Common use of Right to Piggyback Clause in Contracts

Right to Piggyback. If at any time the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares for its own account (other than a registration statement (i) on Form S-8 or any successor form thereto, (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition or similar corporate transaction) or for the account of any holder of securities of the same type as the Registrable Shares, then the Company shall give written notice of such proposed filing to the Holders at least 30 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such number of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 2(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 20 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration.

Right to Piggyback. If at any time the Company proposes to file a registration statement for Common Stock under the Securities Act with respect to a public offering of securities of by the same type as the Registrable Shares Company for its own account (other than a registration statement (i) on Form S-8 or any successor form thereto, (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition or similar corporate transaction) or for the account of any other Person who is a holder of securities of the same type as the Registrable SharesSecurities (other than a registration statement (i) relating solely to employee benefit plans, (ii) relating solely to a Rule 145 transaction under the Securities Act or (iii) which does not permit secondary sales or does not include substantially the same information as would be required to be included in a Registration Statement), then the Company shall give written notice of such proposed filing to the Holders at least 30 fifteen (15) days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such number amount of Registrable Shares Securities as they may request (a "“Piggyback Registration"”). Subject to Section 2(b) hereof4(b), the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 20 ten (10) days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares Securities of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration.

Right to Piggyback. If at any time the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares for its own account (other than a registration statement (i) on Form S-8 or any successor form thereto, (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition or similar corporate transaction) or for the account of any holder of securities of the same type as the Registrable Shares, then the Company shall give written notice of such proposed filing to the Holders at least 30 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such number amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 2(b3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 20 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration.

Right to Piggyback. If at any time the Company proposes to file a registration statement under the Securities 1933 Act with respect to a public offering by the Company of securities of the same type as the Registrable Shares for its own account Securities (other than a registration statement (i) on Form S-8 or Form S-4 or any successor form forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or an employee benefit plan covering officers or directors of the Company or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition or similar corporate transaction) or for the account of any holder of securities of the same type as the Registrable SharesAffiliates), then the Company shall give written notice of such proposed filing to the Holders (other than, in the event of a Registration pursuant to Section 2, to any Holder intending to include Registrable Securities in such Registration) at least 30 fifteen (15) days before the anticipated filing date. Such notice shall offer the such Holders the opportunity to register such number amount of Registrable Shares Securities as they may request (a "“Piggyback Registration"”). Subject to Section 2(b) hereof3(b), the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 20 days after notice has been given to on or before the Holdersfifth (5th) Business Day before the contemplated Registration. Each such Holder shall be permitted to withdraw all or any portion of the Registrable Shares Securities of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration.

Right to Piggyback. If at any time the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares for its own account (other than a registration statement (i) on Form S-8 or any successor form thereto, (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition or similar corporate transaction) or for the account of any holder of securities of the same type as the Registrable Shares, then the Company shall give written notice of such proposed filing to the Holders at least 30 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such number amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 2(b3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 20 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration.Registrable

Right to Piggyback. If at any time the Company proposes to file a registration statement register any shares of Common Stock under the Securities Act with respect on a form which would permit registration of Registrable Securities for sale to the public, or publicly sell under a public offering of securities of the same type as the Registrable Shares Shelf Registration Statement, for its own account and/or for the account of any other Person for sale in a Public Offering (other than a registration statement (i) on Form S-8 X-0, Xxxx X-0 or any successor form forms thereto), (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates or (iii) on Form S-4 or any successor form theretothen, in connection with a mergereach such time, acquisition or similar corporate transaction) or for the account of any holder of securities of the same type as the Registrable Shares, then the Company shall give prompt written notice of its intention to effect such proposed filing a registration or sale (the “Piggyback Notice”) to all of the Holders at least 30 days before the anticipated filing dateholders of Registrable Securities. Such notice The Piggyback Notice shall offer the Holders such holders of Registrable Securities the opportunity to register include in such registration or sale the number of Registrable Shares Securities as they each such holder may request (a "“Piggyback Registration"”). Subject to Section 2(b3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 20 fifteen (15) days after notice has been given to the Holdersapplicable holder. Each Holder Xxxxxx Xxxxxxxx shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior have rights under this Agreement solely with respect to the effective date of such Piggyback Registrationpiggyback rights contained in this Section 3.

