwritten public offering and on any Registration Statement the Company proposes to file in respect of such offering (a “Piggy-back Registration”) all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 Business Days after the receipt of the Company’s notice; provided, however, they notify the Company in writing of such election within 10 Business Days following the date of the Company’s notice (such election requests shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder); provided further, however, that in the case of the filing of a Registration Statement, such Registrable Securities are not otherwise registered pursuant to an existing and effective Shelf Registration Statement under this Agreement.
