Common use of Right to Piggyback Registration Clause in Contracts

Right to Piggyback Registration. Without limiting any obligation of the Company, if (i) there is not an effective Registration Statement covering all of the Registrable Securities, if the Prospectus contained therein is not available for use, and if Rule 144 is not available with respect to the Registrable Securities, and (ii) the Company shall determine to prepare and file with the Commission a registration statement or offering statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity or equity-linked securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity or equity-linked securities to be issued solely in connection with any acquisition of any entity or business (or a business combination subject to Rule 145 under the Securities Act) or equity or equity-linked securities issuable in connection with the Company’s stock option or other employee benefit plans), or a dividend reinvestment or similar plan or rights offering, then the Company shall deliver to each Holder a written notice of such determination and, if within fifteen (15) calendar days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of such Registrable Securities that such Holder requests to be registered (a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering in connection with such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2(f) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(f) shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in its sole discretion. The Company shall not grant piggyback registration rights to any holders of its Common Stock or securities that are convertible into its Common Stock that are senior to the rights of the Holders set forth in this Section 2(f).

Right to Piggyback Registration. Without limiting (i) Subject to any obligation of the CompanySEC Restrictions, if at any time following the date of this Agreement that any Registrable Securities remain outstanding (iA) there is not an one or more effective Registration Statement Statements covering all of the Registrable Securities, if Securities that the Prospectus contained therein is not available for use, and if Rule 144 is not available with respect Investors desire to the Registrable Securities, have registered and (iiB) the Company shall determine proposes for any reason to prepare and file with register any shares of Common Stock under the Commission 1933 Act (other than pursuant to a registration statement or offering statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity or equity-linked securities (other than on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall at each as promulgated such time promptly give written notice to the holders of the Registrable Securities of its intention to do so (but in no event less than thirty (30) days before the anticipated filing date) and, to the extent permitted under the Securities Act) or their then equivalents relating to equity or equity-linked securities to be issued solely in connection with any acquisition provisions of any entity or business (or a business combination subject to Rule 145 415 under the 1933 Act, include in such registration all Registrable Securities Act) or equity or equity-linked securities issuable in connection with the Company’s stock option or other employee benefit plans), or a dividend reinvestment or similar plan or rights offering, then respect to which the Company shall deliver to each Holder a has received written notice of such determination and, if requests for inclusion therein within fifteen (15) calendar days after the date receipt of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of such Registrable Securities that such Holder requests to be registered Company’s notice (a “Piggyback Registration”). Such notice shall describe the amount and type of securities to be included in such registration or offering, and shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. The Company shallshall enter into customary agreements (including, if applicable, an underwriting agreement in good faith, cause customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such Registrable Securities to be included in a Piggyback Registration. No Investor included in the applicable registration statement shall be required to make any representations or warranties in any underwriting agreement except, if applicable, with respect to such Piggyback Registration and shall use its reasonable best efforts holder’s organization, good standing, authority, title to cause the managing underwriter or underwriters Registrable Securities, lack of a proposed Underwritten Offering in connection conflict of such sale with such Piggyback Registration holder’s material agreements and organizational documents, and with respect to permit the Registrable Securities requested by the Holders pursuant written information relating to this Section 2(f) to be included such holder that such holder has furnished in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included writing expressly for inclusion in such registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(f) shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in its sole discretion. The Company shall not grant piggyback registration rights to any holders of its Common Stock or securities that are convertible into its Common Stock that are senior to the rights of the Holders set forth in this Section 2(f)Registration Statement.