Right to Piggyback. If at any time the Company proposes to file a registration statement statement, or effectuate a Shelf Takedown, under the Securities Act with respect to a public offering by the Company for its own account or for the account of any other Person who is a holder of securities of the same type as the Registrable Shares for its own account Securities (other than a registration statement (i) on Form S-8 or Form S-4 or any successor form forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or an employee benefit plan covering officers or directors of the Company or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition or similar corporate transaction) or for the account of any holder of securities of the same type as the Registrable Sharesplan), then the Company shall give written notice of such proposed filing to the Holders at least 30 fifteen (15) days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such number amount of Registrable Shares Securities as they may request (a "“Piggyback Registration")”) or in the case of a Shelf Takedown, participate in such Shelf Takedown. Subject to Section 2(b) hereof4(b), the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 20 ten (10) days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares Securities of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration.

Right to Piggyback. If at any time after the Company proposes has closed an IPO, the Company shall propose to file a registration statement register shares of Common Stock under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares for its own account (other than in a registration statement (i) on relating solely to sales of securities to participants in a Company dividend reinvestment plan, or Form S-4 or S-8 or any successor form theretoor in connection with an acquisition or exchange offer or an offering of securities solely to the existing shareholders or employees of the Company), the Company (i) will give prompt written notice to all Holders of Registrable Securities of its intention to effect such a registration and (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition or similar corporate transaction) or for the account of any holder of securities of the same type as the Registrable Shares, then the Company shall give written notice of such proposed filing to the Holders at least 30 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such number of Registrable Shares as they may request (a "Piggyback Registration"). Subject subject to Section 2(b) hereofand Section 3(b) and the other terms of this Agreement, will include in such registration all Registrable Securities which are permitted under applicable securities laws to be included in the form of registration statement selected by the Company shall include in each such Piggyback Registration all Registrable Shares and with respect to which the Company has received written requests for inclusion therein within 20 30 days after the receipt of the Company's notice has been given (each, a "Piggyback Registration"); provided, however, that the Company shall not be obligated to include Registrable Securities of a Holder eligible for resale into the Holderspublic market without regard to volume limitations under Rule 144(k) promulgated under the Securities Act. Each Holder shall The Holders will be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration.

Right to Piggyback. If at any time upon the earlier to occur of: (i) after 60 days subsequent to the termination of the effectiveness of the Shelf Registration Statement effected pursuant to Section 2 prior to the expiration of the periods set forth in Section 2(a)(ii), or (ii) if the Shelf Registration Statement has not been declared effective on or before March 16, 1999, and the Company proposes to file a registration statement under the Securities 1933 Act with respect to a public offering of securities of the same type as the Registrable Shares (except on Form S-4, Xxxx X-0 xx any successor forms thereto), whether or not for its own account (other than a registration statement (i) on Form S-8 or any successor form thereto, (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition or similar corporate transaction) or for the account of any holder of securities of the same type as the Registrable Shareseffected pursuant to Section 2.a hereof), then the Company shall give written notice of such proposed filing to the Holders at least 30 thirty days before the anticipated filing dateeffective date (the "Piggyback Notice"). Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register such number amount of Registrable Registerable Shares as they each such holder may request (a "Piggyback Registration"). Any such request shall be made by the Holder no later than 10 days after receipt of the Piggyback Notice. Subject to Section 2(b2.2(e)(ii) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect requested to which be included in the Company has received written requests registration for inclusion therein within 20 days after notice has been given to the Holderssuch offering. Each Holder The holders of Registrable Shares shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration.

