Common use of Right to Piggyback Registrations Clause in Contracts

Right to Piggyback Registrations. Whenever the Company proposes to register any of its share capital (or securities convertible into or exchangeable or exercisable for any shares of share capital) under the Securities Act or the securities laws or any other jurisdiction (other than a Registration Statement on Form S-4 or Form S-8 or any successor form thereto or such other registration statement in another jurisdiction exclusively relating to the sale of securities of employees issued pursuant to an employee incentive plan), the Company will give prompt written notice (in any event within ten (10) days after its receipt of notice of any exercise of other demand registration rights and at least thirty (30) days prior to the anticipated filing date) to the Holders of Registrable Securities of its intention to effect such a registration, which will specify the proposed offering price (if determined at the time) the kind and number of securities to be registered and the distribution arrangement. The Company will use its reasonable best efforts to include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) days after the receipt of the Company’s notice by such Holders (or at such later time if the Company and the process of such registration will not be materially prejudiced thereby); provided, that if such registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities requested to be included exceeds the number of securities which can be sold in such offering without materially adversely affecting such sale, the Company will include in such registration the number of Registrable Securities requested to be included which in the opinion of such managing underwriters can be sold, pro rata among the respective Holders of such Registrable Securities on the basis of the amount of such securities owned by such Holders of Registrable Securities as of the date of the Company’s notice. A request pursuant to this Section 5.2 shall state the number of Registrable Securities requested to be registered. In connection with any registration subject to this Section 5.2, the Holders of Registrable Securities included in such registration shall enter into such underwriting, lockup and other agreements, and shall execute and complete such questionnaires and other documents, as are customary in a secondary offering. All registrations requested pursuant to this Section 5.2(a) are referred to herein as “Piggyback Registrations”. No registration effected under this Section 5.2 shall relieve the Company of its obligation to effect a Demand Registration pursuant to Section 5.1.

Right to Piggyback Registrations. Whenever At any time after the receipt by the Shareholders of the shares of Common Stock issued to the Shareholders pursuant to the Purchase Agreement, whenever the Company or another party having registration rights proposes to that the Company register any of its share capital (or the Company’s equity securities convertible into or exchangeable or exercisable for any shares of share capital) under the Securities Act or the securities laws or for any other jurisdiction reason (other than a Registration Statement registration on Form S-4 or Form S-8 or any successor form thereto forms thereto), whether or such other registration statement in another jurisdiction exclusively relating to not for sale for the sale of securities of employees issued pursuant to an employee incentive plan)Company’s own account, the Company will give prompt written notice (in any event within ten (10) days after its receipt of notice of any exercise of other demand such proposed registration rights and to all Shareholders at least thirty (30) 30 days prior to before the anticipated filing date) . Such notice shall offer such Shareholders the opportunity to the Holders register such amount of Registrable Securities of its intention to effect such as they shall request (a registration, which will specify the proposed offering price (if determined at the time) the kind and number of securities to be registered and the distribution arrangement“Piggyback Registration”). The Company will shall use its commercially reasonable best efforts to include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) 20 days after the receipt of the Company’s notice has been given by such Holders (or at such later time if the Company and to the process of such Shareholders. If the registration will not be materially prejudiced thereby); provided, that if such registration statement relating to the Piggyback Registration is for an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities requested to be included exceeds the number of securities which can be sold in such offering without materially adversely affecting such saleoffering, the Company will include in such registration the number of Registrable Securities requested to be included which in the opinion of such managing underwriters can be sold, pro rata among the respective Holders of such Registrable Securities shall be included in the underwriting on the basis same terms and conditions as the securities otherwise being sold through the underwriters. The Shareholder shall be permitted to withdraw all or part of the amount Registrable Securities from a Piggyback Registration prior to the effective time of such securities owned by Piggyback Registration on one occasion and in exercising such Holders Piggyback Registration the Shareholder shall not be deemed to have exercised its rights under this Section 3.1. The right of Registrable Securities as of any Shareholder to a Piggyback Registration shall be conditioned upon such Shareholder entering into an underwriting agreement in customary form with the date of the Company’s noticemanaging underwriter or underwriters for such registered offering. A request No registration pursuant to this Section 5.2 shall state the number of Registrable Securities requested to be registered. In connection with any registration subject to this Section 5.2, the Holders of Registrable Securities included in such registration shall enter into such underwriting, lockup and other agreements, and shall execute and complete such questionnaires and other documents, as are customary in a secondary offering. All registrations requested pursuant to this Section 5.2(a) are referred to herein as “Piggyback Registrations”. No registration effected under this Section 5.2 shall ARTICLE III will relieve the Company of its obligation obligations to effect register Registrable Securities pursuant to a Demand Registration pursuant contemplated by ARTICLE II hereof. The rights to Section 5.1Piggyback Registration may be exercised an unlimited number of occasions.