Right to Piggyback Registration. Without limiting If at any obligation of time after the Company, if (i) there is not an effective Registration Statement covering all of the Registrable Securities, if the Prospectus contained therein is not available for use, and if Rule 144 is not available with respect Restricted Period LodgeNet proposes to the Registrable Securities, and (ii) the Company shall determine to prepare and file with the Commission a registration statement or offering statement relating to an offering for its own account or the account of others under the Securities Act with respect to an offering of any of its equity or equity-linked securities LodgeNet Securities (other than a registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or Form S-8 any successor form thereto relating solely to the sale of securities to employees, directors, officers, consultants or advisors of LodgeNet or its Affiliates pursuant to a stock option, stock purchase or similar benefit plan or (each as promulgated under the Securities Actc) or their then equivalents relating to equity or equity-linked securities to be issued solely in connection with any acquisition of any entity or business (or a business combination subject to transaction under Rule 145 under the Securities Act), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then LodgeNet will give written notice (the “Piggyback Notice”) or of such proposed filing to Liberty Satellite at least 10 days before the anticipated filing date. Such notice will include the number and class of equity or equity-linked securities issuable in connection with proposed to be registered, the Companyproposed date of filing of such registration statement, any proposed means of distribution of such equity securities, any proposed managing underwriter of such equity securities, the name of the holders whose LodgeNet Securities are being registered if the registration is a secondary offering, to the extent then known to LodgeNet, and a good faith estimate by LodgeNet of the proposed maximum offering price of such equity securities as such price is proposed to appear on the facing page of such registration statement, and will offer Liberty Satellite the opportunity to register such amount of Registrable Securities as it may request on the same terms and conditions as the registration of LodgeNet’s stock option or other employee benefit plans)Person’s securities, or a dividend reinvestment or similar plan or rights offering, then as the Company shall deliver to each Holder a written notice of such determination and, if within fifteen (15) calendar days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of such Registrable Securities that such Holder requests to case may be registered (a “Piggyback Registration”). The Company shall, LodgeNet will include in good faith, cause such each Piggyback Registration all Registrable Securities for which LodgeNet has received written requests for inclusion within 5 days after delivery of the Piggyback Notice, subject to be included in such Section 6.8. With respect to Piggyback Registration effected under the Hilton Warrant, Liberty Satellite must also send written requests for inclusion to both LodgeNet and the holder whose LodgeNet Securities are being registered, and Liberty Satellite shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering in connection with such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2(f) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration and to permit the sale or other disposition of such Registrable Securities in accordance comply with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(f) shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in its sole discretion. The Company shall not grant piggyback registration rights to any holders of its Common Stock or securities that are convertible into its Common Stock that are senior to the rights of the Holders requirements set forth in the Hilton Warrant as well as this Section 2(f)Agreement.

Right to Piggyback Registration. Without limiting any obligation of the Company, if (i) If at any time following the Filing Deadline that any Registrable Securities remain outstanding (A) there is not an one or more effective Registration Statement Statements covering all of the Registrable Securities, if the Prospectus contained therein is not available for use, and if Rule 144 is not available with respect to the Registrable Securities, Securities and (iiB) the Company shall determine proposes for any reason to prepare and file with the Commission a registration statement or offering statement relating to an offering for its own account or the account register any shares of others Common Stock under the Securities Act of any of its equity or equity-linked securities (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an underwritten offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall at each as promulgated such time promptly give written notice to the holders of the Registrable Securities of its intention to do so (but in no event less than thirty (30) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the Securities Act) or their then equivalents relating , include in such registration all Registrable Securities with respect to equity or equity-linked securities to be issued solely in connection with any acquisition of any entity or business (or a business combination subject to Rule 145 under the Securities Act) or equity or equity-linked securities issuable in connection with the Company’s stock option or other employee benefit plans), or a dividend reinvestment or similar plan or rights offering, then which the Company shall deliver to each Holder a has received written notice of such determination and, if requests for inclusion therein within fifteen (15) calendar days after the date receipt of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of such Registrable Securities that such Holder requests to be registered Company’s notice (a “Piggyback Registration”). The Company shallIn such event, in good faith, cause the right of any such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering in connection with such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2(f) Holder to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included registration pursuant to this Section 2(g) shall be conditioned upon such Holder’s participation in such registration underwriting and to permit the sale or other disposition inclusion of such Holder’s Registrable Securities in accordance with the intended method(s) of distribution thereofunderwriting to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(f) such underwriting shall enter into an underwriting agreement in customary form with the underwriter(s) underwriter or underwriters selected for such Underwritten Offering underwriting by the Company. The Company may postpone or withdraw (or, in the filing or the effectiveness case of a piggyback registration at any time in its sole discretion. The Company shall not grant piggyback registration rights to any holders statement initiated by the shareholders of its Common Stock or securities the Company, the underwriter selected by such shareholders that are convertible into its Common Stock that are senior is reasonably acceptable to the rights of the Holders set forth in this Section 2(fCompany).

