Common use of Right to Piggyback Registrations Clause in Contracts

Right to Piggyback Registrations. Whenever the Company or another party having registration rights proposes that the Company register any of the Company’s equity securities under the Securities Act (other than a registration on Form S-4 relating solely to a transaction described in Rule 145 of the Securities Act or a registration on Form S-8 or any successor forms thereto), whether or not for sale for the Company’s own account, the Company will give prompt written notice of such proposed filing to all Holders at least 15 days before the anticipated filing date. Such notice shall offer such Holders the opportunity to register such amount of Registrable Securities as they shall request (a “Piggyback Registration”). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 days after such notice has been given by the Company to the Holders. If the Registration Statement relating to the Piggyback Registration is for an underwritten offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Each Holder shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective time of such Piggyback Registration.

Right to Piggyback Registrations. Whenever the Company or another party having registration rights proposes that the Company register any of the Company’s equity securities under the Securities Act (other than a registration on Form S-4 relating solely to a transaction described in Rule 145 of the Securities Act or a registration on Form S-8 or any successor forms thereto), whether or not for sale for the Company’s own account, the Company will give prompt written notice of such proposed filing to all Holders at least 15 days before the anticipated filing date. Such notice shall offer such Holders the opportunity to register such amount of Registrable Securities as they shall request (a “Piggyback Registration”). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 days after such notice has been given by the Company to the Holders. If the Registration Statement relating to the Piggyback Registration is for an underwritten offeringUnderwritten Offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Each Holder shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective time date of the Registration Statement in respect of such Piggyback Registration.

Right to Piggyback Registrations. Whenever On and after the Registration Availability Date, whenever the Company or another party having registration rights proposes that the Company register any of the Company’s equity securities under the Securities Act for any reason (other than a registration on Form S-4 relating solely to a transaction described in Rule 145 of the Securities Act or a registration on Form S-8 or any successor forms thereto), whether or not for sale for the Company’s own account, the Company will give prompt written notice of such proposed filing registration to all Holders the Securities Holder at least 15 30 days before the anticipated filing date. Such notice shall offer such Holders the Securities Holder the opportunity to register such amount of Registrable Securities as they it shall request (a “Piggyback Registration”). Subject to Section 3(b) hereof, the The Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received a written requests request for inclusion therein from the Securities Holder within 10 20 days after such notice has been given by the Company to the HoldersSecurities Holder. If the Registration Statement registration statement relating to the Piggyback Registration is for an underwritten offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Each The Securities Holder shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective time of such Piggyback Registration. The right of the Securities Holder to a Piggyback Registration that is an underwritten offering shall be conditioned upon the Securities Holder entering into an underwriting agreement in customary form with the managing underwriter or underwriters for such registered offering. No registration pursuant to this Article III will relieve the Company of its obligations to register Registrable Securities pursuant to Article II hereof. The rights to Piggyback Registration may be exercised an unlimited number of occasions.

Right to Piggyback Registrations. Whenever the Company or another party having registration rights proposes that the Company register any of the Company’s equity securities under the Securities Act (other than a registration on Form S-4 relating solely to a transaction described in Rule 145 of the Securities Act or a registration on Form S-8 or any successor forms thereto), whether or not for sale for the Company’s own account, the Company will give prompt written notice of such proposed filing to all Holders at least 15 days before the anticipated filing date. Such notice shall offer such Holders the opportunity to register such amount of Registrable Securities as they shall request (a “Piggyback Registration”). Subject to Section 3(b2(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 days after such notice has been given by the Company to the Holders. If the Registration Statement relating to the Piggyback Registration is for an underwritten offeringUnderwritten Offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Each Holder shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective time date of the Registration Statement in respect of such Piggyback Registration.

Right to Piggyback Registrations. Whenever the Company or another party having registration rights proposes that the Company to register any of the Company’s its equity securities under the Securities Act (other than a registration on Form S-4 relating solely to a transaction described in Rule 145 of the Securities Act or a registration on Form S-8 or any successor forms thereto), whether or not for sale for the Company’s its own account, the Company will give prompt written notice of such proposed filing to all Holders at least 15 30 days before the anticipated filing date. Such notice shall offer such Holders the opportunity to register such amount of Registrable Securities as they shall request (a “"Piggyback Registration”"). Subject to Section Sections 3(b) and 3(c) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 20 days after such notice has been given by the Company Holders to the HoldersCompany. If the Registration Statement relating to the Piggyback Registration is for to cover an underwritten offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Each Holder shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective time of such Piggyback Registration.

