Common use of Right to Require Piggyback Registration Clause in Contracts

Right to Require Piggyback Registration. (a) If, at any time or from time to time, the Company shall determine to register any of its securities, either for its own account or the account of a security holder or holders (other than (w) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (x) a Registration Statement filed by the Company solely registering up to 70,000 shares of Common Stock for the account of Silicon Valley Bank, (y) a Registration Statement filed by the Company solely registering up to 50,000 shares of Common Stock for the account of Xxxxxxx Xxxx or (z) a registration statement filed in connection with an offer of securities solely to the Company's existing security holders) in a transaction that may be used for the registration of Registrable Shares for distribution by any one or more of the methods permitted by Section 3.02(a), then upon each and every such occasion the Company shall give prior written notice of such proposed registration to each Holder of its intention to do so promptly and in any event not later than the fourteenth day before the anticipated filing date of the applicable Registration Statement. Such notice shall specify whether the proposed registration is for the account of the Company, for the account of one or more other Persons or both and also specify the kind and number or amount of securities proposed to be registered on behalf of each thereof and the proposed offering price or prices and distribution methods and arrangements. Upon the terms and subject to the conditions and limitations set forth in this Article 3, each Holder may elect to participate in such registration by giving the Company, within ten days after such notice has been given by the Company, a written request to register any or all of such Holder's Registrable Shares in connection with such registration (any such registration as to which any such request is made being sometimes referred to as an "Piggyback Registration")

Right to Require Piggyback Registration. (a) If, on or at any time or from time to timeafter the Issue Date, the Company shall determine proposes to register any of its securities, either for its own account under the Securities Act (otherwise than on Form S-8 or the account of a security holder or holders (Form S-4 and other than (wa Demand Registration) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (x) a Registration Statement filed by the Company solely registering up to 70,000 shares of Common Stock, any Common Stock Rights or any other equity interests of the Company of any class, series, issue or other type included in the Registrable Shares (whether for sale in an underwritten public offering or otherwise and whether for the account of Silicon Valley Bank, (y) a Registration Statement filed by the Company solely registering up or any other Person) and if the registration form to 50,000 shares of Common Stock for the account of Xxxxxxx Xxxx or (z) a registration statement filed in connection with an offer of securities solely to the Company's existing security holders) in a transaction that be used may be used for the registration of Registrable Shares for distribution by any one or more of the methods method permitted by Section 3.02(a3.2(a), then upon each and every such occasion the Company shall give prior written notice of such proposed registration to each Holder Stockholder of its intention to do so promptly and in any event not later than the fourteenth day twenty (20) Business Days before the anticipated filing date of the applicable Registration Statement. Such notice shall specify whether the proposed registration is for the account of the Company, for the account of one or more other Persons or both and also specify the kind and number or amount of securities proposed to be registered on behalf of each thereof and the proposed offering price or prices and distribution methods and arrangements. Upon the terms and subject to the conditions and limitations set forth in this Article 3III, each Holder Stockholder may elect to participate in such registration by giving the Company, within ten days (10) Business Days after such notice has been given by the Company, a written request to register any or all of such HolderStockholder's Registrable Shares in connection with such registration (any such registration as to which any such request is made being sometimes referred to as an "Piggyback Registration"). Any such request by a Stockholder shall state (i) the kind and number of Registrable Shares to be included in such registration by such Stockholder, (ii) such Stockholder's preferred method of distribution of such Registrable Shares permitted by Section 3.2(a) and (iii) any other information that the Company reasonably requests in such notice given by it to the Stockholders. Upon receipt of one or more of such requests, the Company shall, as soon as practicable, file with the Commission and use its best efforts to cause to become effective, a Registration Statement which shall cover the Registrable Shares requested to be registered by the requesting Stockholders and shall take all such other actions (including those required by Article IV) as may be necessary or advisable to permit the requesting Stockholders to dispose of all such Registrable Shares requested to be included in such Piggyback Registration in accordance with the permitted intended method or methods of distribution in compliance with the Securities Act and state "blue sky" and securities laws.