Right to Piggyback Registration. Without limiting (i)If at any obligation time following the date of the Company, if this Agreement that any Registrable Securities remain outstanding (iA) there is not an one or more effective Registration Statement Statements covering all of the Registrable Securities, if the Prospectus contained therein is not available for use, and if Rule 144 is not available with respect to the Registrable Securities, Securities and (iiB) the Company shall determine proposes for any reason to prepare and file with register any shares of Common Stock under the Commission 1933 Act (other than pursuant to a registration statement or offering statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity or equity-linked securities (other than on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders (other than a separate registration statement referred to in the proviso of Section 7.10(d) of the Purchase Agreement), it shall at each as promulgated such time promptly give written notice to the holders of the Registrable Securities of its intention to do so (but in no event less than twenty (20) days before the anticipated filing date) and, to the extent permitted under the Securities 1933 Act) or their then equivalents relating to equity or equity-linked securities to be issued solely in connection with any acquisition of any entity or business (or a business combination subject to Rule 145 under the Securities Act) or equity or equity-linked securities issuable in connection with the Company’s stock option or other employee benefit plans), or a dividend reinvestment or similar plan or rights offering, then the Company shall deliver to each Holder a written notice of such determination and, if within fifteen (15) calendar days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of such Registrable Securities that such Holder with respect to which the Company has received written requests to be registered for inclusion therein within ten (10) days after receipt of the Company’s notice (a “Piggyback Registration”). The Such notice shall offer the holders of the Registrable Securities the opportunity to register such number of shares of Registrable Securities as each such holder may request and shall indicate the intended method of distribution of such Registrable Securities. 5 (ii)Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Investors must agree to sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shallshall be responsible for other expenses as set forth in Section 2(b)) and must enter into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to Section 2(e)(i) and prior to the effective date of the registration statement filed in good faithconnection with such registration, the Company shall determine for any reason not to cause such registration statement to become effective under the 1933 Act, the Company shall deliver written notice to the Investors and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration; provided, however, that nothing contained in this Section 2(e)(ii) shall limit the Company’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation to pay liquidated damages under this Section 2. If the managing underwriter(s) for the underwritten public offering advise the Company that the number of shares proposed to be included in the offering exceeds the number that can reasonably be sold in the offering, then the shares to be included in such Piggyback Registration offering shall be allocated, first, to the account of the Company, in the event that the public offering relates to a primary offering by or on behalf of the Company, or, if the offering is being made pursuant to a demand registration rights granted to one or more holders of Common Stock, such holders, second, to the Investors, on a pro rata basis based on the number of Registrable Securities the Investors sought to include in such offering, and shall third, to any other holder of Common Stock having the right to include its shares in such offering. 0.Xxxxxxx Obligations. The Company will use its commercially reasonable best efforts to cause effect the managing underwriter or underwriters of a proposed Underwritten Offering in connection with such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2(f) to be included in a Piggyback Registration on the same terms and conditions as any similar securities registration of the Company included in such registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(sterms hereof, and pursuant thereto the Company will, as expeditiously as possible: (a)use commercially reasonable efforts to cause such Registration Statement to become effective and to remain continuously effective for a period that will terminate upon the earlier of (i) of distribution thereof. All such Holders proposing to distribute their the date on which all Registrable Securities through an Underwritten Offering covered by such Registration Statement as amended from time to time, have been sold, and (ii) the date on which all Registrable Securities covered by such Registration Statement may be sold without restriction pursuant to Rule 144 (the “Effectiveness Period”) and advise the Investors in writing when the Effectiveness Period has expired; (b)prepare and file with the SEC such amendments and post-effective amendments to the Registration Statement and the Prospectus as may be necessary to keep the Registration Statement effective for the Effectiveness Period and to comply with the provisions of the 1933 Act and the 1934 Act with respect to the distribution of all of the Registrable Securities covered thereby; (c)provide copies to and permit counsel designated by the Investors to review each Registration Statement and all amendments and supplements thereto no fewer than three (3) Business Days prior to their filing with the SEC and not file any document to which such counsel reasonably objects; 6 (d)furnish to the Investors and their legal counsel (i) promptly after the same is prepared and publicly distributed, filed with the SEC, or received by the Company (but not later than two (2) Business Days after