Right to Piggyback. If at any time the Company proposes to file a registration statement register any Ordinary Shares under the Securities Act with respect to (other than on a public offering of securities of Registration Statement on Form X-0, Xxxx X-0, Form F-8 or Form S-8) at any time until the same type as the first date on which there are no Registrable Shares outstanding, whether for its own account (other than a registration statement (i) on Form S-8 or any successor form thereto, (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition or similar corporate transaction) or for the account of one or more holders of Ordinary Shares (excluding any holder Demand Registration pursuant to Section 3.1, which shall be governed exclusively by Section 3.1, and any F-3 Registration pursuant to Section 3.3, which shall be governed exclusively by Section 3.3), and the form of securities Registration Statement is suitable for the registration of the same type as the Registrable SharesShares (a “Piggyback Registration”), then the Company shall give written notice of such proposed filing to the Designated Holders at least 30 thirty (30) days before the anticipated filing date. Such notice shall offer the Holders the opportunity date of its intention to register effect such number of Registrable Shares as they may request (a "Piggyback Registration"registration and, subject to Sections 3.2(c) and 3.2(d). Subject to Section 2(b) hereof, the Company shall include in each such Piggyback Registration Statement and in any offering of Ordinary Shares to be made pursuant to that Registration Statement all Registrable Shares with respect that any Designated Holder may request to which be included in writing to the Company has received Company; provided that such written requests for inclusion therein within 20 request by a Designated Holder must be made no later than ten (10) days after notice has been given to the Holders. Each receipt by such Designated Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a notice. The Company shall have no obligation to proceed with any Piggyback Registration and may abandon, terminate and/or withdraw the Piggyback Registration for any reason at any time prior to the effective date of such Piggyback Registrationpricing thereof.

Right to Piggyback. If at any time after the date hereof, the Company proposes to file a registration statement Registration Statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares for its own account Shares, whether as a result of a primary or secondary offering of such securities or pursuant to registration rights granted to holders of other such securities of the Company (other than a registration statement Registration Statement (i) on Form S-4 or Form S-8 or any successor form forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition or similar corporate transactionAffiliates) or for the account of any holder of securities of the same type as the Registrable SharesShares or the securities into which the Registrable Shares then are convertible (to the extent that the Company has the right to include Registrable Shares in any Registration Statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders Investor at least 30 thirty (30) days before the anticipated filing date. Such notice shall offer the Holders Investor the opportunity to register such number amount of Registrable Shares as they may request (a "“Piggyback Registration"”). Subject to Section 2(b) hereof), the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 20 fifteen (15) days after notice has been given to the HoldersInvestor. Each Holder Investor shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder Investor from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration.

Right to Piggyback. If at any time After the Company consummation of an IPO but subject to Section 9 below, whenever the Corporation proposes to file a registration statement register Common Stock under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares for its own account (other than pursuant to a registration statement (i) filed on Form S-8 or any successor form theretoForm S-4, (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates or (iii) on Form S-4 or any successor form theretoforms, or otherwise filed in connection with a merger, acquisition acquisition, exchange offer or similar corporate transaction) other business combination transaction or for the account of any holder an offering of securities of the same type as the Registrable Shares, then the Company shall give written notice of such proposed filing solely to the Holders at least 30 days before the anticipated filing date. Such notice shall offer the Holders the opportunity Corporation's existing security holders or employees) whether for sale on its own account or pursuant to register such number a demand for registration by other holders of Registrable Shares as they may request shares of Common Stock (a "Piggyback Registration"). Subject to Section 2(b) hereof, the Company shall Corporation will give prompt written notice to all holders of the Purchaser Registrable Shares of its intention to effect such a Piggyback Registration and will include in each such Piggyback Registration registration all Purchaser Registrable Shares (subject to, and in accordance with, the priorities set forth in Sections 2.2 and Section 2.3 below) with respect to which the Company Corporation has received written requests for inclusion therein in such registration within 20 twenty (20) days after the Corporation's notice. Notwithstanding the foregoing, if a Piggyback Registration is not an underwritten registration, the Corporation shall not be required to include any Purchaser Registrable Shares held by any Person in such Piggyback Registration if such Person at the time of such notice has been given to the Holders. Each Holder shall would be permitted to withdraw sell all or any portion of the Purchaser Registrable Shares of held by such Holder from a Piggyback Registration at any time prior Person, without registration, pursuant to the effective date of such Piggyback RegistrationRule 144.