Right to Piggyback Registrations. Whenever At any time after the receipt by the Shareholders of any shares of Common Stock issuable pursuant to the Note Purchase Agreement or the Option Agreement or pursuant to the exercise of the Warrants, whenever the Company or another party having registration rights proposes to that the Company register any of its share capital (or the Company’s equity securities convertible into or exchangeable or exercisable for any shares of share capital) under the Securities Act or the securities laws or for any other jurisdiction reason (other than a Registration Statement registration on Form S-4 or Form S-8 or any successor form thereto forms thereto), whether or such other registration statement in another jurisdiction exclusively relating to not for sale for the sale of securities of employees issued pursuant to an employee incentive plan)Company’s own account, the Company will give prompt written notice (in any event within ten (10) days after its receipt of notice of any exercise of other demand such proposed registration rights and to all Shareholders at least thirty (30) days prior to before the anticipated filing date) . Such notice shall offer such Shareholders the opportunity to the Holders register such amount of Registrable Securities of its intention to effect such as they shall request (a registration, which will specify the proposed offering price (if determined at the time) the kind and number of securities to be registered and the distribution arrangement“Piggyback Registration”). The Company will shall use its reasonable best efforts to include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) 20 days after the receipt of the Company’s notice has been given by such Holders (or at such later time if the Company and to the process of such Shareholders. If the registration will not be materially prejudiced thereby); provided, that if such registration statement relating to the Piggyback Registration is for an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities requested to be included exceeds the number of securities which can be sold in such offering without materially adversely affecting such saleoffering, the Company will include in such registration the number of Registrable Securities requested to be included which in the opinion of such managing underwriters can be sold, pro rata among the respective Holders of such Registrable Securities shall be included in the underwriting on the basis same terms and conditions as the securities otherwise being sold through the underwriters. The Shareholder shall be permitted to withdraw all or part of the amount Registrable Securities from a Piggyback Registration prior to the effective time of such securities owned by Piggyback Registration on three occasions and in exercising such Holders Piggyback Registration the Shareholder shall not be deemed to have exercised its rights under this Section 3.1. The right of Registrable Securities as of any Shareholder to a Piggyback Registration shall be conditioned upon such Shareholder entering into an underwriting agreement in customary form with the date of the Company’s noticemanaging underwriter or underwriters for such registered offering. A request No registration pursuant to this Section 5.2 shall state the number of Registrable Securities requested to be registered. In connection with any registration subject to this Section 5.2, the Holders of Registrable Securities included in such registration shall enter into such underwriting, lockup and other agreements, and shall execute and complete such questionnaires and other documents, as are customary in a secondary offering. All registrations requested pursuant to this Section 5.2(a) are referred to herein as “Piggyback Registrations”. No registration effected under this Section 5.2 shall Article III will relieve the Company of its obligation obligations to effect a Demand Registration register Registrable Securities pursuant to Section 5.1Article II hereof. The rights to Piggyback Registration may be exercised an unlimited number of occasions.