the filing date, receipt date or sending date, as the case may be) one (1) copy of any Registration Statement and any amendment thereto, each preliminary prospectus and Prospectus and each amendment or supplement thereto, and each letter written by or on behalf of the Company to the SEC or the staff of the SEC, and each item of correspondence from the SEC or the staff of the SEC, in each case relating to such Registration Statement (other than any portion thereof which contains information for which the Company has sought confidential treatment), and (ii) such number of copies of a Prospectus, including a preliminary prospectus, and all amendments and supplements thereto and such other documents as each Investor may reasonably request in order to facilitate the disposition of the Registrable Securities owned by such Investor that are covered by the related Registration Statement; (e)use commercially reasonable efforts to (i) prevent the issuance of any stop order or other suspension of effectiveness and (ii) if such order is issued, obtain the withdrawal of any such order at the earliest possible moment; (f)prior to any public offering of Registrable Securities, use commercially reasonable efforts to register or qualify or cooperate with the Investors and their counsel in connection with the registration or qualification of such Registrable Securities for offer and sale under the securities or blue sky laws of such jurisdictions requested by the Investors and do any and all other commercially reasonable acts or things necessary or advisable to enable the distribution in such jurisdictions of the Registrable Securities covered by the Registration Statement; provided, however, that the Company shall not be required in connection therewith or as a condition thereto to (i) qualify to do business in any jurisdiction where it would not otherwise be required to qualify but for this Section 2(f3(f), (ii) shall enter into an underwriting agreement subject itself to general taxation in customary form with the underwriter(sany jurisdiction where it would not otherwise be so subject but for this Section 3(f), or (iii) selected for file a general consent to service of process in any such Underwritten Offering jurisdiction; (g)use commercially reasonable efforts to cause all Registrable Securities covered by a Registration Statement to be listed on each securities exchange, interdealer quotation system or other market on which similar securities issued by the Company. The Company may postpone or withdraw are then listed; (h)immediately notify the filing or the effectiveness of a piggyback registration Investors, at any time prior to the end of the Effectiveness Period, upon discovery that, or upon the happening of any event as a result of which, the Prospectus includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in its sole discretion. The Company light of the circumstances then existing, and promptly prepare, file with the SEC and furnish to such holder a supplement to or an amendment of such Prospectus as may be necessary so that such Prospectus shall not grant piggyback include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing; (i)otherwise use commercially reasonable efforts to comply with all applicable rules and regulations of the SEC under the 1933 Act and the 1934 Act, including, without limitation, Rule 172 under the 1933 Act, file any final Prospectus, including any supplement or amendment thereof, with the SEC pursuant to Rule 424 under the 1933 Act, 7 promptly inform the Investors in writing if, at any time during the Effectiveness Period, the Company does not satisfy the conditions specified in Rule 172 and, as a result thereof, the Investors are required to deliver a Prospectus in connection with any disposition of Registrable Securities and take such other actions as may be reasonably necessary to facilitate the registration rights of the Registrable Securities hereunder; and make available to its security holders, as soon as reasonably practicable, but not later than the Availability Date (as defined below), an earnings statement covering a period of at least twelve (12) months, beginning after the effective date of each Registration Statement, which earnings statement shall satisfy the provisions of Section 11(a) of the 1933 Act, including Rule 158 promulgated thereunder (for the purpose of this subsection 3(i), “Availability Date” means the 45th day following the end of the fourth fiscal quarter that includes the effective date of such Registration Statement, except that, if such fourth fiscal quarter is the last quarter of the Company’s fiscal year, “Availability Date” means the 90th day after the end of such fourth fiscal quarter); and (j)With a view to making available to the Investors the benefits of Rule 144 (or its successor rule) and any holders other rule or regulation of its the SEC that may at any time permit the Investors to sell shares of Common Stock or securities that are convertible into its Common Stock that are senior to the rights public without registration, the Company covenants and agrees to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, until the earlier of (A) six months after such date as all of the Holders set forth Registrable Securities may be sold without restriction by the holders thereof pursuant to Rule 144 or any other rule of similar effect or (B) such date as all of the Registrable Securities shall have been resold; (ii) file with the SEC in this Section 2(f)a timely manner all reports and other documents required of the Company under the 1934 Act; and (iii) furnish to each Investor upon request, as long as such Investor owns any Registrable Securities, (A) a written statement by the Company that it has complied with the reporting requirements of the 1934 Act, (B) a copy of the Company’s most recent Annual Report on Form 10-K or Quarterly Report on Form 10-Q, and (C) such other information as may be reasonably requested in order to avail such Investor of any rule or regulation of the SEC that permits the selling of any such Registrable Securities without registration. 4.