Right to Piggyback. If at any time after consummation of the Initial Public Offering, the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares for its own account (other than a registration statement (i) on Form S-8 or any successor form thereto, (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates Affiliates, or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition or similar corporate transaction) or for the account of any holder of securities of the same type as the Registrable Shares, then the Company shall give written notice of such proposed filing to the Holders at least 30 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such number amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 2(b3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 20 days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration.Piggyback

Right to Piggyback. If at any time upon the earlier to occur of: (i) after 60 days subsequent to the termination of the effectiveness of the Shelf Registration Statement effected pursuant to Section 2 prior to the expiration of the periods set forth in Section 2(a)(ii), or (ii) if the Shelf Registration Statement has not been declared effective on or before March 16, 1999, and the Company proposes to file a registration statement under the Securities 1933 Act with respect to a public offering of securities of the same type as the Registrable Shares (except on Form X-0, Xxxx X-0 or any successor forms thereto), whether or not for its own account (other than a registration statement (i) on Form S-8 or any successor form thereto, (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition or similar corporate transaction) or for the account of any holder of securities of the same type as the Registrable Shareseffected pursuant to Section 2.a hereof), then the Company shall give written notice of such proposed filing to the Holders at least 30 thirty days before the anticipated filing dateeffective date (the "Piggyback Notice"). Such notice The Piggyback Notice shall offer the Holders such holders the opportunity to register such number amount of Registrable Registerable Shares as they each such holder may request (a "Piggyback Registration"). Any such request shall be made by the Holder no later than 10 days after receipt of the Piggyback Notice. Subject to Section 2(b2(e)(ii) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect requested to which be included in the Company has received written requests registration for inclusion therein within 20 days after notice has been given to the Holderssuch offering. Each Holder The holders of Registrable Shares shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration.

Right to Piggyback. If at At any time (i) during the Company period beginning on the Closing Date and ending on the date on which the Shelf Registration Statement is declared effective and (ii) during the period of any outstanding Registration Default under Section 7(b), whenever Parent proposes to file publicly sell in an underwritten offering or register for sale any of its common stock in an underwritten registration pursuant to a registration statement (a “Piggyback Registration Statement”) under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares for its own account (other than a registration statement (i) on Form S-8 or any successor form theretoForm S-4, (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates or (iii) on Form S-4 or any successor form theretoor, in connection with a mergereach case, acquisition or pursuant to any similar corporate transaction) successor forms thereto), whether for its own account or for the account of any holder one or more security holders of securities of the same type as the Registrable SharesParent (a “Piggyback Registration”), then the Company Parent shall give written notice to each Holder at least ten (10) days prior to the initial filing of such proposed filing Piggyback Registration Statement or the date of the commencement of any such offering of its intention to the Holders at least 30 days before the anticipated filing date. Such notice shall offer the Holders the opportunity effect such sale or registration and, subject to register such number of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 2(b) hereofSections 3b and 3c herein, the Company shall include in each such Piggyback Registration Statement all Registrable Shares Securities with respect to which the Company Parent has received a written requests for inclusion therein within 20 days after notice has been given to the request from Holders. Each Holder A Holder’s right to participate in any Piggyback Registration shall be permitted to withdraw all or any portion of conditioned on the Registrable Shares of such Holder from a Piggyback Registration at any time prior to entering into an underwriting agreement in customary form and acting in accordance with the effective date of such Piggyback Registrationterms and conditions thereof.

Right to Piggyback. If at any time the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares for its own account (other than a registration statement (i) on Form S-8 or any successor form thereto, (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition or similar corporate transaction) or for the account of any holder of securities of the same type as the Registrable Shares, then the Company shall give written notice of such proposed filing to the Holders Rosenthal at least 30 days before the anticipated filing date. Such notice Sxxx xxxxxe shall offer the Holders Rosenthal the opportunity to register such number amount of Registrable Shares as they Shaxxx xx xx may request (a "Piggyback Registration"). Subject to Section 2(b3(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 20 days after notice has been given to the HoldersRosenthal. Each Holder Rosenthal shall be permitted to withdraw all or any portion of the Registrable poxxxxx xx its Xxxxxxxable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration.