Right to Piggyback Registrations. Whenever If, at any time subsequent to the IPO, the Company or another party having registration rights proposes to that the Company register any of its share capital (or the Company’s equity securities convertible into or exchangeable or exercisable for any shares of share capital) under the Securities Act or the securities laws or any other jurisdiction (other than on a Registration Statement on Form S-4 or Form S-8 or any successor form thereto or such other that would be suitable for a registration statement in another jurisdiction exclusively relating to the sale of securities of employees issued pursuant to an employee incentive plan)Registrable Securities, the Company will give prompt written notice (in any event within ten (10) days after its receipt of notice of any exercise of other demand such proposed registration rights and to all Holders at least thirty (30) twenty days prior to the anticipated filing date) to . Such notice shall offer the Holders the opportunity to register some or all of their Registrable Securities of its intention in the registration (a “Piggyback Registration”). Subject to effect such a registrationSection 3(b), which will specify the proposed offering price (if determined at the time) the kind and number of securities to be registered and the distribution arrangement. The Company will use its reasonable best efforts to shall include in such registration 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 are delivered to the Company within twenty (20) ten days after the receipt of the Company’s notice by such Holders (or at such later time if the Company and the process of such registration will not be materially prejudiced thereby); provided, that if such registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities requested to be included exceeds the number of securities which can be sold in such offering without materially adversely affecting such sale, the Company will include in such registration the number of Registrable Securities requested to be included which in the opinion of such managing underwriters can be sold, pro rata among the respective Holders of such Registrable Securities on the basis of the amount of such securities owned by such Holders of Registrable Securities as of the date delivery of the Company’s notice. A request pursuant If the Registration Statement relating to this Section 5.2 shall state the number of Piggyback Registration is for an underwritten offering, such Registrable Securities requested shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Subject to be registered. In the terms of any underwriting agreement entered into in connection with the offering, each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any registration subject time prior to this Section 5.2the 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 of Registrable Securities included participating in such a registration shall enter into such underwriting, lockup if it intends to keep the Registration Statement effective and other agreements, and shall execute and complete such questionnaires and other documents, as are customary in a secondary offering. All registrations requested pursuant to this Section 5.2(a) are referred to herein as “Piggyback Registrations”. No registration effected under this Section 5.2 shall relieve the Company of its obligation to effect a Demand Registration pursuant to Section 5.1usable for less than 90 days.

Right to Piggyback Registrations. Whenever the Company or another party having registration rights proposes to that the Company register any of its share capital (or the Company’s equity securities convertible into or exchangeable or exercisable for any shares of share capital) under the Securities Act or the securities laws or for any other jurisdiction reason (other than a Registration Statement registration on Form S-4 or Form S-8 or any successor form thereto forms thereto), whether or such other registration statement in another jurisdiction exclusively relating to not for sale for the sale of securities of employees issued pursuant to an employee incentive plan)Company’s own account, the Company will give prompt written notice (in any event within ten (10) days after its receipt of notice of any exercise of other demand such proposed registration rights and to all Shareholders at least thirty (30) 30 days prior to before the anticipated filing date) . Such notice shall offer such Shareholders the opportunity to the Holders register such amount of Registrable Securities of its intention to effect such as they shall request (a registration, which will specify the proposed offering price (if determined at the time) the kind and number of securities to be registered and the distribution arrangement“Piggyback Registration”). The Company will shall use its commercially reasonable best efforts to include in each such registration Piggyback Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) 20 days after the receipt of the Company’s notice has been given by such Holders (or at such later time if the Company and to the process of such Shareholders. If the registration will not be materially prejudiced thereby); provided, that if such registration statement relating to the Piggyback Registration is for an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities requested to be included exceeds the number of securities which can be sold in such offering without materially adversely affecting such saleoffering, the Company will include in such