Right to Piggyback Registration. Without limiting any obligation of After the Initial Public Offering (or in the Initial Public Offering, if the Company, if (i) there is in its sole discretion, permits the secondary sale of shares of Qualified Registrable Securities in the Initial Public Offering), whenever the Company proposes to register any of its Common Equity Securities in a Qualified Registration other than a Demand Registration under Section 3, whether or not an effective Registration Statement covering all of the Registrable Securitiesfor sale for its own account, if the Prospectus contained therein is not available for use, and if Rule 144 is not available with respect to the Registrable Securities, and (ii) the Company shall determine give prompt written notice (the “Piggyback Notice”) to prepare the Holders of Qualified Registrable Securities of its intention to effect such Qualified Registration. Upon written request of any Holder of Qualified Registrable Securities made within 20 days after delivery of any Piggyback Notice (which request shall specify the Qualified Registrable Securities requested to be included in such Qualified Registration by such Holder), the Company shall, subject to Sections 2.2 and file with 2.3, use its reasonable efforts to include in such Qualified Registration all Qualified Registrable Securities that the Commission a Holders have so requested be included in such Qualified Registration, to permit the disposition by such Holders of such Qualified Registrable Securities; provided, however, that (1) if, at any time after giving the Piggyback Notice and before the effective date of the registration statement or offering statement relating filed in connection with such Qualified Registration, the Company determines for any reason not to an offering for its own account or the account of others under the register such Common Equity Securities Act of any of its equity or equity-linked securities (other than on Form S-4 or Form S-8 (each as promulgated under the Qualified Registrable Securities Act) or their then equivalents relating to equity or equity-linked securities requested to be issued solely in connection with any acquisition of any entity or business (or a business combination subject included therein pursuant to Rule 145 under the Securities Act) or equity or equity-linked securities issuable in connection with this Section 2), the Company’s stock option or other employee benefit plans), or a dividend reinvestment or similar plan or rights offeringat its election, then the Company shall deliver to each Holder a may give written notice of such determination to all Holders of Qualified Registrable Securities requesting the inclusion of their Qualified Registrable Securities therein and, if within fifteen (15) calendar days after the date thereupon, shall be relieved of the delivery of such notice, its obligation to register any such Holder shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of such Qualified Registrable Securities that such Holder requests to be registered (a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering in connection with such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2(f) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(f) shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in its sole discretion. The Company shall not grant piggyback registration rights to any holders of its Common Stock or securities that are convertible into its Common Stock that are senior (without prejudice, however, to the rights of the Holders set forth in under Section 3 or the future rights of the Holders under this Section 2(f2); (2) if, at any time after giving the Piggyback Notice and before the effective date of the registration statement filed in connection with such Qualified Registration, the Company determines for any reason to delay such registration of the Common Equity Securities (other than the Qualified Registrable Securities requested to be included therein pursuant to this Section 2), the Company shall be permitted to delay the registration of such Qualified Registrable Securities for the same period as the delay in registering such other Common Equity Securities; and (3) the Company shall not be required to effect any registration pursuant to this Section 2.1 unless it shall have received reasonable assurances that the Holders of any Qualified Registrable Securities included therein will pay any expenses required to be paid by them as provided in Section 5. As used herein, the term “Piggyback Registration” shall mean any registration of Qualified Registrable Securities requested pursuant to this Section 2.1.

Right to Piggyback Registration. Without limiting any obligation of the Company, if (i) there is not an effective Registration Statement covering all of the Registrable Securities, if the Prospectus contained therein is not available for use, and if Rule 144 is not available with respect to the Registrable Securities, and (ii) the Company shall determine to prepare and file with the Commission a registration statement or offering statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity or equity-linked securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity or equity-linked securities to be issued solely in connection with any acquisition of any entity or business (or a business combination subject to Rule 145 under the Securities Act) or equity or equity-linked securities issuable in connection with the Company’s stock option or other employee benefit plans), or a dividend reinvestment or similar plan or rights offering, then the Company shall deliver to each Holder a written notice of such determination and, if within fifteen (15) calendar days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of such Registrable Securities that such Holder requests to be registered (a “Piggyback Registration”). The Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering in connection with such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2(f) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(f) shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration Piggyback Registration at any time in its sole discretion. The Company shall not grant piggyback registration rights to any holders of its Common Stock or securities that are convertible into its Common Stock that are senior to the rights of the Holders set forth in this Section 2(f).