Right to Piggyback. If at any time Whenever the Company Corporation proposes to file a registration statement register Common Stock under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares for its own account (other than pursuant to a registration statement (i) filed on Form S-8 or any successor form theretoForm S-4, (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates or (iii) on Form S-4 or any successor form theretoforms, or otherwise filed in connection with a merger, acquisition acquisition, exchange offer or similar corporate transactionother business combination transaction or an offering of securities solely to the Corporation's existing security holders or employees) whether for sale on its own account or pursuant to a demand for registration by other holders of shares of Common Stock, and the registration form to be used may be used for the account registration of any holder of securities of the same type as the Registrable Shares, then the Company shall give written notice of such proposed filing to the Holders at least 30 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such number of Purchaser Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 2(b) hereof, the Company shall Corporation will give prompt written notice to all holders of the Purchaser Registrable Shares of its intention to effect such a registration and will include in each such Piggyback Registration registration all Purchaser Registrable Shares (subject to, and in accordance with, the priorities set forth in Sections 2.2 and Section 2.3 below) with respect to which the Company Corporation has received written requests for inclusion therein within 20 twenty (20) days after notice has been given the Corporation's notice. Notwithstanding the foregoing, if a Piggyback Registration is not an underwritten registration, the Corporation shall not be required to include any Purchaser Registrable Shares held by any Person in such Piggyback Registration if such Person at the Holders. Each Holder shall time of the filing of the registration statement for such Piggyback Registration would be permitted to withdraw sell all or any portion of the Purchaser Registrable Shares of held by such Holder from a Piggyback Registration at any time prior Person, without registration, pursuant to the effective date of such Piggyback RegistrationRule 144.

Right to Piggyback. If at any time the Company Whenever Holdings proposes to file a registration statement register any of its equity securities under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares for its own account (other than pursuant to a Demand Registration (which is addressed in Section 1, above, rather than this Section 2) or a registration statement (i) on Form S-4 or S-8 or any successor form thereto, (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition or similar corporate transactionforms) or and the registration form to be used may be used for the account of any holder of securities of the same type as the Registrable Shares, then the Company shall give written notice of such proposed filing to the Holders at least 30 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such number registration of Registrable Shares as they may request Securities (a "Piggyback Registration"). Subject , whether or not for sale for its own account, Holdings will give prompt written notice to Section 2(ball holders of Registrable Securities of its intention to effect such a registration and, subject to Sections 2(c) hereofand 2(d) below, the Company shall will include in each such Piggyback Registration registration all Registrable Shares Securities with respect to which the Company Holdings has received written requests for inclusion therein within 20 fifteen (15) days after notice has been given the receipt of Holdings' notice; provided that with respect to any Piggyback Registration, the Holders. Each Holder shall be permitted to withdraw all or any portion holders of a majority of the Registrable Shares Securities shall have the right to waive and forego, as against themselves and all other holders of Registrable Securities, the inclusion of any Registrable Securities in such Holder from a Piggyback Registration at any time prior to the effective date of on a pro rata basis for all such Piggyback RegistrationRegistrable Securities.

Right to Piggyback. If at any time the Company proposes shall propose to file a registration statement register shares of Common Stock under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares for its own account (other than in a registration statement (i) on Form S-3 relating to sales of securities to participants in a Company dividend reinvestment plan, or Form S-4 or S-8 or any successor form theretoor in connection with an acquisition or exchange offer or an offering of securities solely to the existing shareholders or employees of the Company), the Company (i) will give prompt written notice to all Holders of Registrable Securities of its intention to effect such a registration and (ii) filed solely subject to Section 3(b) and the other terms of this Agreement, will include in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors such registration all Registrable Securities which are permitted under applicable securities laws to be included in the form of registration statement selected by the Company or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition or similar corporate transaction) or for the account of any holder of securities of the same type as the Registrable Shares, then the Company shall give written notice of such proposed filing to the Holders at least 30 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such number of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 2(b) hereof, the Company shall include in each such Piggyback Registration all Registrable Shares and with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company's notice has been given to the Holders(each, a "Piggyback Registration"). Each Holder shall The Holders will be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration. The rights granted to the Holders in this Section 3 do not apply to (i) the registration of shares relating to the Company's previously announced equity drawdown financing facility expected to be filed in the first calendar quarter of 2001, and (ii) any registration statements that have been filed as of the date hereof and have not yet been declared effective.