registration the number of Registrable Securities requested to be included which in the opinion of such managing underwriters can be sold, pro rata among the respective Holders of such Registrable Securities shall be included in the underwriting on the basis same terms and conditions as the securities otherwise being sold through the underwriters. The Shareholder shall be permitted to withdraw all or part of the amount Registrable Securities from a Piggyback Registration prior to the effective time of such securities owned by Piggyback Registration on one occasion and in exercising such Holders Piggyback Registration the Shareholder shall not be deemed to have exercised its rights under this Section 3.1. The right of Registrable Securities as of any Shareholder to a Piggyback Registration shall be conditioned upon such Shareholder entering into an underwriting agreement in customary form with the date of the Company’s noticemanaging underwriter or underwriters for such registered offering. A request No registration pursuant to this Section 5.2 shall state the number of Registrable Securities requested to be registered. In connection with any registration subject to this Section 5.2, the Holders of Registrable Securities included in such registration shall enter into such underwriting, lockup and other agreements, and shall execute and complete such questionnaires and other documents, as are customary in a secondary offering. All registrations requested pursuant to this Section 5.2(a) are referred to herein as “Piggyback Registrations”. No registration effected under this Section 5.2 shall ARTICLE III will relieve the Company of its obligation obligations to effect register Registrable Securities pursuant to a Demand Registration pursuant contemplated by ARTICLE II hereof. The rights to Section 5.1Piggyback Registration may be exercised an unlimited number of occasions.

Right to Piggyback Registrations. Whenever If the Company or another party having registration rights (other than a Holder) proposes to that the Company register any of its share capital (or the Company’s equity securities convertible into or exchangeable or exercisable for any shares of share capital) under the Securities Act or the securities laws or any other jurisdiction (other than on a Registration Statement on Form S-4 or Form S-8 or any successor form thereto or such other that would be suitable for a registration statement in another jurisdiction exclusively relating to the sale of securities of employees issued pursuant to an employee incentive plan)Registrable Securities, the Company will give prompt written notice (in any event within ten (10) days after its receipt of notice of any exercise of other demand such proposed registration rights and to all Holders at least thirty (30) twenty days prior to the anticipated filing date) to . Such notice shall offer the Holders the opportunity to register some or all of their Registrable Securities of its intention in the registration (a “Piggyback Registration”). Subject to effect such a registrationSection 3(b), which will specify the proposed offering price (if determined at the time) the kind and number of securities to be registered and the distribution arrangement. The Company will use its reasonable best efforts to shall include in such registration 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 are delivered to the Company within twenty (20) ten days after the receipt of the Company’s notice by such Holders (or at such later time if the Company and the process of such registration will not be materially prejudiced thereby); provided, that if such registration is an underwritten offering and the managing underwriters advise the Company in writing that in their opinion the number of Registrable Securities requested to be included exceeds the number of securities which can be sold in such offering without materially adversely affecting such sale, the Company will include in such registration the number of Registrable Securities requested to be included which in the opinion of such managing underwriters can be sold, pro rata among the respective Holders of such Registrable Securities on the basis of the amount of such securities owned by such Holders of Registrable Securities as of the date delivery of the Company’s notice. A request pursuant If the Registration Statement relating to this Section 5.2 shall state the number of Piggyback Registration is for an underwritten offering, such Registrable Securities requested shall be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. Subject to be registered. In the terms of any underwriting agreement entered into in connection with the offering, each Holder shall be permitted to withdraw all or part of its Registrable Securities from a Piggyback Registration at any registration subject time prior to this Section 5.2the 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 of Registrable Securities included participating in such a registration if it intends to keep the Registration Statement effective and usable for less than 90 days. The Holders shall enter into such underwriting, lockup and other agreements, and shall execute and complete such questionnaires and other documents, as are customary in a secondary offering. All registrations requested pursuant to this Section 5.2(a) are referred to herein as “have unlimited Piggyback Registrations”. No registration effected under this Section 5.2 shall relieve the Company of its obligation to effect a Demand Registration pursuant to Section 5.1rights.