Right to Piggyback Registration. Without limiting any obligation of the Company, if (i) there is not an effective Registration Statement covering all of the Registrable Securities, if the Prospectus contained therein is not available for use, and if Rule 144 is not available with respect Subject to the Registrable Securitiesterms hereof, and (ii) the Company shall determine whenever VillageEDOCS proposes to prepare and file with the Commission a registration statement or offering statement relating to an offering for its own account or the account of others register any Equity Securities under the Securities Act of any of its equity or equity-linked securities (other than a registration statement on Form S-4 or Form S-8 (each as promulgated or any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 (or any successor provision) under the Securities ActAct applies or an offering of securities solely to its existing shareholders) or their then equivalents relating to equity or equity-linked securities and the registration statement form to be issued solely in connection with any acquisition used may be used for the registration of any entity or business (or a business combination subject to Rule 145 under the Securities Act) or equity or equity-linked securities issuable in connection with the Company’s stock option or other employee benefit plans)Registrable Securities, or a dividend reinvestment or similar plan or rights offering, then the Company VillageEDOCS shall deliver to each Holder a give prompt written notice to Xxxxxx of its intention to effect such determination anda registration. Subject to Section 1(b) below, if within fifteen (15) calendar days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company VillageEDOCS shall include in such registration statement and use commercially reasonable efforts to include in any underwriting all shares of Registrable Securities held by Xxxxxx with respect to which VillageEDOCS has received a written request from Xxxxxx for inclusion therein (such registration, a "Piggyback Registration ") within 15 days after the receipt of VillageEDOCS's notice. PRIORITY ON PRIMARY REGISTRATIONS. Notwithstanding the foregoing, if the managing underwriter or offering statement all or any part underwriters of such offering deliver a written opinion to VillageEDOCS that either because of (a) the kind of securities that VillageEDOCS, Xxxxxx and any other persons or entities intend to include in such offering or (b) the size of the offering that VillageEDOCS, Xxxxxx and any other persons or entities intend to make, the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (i) in the event that the size of the offering is the basis of such Holder requests managing underwriter's opinion, the number of shares of Registrable Securities to be registered and offered for the account of Xxxxxx shall be reduced pro rata on the basis of the number of securities requested by such Xxxxxx to be registered and offered to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such underwriters (a “Piggyback Registration”). The Company shallprovided that if securities are being registered and offered for the account of other persons or entities in addition to the Corporation, such reduction shall not be proportionally greater than any similar reductions imposed on such other persons or entities) and (ii) in good faiththe event that the combination of securities to be offered is the basis of such underwriter's opinion, cause such the Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering in connection with such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2(f) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration and to permit the sale or other disposition of such Registrable Securities offering shall be reduced as described in accordance with the intended method(sclause (i) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(f) shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in its sole discretion. The Company shall not grant piggyback registration rights to any holders of its Common Stock or securities that are convertible into its Common Stock that are senior to the rights of the Holders set forth in this Section 2(f)above.

Right to Piggyback Registration. Without limiting any obligation of the Company, if (i) there is not an effective Registration Statement covering all If at any time following the date of the this Agreement that any Registrable Securities, if the Prospectus contained therein is not available for use, and if Rule 144 is not available with respect to the Registrable Securities, and (ii) Shares remain outstanding the Company shall determine proposes for any reason to prepare and file with the Commission a registration statement or offering statement relating to an offering for its own account or the account register any shares of others Common Stock under the Securities Act of any of its equity or equity-linked securities (other than pursuant to a registration statement on Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of Common Stock by the Company for its own account or for the account of any of its stockholders, it shall at each as promulgated such time promptly give written notice to the Holders, in accordance with the provisions of Section 5(b) below, of its intention to do so (but in no event less than thirty (30) days before the anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the Securities Act) or their then equivalents relating , include in such registration all Registrable Shares with respect to equity or equity-linked securities to be issued solely in connection with any acquisition of any entity or business (or a business combination subject to Rule 145 under the Securities Act) or equity or equity-linked securities issuable in connection with the Company’s stock option or other employee benefit plans), or a dividend reinvestment or similar plan or rights offering, then which the Company shall deliver to each Holder a has received written notice of such determination and, if requests for inclusion therein within fifteen (15) calendar days after the date receipt of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of such Registrable Securities that such Holder requests to be registered Company’s notice (a “Piggyback Registration”). The Company shall, in good faith, cause Such notice shall offer the Holders the opportunity to register such number of shares of Registrable Shares as each such Holder may request and shall indicate the intended method of distribution of such Registrable Securities Shares. By written notice delivered to the Company, any Holder (an “Opting-Out Holder”) may elect to waive its right to participate in Piggyback Registrations (“Registration Opt-Out”), until such time as such written notice is rescinded in writing. During such time as a Registration Opt-Out is in effect: (x) the Opting-Out Holder shall not receive notices of any proposed Piggyback Registration and (y) shall not be included entitled to participate in any such Piggyback Registration and shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering in connection with such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2(f) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof2(c). All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(f) shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in its sole discretion. The Company shall not grant piggyback registration rights to any holders of its Common Stock or securities that are convertible into its Common Stock that are senior Notwithstanding anything to the rights of the Holders contrary set forth in this Section 2(f2(c)(i), in the event the Commission does not permit the Company to register all of the Registrable Shares in the Registration Statement because of the Commission’s application of Rule 415, the number of Registrable Shares that may be registered on such Registration Statement shall be allocated in the following priority: first, the Common Stock being registered by the Company for its own account and second, pro rata among the Holders and the other stockholders of the Company.