Right to Piggyback. If at any time during the Registration ------------------ Period the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares pursuant to a firm commitment underwritten offering solely for cash for its own account (other than a registration statement (i) on Form S-8 or any successor form forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition or similar corporate transactionAffiliates) or for the account of any holder of securities of the same type as the Registrable Shares, then the Company shall give written notice of such proposed filing to the Holders at least 30 15 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such number amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 2(b) ---------------------- hereof, the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 20 10 days after receipt of notice has been given to by the Holders. Each Holder shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration.

Right to Piggyback. If at any time after the date hereof, the Company proposes to file a registration statement under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares for its own account Shares, whether as a result of a primary or secondary offering of such securities or pursuant to registration rights granted to holders of other such securities of the Company (other than a registration statement (i) on Form S-4 or Form S-8 or any successor form forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition or similar corporate transactionAffiliates) or for the account of any holder of securities of the same type as the Registrable SharesShares or the securities into which the Registrable Securities then are convertible (to the extent that the Company has the right to include Registrable Shares in any registration statement to be filed by the Company on behalf of such holder), then the Company shall give written notice of such proposed filing to the Holders Investors at least 30 thirty (30) days before the anticipated filing date. Such notice shall offer the Holders Investors the opportunity to register such number amount of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 2(b) hereof), the Company shall include in each such Piggyback Registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 20 fifteen (15) days after notice has been given to the HoldersInvestors. Each Holder Investor shall be permitted to withdraw all or any portion of the Registrable Shares of such Holder Investor from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration.

Right to Piggyback. If at any time Whenever Common Shares of the Company proposes are to file a registration statement be registered under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares for its own account (other than pursuant to a Demand Registration and other than pursuant to a registration statement (i) on Form S-8 or any successor form thereto, (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Company or its Affiliates or (iii) on Form S-4 or any Form S-8 or successor forms) and the registration form thereto, in connection with a merger, acquisition or similar corporate transaction) or to be used may be used for the account registration of Registrable Shares (a “Piggyback Registration”), the Company will give prompt written notice (and in any event within three business days after its receipt of notice of any holder exercise of securities demand registration rights by holders of the same type as Company’s securities other than the Registrable Shares, then Shares and at least 20 days prior to the Company shall give written notice filing of such proposed filing any registration statement) to the Holders at least 30 days before the anticipated filing date. Such notice shall offer the Holders the opportunity of its intention to register effect such number of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 2(b) hereof, the Company shall registration and will include in each such Piggyback Registration registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 20 10 days after the Company’s notice has been given given, subject to Sections 3(b) and 3(c) hereof. The Company will have the Holdersright to select the managing underwriters in any underwritten Piggyback Registration in which the Company is selling Common Shares. Each If a Holder shall be permitted desires to withdraw all or any portion of the include such Holder’s Registrable Shares of such Holder from in a Piggyback Registration at any time prior that is an underwritten offering, such Holder shall, as a condition to the effective date of including such Piggyback RegistrationHolder’s Registrable Shares, enter into an underwriting agreement containing customary terms and conditions, including customary representations and indemnities.