Right to Piggyback Registrations. Whenever the Company or another party having registration rights proposes that the Company register any of the Company’s equity securities under the Securities Act (other than a registration on Form S-4 relating solely to a transaction described in Rule 145 of the Securities Act or a registration on Form S-8 or any successor forms thereto), whether or not for sale for the Company’s own account, the Company will give prompt written notice of such proposed filing to all Holders at least 15 30 days before the anticipated filing date. Such notice shall offer such Holders the opportunity to register such amount of Registrable Securities as they shall request (a “Piggyback Registration”). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 20 days after such notice has been given by the Company Holders to the HoldersCompany. If the Registration Statement relating to the Piggyback Registration is for to cover an underwritten offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Each Holder shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective time of such Piggyback Registration.

Right to Piggyback Registrations. Whenever the Company Limited Partnership or another party having registration rights proposes that the Company Limited Partnership register any of the CompanyLimited Partnership’s equity securities under the Securities Act (other than a registration on Form S-4 relating solely to a transaction described in Rule 145 of the Securities Act or a registration on Form S-8 or any successor forms thereto), whether or not for sale for the CompanyLimited Partnership’s own account, the Company Limited Partnership will give prompt written notice of such proposed filing to all Holders at least 15 days before the anticipated filing date. Such notice shall offer such Holders the opportunity to register such amount of Registrable Securities as they shall request (a “Piggyback Registration”). Subject to Section 3(b) hereof, the Company Limited Partnership shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company Limited Partnership has received written requests for inclusion therein within 10 days after such notice has been given by the Company Limited Partnership to the Holders. If the Registration Statement relating to the Piggyback Registration is for an underwritten offeringUnderwritten Offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Each Holder shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective time date of the Registration Statement in respect of such Piggyback Registration.

Right to Piggyback Registrations. Whenever the Company or another party having registration rights proposes that the Company register any of the Company’s 's equity securities under the Securities Act (other than a registration on Form S-4 relating solely to a transaction described in Rule 145 of the Securities Act or a registration on Form S-8 or any successor forms thereto), whether or not for sale for the Company’s 's own account, the Company will give prompt written notice of such proposed filing to all Holders at least 15 30 days before the anticipated filing date. Such notice shall offer such Holders the opportunity to register such amount of Registrable Securities as they shall request (a “Piggyback Registration”"PIGGYBACK REGISTRATION"). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 20 days after such notice has been given by the Company Holders to the HoldersCompany. If the Registration Statement relating to the Piggyback Registration is for to cover an underwritten offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Each Holder shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective time of such Piggyback Registration.

Right to Piggyback Registrations. Whenever If the Company or another party having registration rights (other than a Holder) proposes that the Company register any of the Company’s equity securities under the Securities Act (other than on a form that would be suitable for a registration on Form S-4 relating solely to a transaction described in Rule 145 of the Securities Act or a registration on Form S-8 or any successor forms thereto), whether or not for sale for the Company’s own accountRegistrable Securities, the Company will give prompt written notice of such proposed filing registration to all Holders at least 15 twenty days before prior to the anticipated filing date. Such notice shall offer such the Holders the opportunity to register such amount some or all of their Registrable Securities as they shall request in the registration (a “Piggyback Registration”). Subject to Section 3(b) hereof), the Company shall include in each such the Piggyback Registration all Registrable Securities with respect requested by Holders to which be included therein to the Company has received extent written requests for inclusion therein within 10 days after such notice has been given by are delivered to the Company to within ten days of the Holdersdelivery of the Company’s notice. If the Registration Statement relating to the Piggyback Registration is for an underwritten offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Each Subject to the terms of any underwriting agreement entered into in connection with the offering, each Holder shall be permitted to withdraw all or part of the its Registrable Securities from a Piggyback Registration at any time prior to the effective time effectiveness of the Registration Statement relating to such Piggyback Registration. The amount of time for which the Company shall keep a Registration Statement relating to a Piggyback Registration effective and usable shall be determined by the Company; provided, however, the Company shall provide reasonable notice to Holders participating in such a registration if it intends to keep the Registration Statement effective and usable for less than 90 days. The Holders shall have unlimited Piggyback Registration rights.

Right to Piggyback Registrations. Whenever the Company Limited Partnership or another party having registration rights proposes that the Company Limited Partnership register any of the CompanyLimited Partnership’s equity securities under the Securities Act (other than a registration on Form S-4 relating solely to a transaction described in Rule 145 of the Securities Act or a registration on Form S-8 or any successor forms thereto), whether or not for sale for the CompanyLimited Partnership’s own account, the Company Limited Partnership will give prompt written notice of such proposed filing to all Holders at least 15 days before the anticipated filing date. Such notice shall offer such Holders the opportunity to register such amount of Registrable Securities as they shall request (a “Piggyback Registration”). Subject to Section 3(b2(b) hereof, the Company Limited Partnership shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company Limited Partnership has received written requests for inclusion therein within 10 days after such notice has been given by the Company Limited Partnership to the Holders. If the Registration Statement relating to the Piggyback Registration is for an underwritten offeringUnderwritten Offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Each Holder shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective time date of the Registration Statement in respect of such Piggyback Registration.