Right to Piggyback Registration. Without limiting any obligation of After the Initial Public Offering (or in the Initial Public Offering, if the Company, if (i) there is not an effective Registration Statement covering all in its sole discretion, permits the secondary sale of shares of Qualified Registrable Securities in the Registrable SecuritiesInitial Public Offering), if the Prospectus contained therein is not available for use, and if Rule 144 is not available with respect to the Registrable Securities, and (ii) whenever the Company shall determine proposes to prepare and file with the Commission register any of its Common Equity Securities in a registration statement Qualified Registration other than a Demand Registration under Section 3, whether or offering statement relating to an offering not for sale for its own account or the account of others under the Securities Act of any of its equity or equity-linked securities (other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity or equity-linked securities to be issued solely in connection with any acquisition of any entity or business (or a business combination subject to Rule 145 under the Securities Act) or equity or equity-linked securities issuable in connection with the Company’s stock option or other employee benefit plans), or a dividend reinvestment or similar plan or rights offering, then the Company shall deliver to each Holder a written notice of such determination and, if within fifteen (15) calendar days after the date of the delivery of such notice, any such Holder shall so request in writingaccount, the Company shall include in such registration statement or offering statement all or any part give prompt written notice (the “Piggyback Notice”) to the Holders of such Qualified Registrable Securities that of its intention to effect such Qualified Registration. Upon written request of any Holder requests to be registered (a “Piggyback Registration”). The Company shall, in good faith, cause such of Qualified Registrable Securities made within 20 days after delivery of any Piggyback Notice (which request shall specify the Qualified Registrable Securities requested to be included in such Piggyback Qualified Registration by such Holder), the Company shall, subject to Sections 2.2 and shall 2.3, use its reasonable best efforts to cause include in such Qualified Registration all Qualified Registrable Securities that the managing underwriter or underwriters Holders have so requested be included in such Qualified Registration, to permit the disposition by such Holders of a proposed Underwritten Offering such Qualified Registrable Securities; provided, however, that (1) if, at any time after giving the Piggyback Notice and before the effective date of the registration statement filed in connection with such Piggyback Registration Qualified Registration, the Company determines for any reason not to permit register such Common Equity Securities (other than the Qualified Registrable Securities requested by the Holders to be included therein pursuant to this Section 2(f) to be included in a Piggyback Registration on 2), the same terms and conditions as any similar securities of the Company included in such registration and to permit the sale or other disposition Company, at its election, may give written notice of such determination to all Holders of Qualified Registrable Securities requesting the inclusion of their Qualified Registrable Securities therein and, thereupon, shall be relieved of its obligation to register any Qualified Registrable Securities in accordance connection with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(f) shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in its sole discretion. The Company shall not grant piggyback registration rights to any holders of its Common Stock or securities that are convertible into its Common Stock that are senior (without prejudice, however, to the rights of the Holders set forth in under Section 3 or the future rights of the Holders under this Section 2(f2); (2) if, at any time after giving the Piggyback Notice and before the effective date of the registration statement filed in connection with such Qualified Registration, the Company determines for any reason to delay such registration of the Common Equity Securities (other than the Qualified Registrable Securities requested to be included therein pursuant to this Section 2), the Company shall be permitted to delay the registration of such Qualified Registrable Securities for the same period as the delay in registering such other Common Equity Securities; and (3) the Company shall not be required to effect any registration pursuant to this Section 2.1 unless it shall have received reasonable assurances that the Holders of any Qualified Registrable Securities included therein will pay any expenses required to be paid by them as provided in Section 5. As used herein, the term “Piggyback Registration” shall mean any registration of Qualified Registrable Securities requested pursuant to this Section 2.1.

Right to Piggyback Registration. Without limiting If at any obligation of time after the CompanyRestricted Period, if (i) there is not an effective Registration Statement covering all of the Registrable Securities, if the Prospectus contained therein is not available for use, and if Rule 144 is not available with respect LodgeNet proposes to the Registrable Securities, and (ii) the Company shall determine to prepare and file with the Commission a registration statement or offering statement relating to an offering for its own account or the account of others under the Securities Act with respect to an offering of any of its equity or equity-linked securities LodgeNet Securities (other than a registration statement (a) on Form S-8 or any successor form thereto, (b) on Form S-4 or Form S-8 any successor form thereto relating solely to the sale of securities to employees, directors, officers, consultants or advisors of LodgeNet or its Affiliates pursuant to a stock option, stock purchase or similar benefit plan or (each as promulgated under the Securities Actc) or their then equivalents relating to equity or equity-linked securities to be issued solely in connection with any acquisition of any entity or business (or a business combination subject to transaction under Rule 145 under the Securities Act), whether or not for its own account, on a form that would permit registration of Registrable Securities for sale to the public under the Securities Act, then LodgeNet will give written notice (the “Piggyback Notice”) or of such proposed filing to Buyer at least ten (10) days before the anticipated filing date. Such notice will include the number and class of equity or equity-linked securities issuable in connection with proposed to be registered, the Companyproposed date of filing of such registration statement, any proposed means of distribution of such equity securities, any proposed managing underwriter of such equity securities, the name of the holders whose LodgeNet securities are being registered if the registration is a secondary offering, to the extent then known to LodgeNet, and a good faith estimate by LodgeNet of the proposed maximum offering price of such equity securities as such price is proposed to appear on the facing page of such registration statement, and will offer Buyer the opportunity to register such amount of Registrable Securities as it may request on the same terms and conditions as the registration of LodgeNet’s stock option or other employee benefit plans)Person’s securities, or a dividend reinvestment or similar plan or rights offering, then as the Company shall deliver to each Holder a written notice of such determination and, if within fifteen (15) calendar days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement or offering statement all or any part of such Registrable Securities that such Holder requests to case may be registered (a “Piggyback Registration”). The Company shall, LodgeNet will include in good faith, cause such each Piggyback Registration all Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering in connection with such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2(ffor which LodgeNet has received written requests for inclusion within five (5) to be included in a Piggyback Registration on the same terms and conditions as any similar securities days after delivery of the Company included in such registration and Piggyback Notice, subject to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(f) shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in its sole discretion. The Company shall not grant piggyback registration rights to any holders of its Common Stock or securities that are convertible into its Common Stock that are senior to the rights of the Holders set forth in this Section 2(f)7.4.