Right to Piggyback. If at any time Whenever the Company proposes to file a registration statement register any of its Ordinary Shares or Ordinary Share Equivalents (other than Registrable Securities) under the Securities Act with respect to a public offering of securities of the same type as the Registrable Shares for its own account (other than a registration statement (i) on Form S-4 (or F-4) or S-8 (or F-8) (or any successor form theretoforms to such Forms)), (ii) filed solely in connection with a dividend reinvestment plan whether or employee benefit plan covering officers or directors of not for sale for its own account, the Company or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition or similar corporate transaction) or for the account of any holder of securities of the same type as the Registrable Shares, then the Company shall will give prompt written notice of such proposed filing to each of the Holders at least 30 days before the anticipated filing date. Such notice shall offer the Holders each Holder the opportunity to register such number amount of Registrable Shares Securities of such Holder as they may it shall request (a "Piggyback Registration"). Subject to Section 2(bSections 6.2(b) hereofand 6.2(c), the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 20 15 days after such notice has been given by the requesting Holder(s) to the HoldersCompany. Each Holder If the Registration Statement relating to the Piggyback Registration is 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. The requesting Holder(s) shall be permitted to withdraw all or any portion part of the Registrable Shares of such Holder Securities from a Piggyback Registration at any time prior to the effective date time of such Piggyback Registration.

Right to Piggyback. If at any time the Company proposes to file a registration statement under the Securities Act with respect to a public offering by the Company of securities of the same type as the Registrable Shares for its own account Securities (other than a registration statement (i) on Form S-8 or Form S-4 or any successor form forms thereto, or (ii) filed solely in connection with a dividend reinvestment plan or an employee benefit plan covering only officers or directors of the Company or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition or similar corporate transaction) or for the account of any holder of securities of the same type as the Registrable SharesAffiliates), then the Company shall give written notice of such proposed filing to the Holders (other than, in the event of a registration pursuant to Section 2, to any Holder intending to include Registrable Securities in such registration) at least 30 fifteen (15) days before the anticipated filing date. Such notice shall offer the such Holders the opportunity to register such number amount of Registrable Shares Securities as they may request (a "“Piggyback Registration"”). Subject to Section 2(b) hereof3(b), the Company shall include in each such Piggyback Registration all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 20 days after notice has been given to on or before the Holdersfifth Business Day before the contemplated registration. Each such Holder shall be permitted to withdraw all or any portion of the Registrable Shares Securities of such Holder from a Piggyback Registration at any time prior to the effective date of such Piggyback Registration.

Right to Piggyback. If at any time Whenever the Company proposes to file a registration statement register under the Securities Act with respect to a public an offering of any of its securities on behalf of the same type as the Registrable Shares for its own account any holders thereof (other than a registration statement (i) on Form S-8 or any successor form theretopursuant to the Resale Shelf Registration Statement, (ii) filed pursuant to a Demand Registration (which, for the avoidance of doubt, is addressed in and subject to the rights set forth in, Section 7.2 hereof), (iii) pursuant to a Takedown Demand (which, for the avoidance of doubt, is addressed in and subject to the rights set forth in, Section 7.2 hereof), (iv) in connection with registrations on Form S-4 or S-8 promulgated by the Commission or any successor forms, (v) pursuant to a registration relating solely to employment benefit plans, or (vi) in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors registration the primary purpose of which is to register debt securities) and the Company or its Affiliates or (iii) on Form S-4 or any successor registration form thereto, in connection with a merger, acquisition or similar corporate transaction) or to be used may be used for the account Registration of any holder of securities of the same type as the Registrable SharesSecurities (a “Piggyback Registration”), then the Company shall give prompt written notice to all holders of Registrable Securities of its intention to effect such proposed filing a Piggyback Registration and, subject to the Holders at least 30 days before the anticipated filing date. Such notice shall offer the Holders the opportunity to register such number terms of Registrable Shares as they may request (a "Piggyback Registration"). Subject to Section 2(b7.3(c) and 7.3(d) hereof, the Company shall include in each such Piggyback Registration (and in all related registrations or qualifications under blue sky laws or in compliance with other registration requirements and in any related underwriting) all Registrable Shares Securities with respect to which the Company has received written requests for inclusion therein within 20 days ten (10) Business Days after notice has been given to the Holders. Each Holder shall be permitted to withdraw all or any portion delivery of the Registrable Shares of Company’s notice; provided that any such Holder from a Piggyback Registration other holder may withdraw its request for inclusion at any time prior to executing the effective date of such Piggyback Registrationunderwriting agreement or, if none, prior to the applicable Registration Statement becoming effective.