Right to Piggyback Registrations. Whenever If, at any time subsequent to the IPO, the Company or another party having registration rights proposes that the Company register any of the Company’s equity securities under the Securities Act (other than on a form that would be suitable for a registration on Form S-4 relating solely to a transaction described in Rule 145 of the Securities Act or a registration on Form S-8 or any successor forms thereto), whether or not for sale for the Company’s own accountRegistrable Securities, the Company will give prompt written notice of such proposed filing registration to all Holders at least 15 twenty days before prior to the anticipated filing date. Such notice shall offer such the Holders the opportunity to register such amount some or all of their Registrable Securities as they shall request in the registration (a “Piggyback Registration”). Subject to Section 3(b) hereof), the Company shall include in each such the Piggyback Registration all Registrable Securities with respect requested by Holders to which be included therein to the Company has received extent written requests for inclusion therein within 10 days after such notice has been given by are delivered to the Company to within ten days of the Holdersdelivery of the Company’s notice. If the Registration Statement relating to the Piggyback Registration is for an underwritten offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Each Subject to the terms of any underwriting agreement entered into in connection with the offering, each Holder shall be permitted to withdraw all or part of the its Registrable Securities from a Piggyback Registration at any time prior to the effective time effectiveness of the Registration Statement relating to such Piggyback Registration. The amount of time for which the Company shall keep a Registration Statement relating to a Piggyback Registration effective and usable shall be determined by the Company; provided, however, the Company shall provide reasonable notice to Holders participating in such a registration if it intends to keep the Registration Statement effective and usable for less than 90 days.

Right to Piggyback Registrations. Whenever the Company or another party having registration rights proposes that the Company register any of the Company’s equity securities under the Securities Act for any reason (other than a registration on Form S-4 relating solely to a transaction described in Rule 145 of the Securities Act or a registration on Form S-8 or any successor forms thereto), whether or not for sale for the Company’s own account, the Company will give prompt written notice of such proposed filing registration to all Holders Shareholders at least 15 30 days before the anticipated filing date. Such notice shall offer such Holders Shareholders the opportunity to register such amount of Registrable Securities as they shall request (a “Piggyback Registration”). Subject to Section 3(b) hereof, the The Company shall use commercially reasonable efforts to include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 20 days after such notice has been given by the Company to the HoldersShareholders. If the Registration Statement registration statement relating to the Piggyback Registration is for an underwritten offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Each Holder The Shareholder shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective time of such Piggyback RegistrationRegistration on one occasion and in exercising such Piggyback Registration the Shareholder shall not be deemed to have exercised its rights under this Section 3.1. The right of any Shareholder to a Piggyback Registration shall be conditioned upon such Shareholder entering into an underwriting agreement in customary form with the managing underwriter or underwriters for such registered offering. No registration pursuant to this ARTICLE III will relieve the Company of its obligations to register Registrable Securities pursuant to a Demand Registration contemplated by ARTICLE II hereof. The rights to Piggyback Registration may be exercised an unlimited number of occasions.

Right to Piggyback Registrations. Whenever the Company or another party having registration rights proposes that the Company register any of the Company’s equity securities under the Securities Act (other than a registration on Form S-4 relating solely to a transaction described in Rule 145 of the Securities Act or a registration on Form S-8 or any successor forms thereto), whether or not for sale for the Company’s own account, the Company will give prompt written notice of such proposed filing to all Holders at least 15 days before the anticipated filing date. Such notice shall offer such Holders the opportunity to register such amount of Registrable Securities as they shall request (a “Piggyback Registration”). Subject to Section 3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 10 days after such notice has been given by the Company to the Holders. If the Registration Statement relating to the Piggyback Registration is for an underwritten offering, such Registrable Securities shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Each Holder shall be permitted to withdraw all or part of the Registrable Securities from a Piggyback Registration at any time prior to the effective time of such Piggyback Registration. Notwithstanding the above Section 3(a), the Company shall not be required to provide any notice as set forth in this Section 3(a) to non-Affiliate Holders or include any Registrable Securities held by non-Affiliate Holders in any non-underwritten Piggy-Back Registration.