Right to Piggyback Registration. Without limiting any obligation of the Company, if (i) there is not an effective Registration Statement covering all of the Registrable Securities, if the Prospectus contained therein is not available for use, and if Rule 144 is not available with respect Subject to the Registrable Securitiesterms hereof, and (ii) the Company shall determine whenever VillageEDOCS proposes to prepare and file with the Commission a registration statement or offering statement relating to an offering for its own account or the account of others register any Equity Securities under the Securities Act of any of its equity or equity-linked securities (other than a registration statement on Form S-4 or Form S-8 (each as promulgated or any successor form) or any other registration statement relating solely to employee benefit plans or filed in connection with an exchange offer, a transaction to which Rule 145 (or any successor provision) under the Securities ActAct applies or an offering of securities solely to its existing shareholders) or their then equivalents relating to equity or equity-linked securities and the registration statement form to be issued solely in connection with any acquisition used may be used for the registration of any entity or business (or a business combination subject to Rule 145 under the Securities Act) or equity or equity-linked securities issuable in connection with the Company’s stock option or other employee benefit plans)Registrable Securities, or a dividend reinvestment or similar plan or rights offering, then the Company VillageEDOCS shall deliver to each Holder a give prompt written notice to Xxxxxxxx of its intention to effect such determination anda registration. Subject to Section 1(b) below, if within fifteen (15) calendar days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company VillageEDOCS shall include in such registration statement and use commercially reasonable efforts to include in any underwriting all shares of Registrable Securities held by Xxxxxxxx with respect to which VillageEDOCS has received a written request from Xxxxxxxx for inclusion therein (such registration, a "Piggyback Registration ") within 15 days after the receipt of VillageEDOCS's notice. PRIORITY ON PRIMARY REGISTRATIONS. Notwithstanding the foregoing, if the managing underwriter or offering statement all or any part underwriters of such offering deliver a written opinion to VillageEDOCS that either because of (a) the kind of securities that VillageEDOCS, Xxxxxxxx and any other persons or entities intend to include in such offering or (b) the size of the offering that VillageEDOCS, Xxxxxxxx and any other persons or entities intend to make, the success of the offering would be materially and adversely affected by inclusion of the Registrable Securities requested to be included, then (i) in the event that the size of the offering is the basis of such Holder requests managing underwriter's opinion, the number of shares of Registrable Securities to be registered and offered for the account of Xxxxxxxx shall be reduced pro rata on the basis of the number of securities requested by such Xxxxxxxx to be registered and offered to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such underwriters (a “Piggyback Registration”). The Company shallprovided that if securities are being registered and offered for the account of other persons or entities in addition to the Corporation, such reduction shall not be proportionally greater than any similar reductions imposed on such other persons or entities) and (ii) in good faiththe event that the combination of securities to be offered is the basis of such underwriter's opinion, cause such the Registrable Securities to be included in such Piggyback Registration and shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed Underwritten Offering in connection with such Piggyback Registration to permit the Registrable Securities requested by the Holders pursuant to this Section 2(f) to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such registration and to permit the sale or other disposition of such Registrable Securities offering shall be reduced as described in accordance with the intended method(sclause (i) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this Section 2(f) shall enter into an underwriting agreement in customary form with the underwriter(s) selected for such Underwritten Offering by the Company. The Company may postpone or withdraw the filing or the effectiveness of a piggyback registration at any time in its sole discretion. The Company shall not grant piggyback registration rights to any holders of its Common Stock or securities that are convertible into its Common Stock that are senior to the rights of the Holders set forth in this Section 2(f)above.