Right to Require Piggyback Registration. (a) If, If at any time or ----------- --------------------------------------- from time to time, the Company shall determine to register any of its securities, either for its own account or the account of a security holder or holders (other than (wi) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (xSEC) a Registration Statement filed by the Company solely registering up to 70,000 shares of Common Stock for the account of Silicon Valley Bank, (y) a Registration Statement filed by the Company solely registering up to 50,000 shares of Common Stock for the account of Xxxxxxx Xxxx or (zii) a registration statement filed in connection with an offer of securities solely to the Company's existing security holders) in a transaction that may be used for the registration of Registrable Shares for distribution by any one or more of the methods permitted by Section 3.02(a3.2(a), then upon each and every such occasion the Company shall give -------------- prior written notice of such proposed registration to each Holder Investor of its intention to do so promptly and in any event not later than the fourteenth day tenth Business Days before the anticipated filing date of the applicable Registration Statement. Such notice shall specify whether the proposed registration is for the account of the Company, for the account of one or more other Persons or both and also specify the kind and number or amount of securities proposed to be registered on behalf of each thereof and the proposed offering price or prices and distribution methods and arrangements. Upon the terms and subject to the conditions and limitations set forth in this Article 3III, each Holder Investor may elect to participate in such registration by giving the Company, within ten days after such notice has been given by the Company, a written request to register any or all of such HolderInvestor's Registrable Shares in connection with such registration (any such registration as to which any such request is made being sometimes referred to as an "Piggyback Registration"); provided, however, that -------- -------

Right to Require Piggyback Registration. (a) If, If at any time or from time to time, the Company shall determine to register any of its securities, either for its own account or the account of a security holder or holders (other than (wi) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (xSEC) a Registration Statement filed by the Company solely registering up to 70,000 shares of Common Stock for the account of Silicon Valley Bank, (y) a Registration Statement filed by the Company solely registering up to 50,000 shares of Common Stock for the account of Xxxxxxx Xxxx or (zii) a registration statement filed in connection with an offer of securities solely to the Company's existing security holders) in a transaction that may be used for the registration of Registrable Shares for distribution by any one or more of the methods permitted by Section 3.02(a), then upon each and every such occasion the Company shall give prior written notice of such proposed registration to each Holder Investor of its intention to do so promptly and in any event not later than the fourteenth day tenth Business Days before the anticipated filing date of the applicable Registration Statement. Such notice shall specify whether the proposed registration is for the account of the Company, for the account of one or more other Persons or both and also specify the kind and number or amount of securities proposed to be registered on behalf of each thereof and the proposed offering price or prices and distribution methods and arrangements. Upon the terms and subject to the conditions and limitations set forth in this Article 3III, each Holder Investor may elect to participate in such registration by giving the Company, within ten days after such notice has been given by the Company, a written request to register any or all of such HolderInvestor's Registrable Shares in connection with such registration (any such registration as to which any such request is made being sometimes referred to as an "Piggyback Registration"); provided, however, that if the registration is a "demand" registration made pursuant to the exercise of Existing Registration Rights in accordance with the original terms thereof and if, by the original terms of such Existing Registration Rights, the holders of such warrants having such Existing Registration Rights have the right to exclude from such demand registration securities proposed to be registered by any Persons except holders of such warrants, then the Investors shall not be entitled to participate in such registration unless the holders of such warrants participating in such registration otherwise agree in writing.

Right to Require Piggyback Registration. (a) If, If at any --------------------------------------- time or from time to time, the Company shall determine to register any of its securities, either for its own account or the account of a security holder or holders (other than (wi) a registration statement on Form S-4 or S-8 (or any substitute form that may be adopted by the Commission), (xSEC) a Registration Statement filed by the Company solely registering up to 70,000 shares of Common Stock for the account of Silicon Valley Bank, (y) a Registration Statement filed by the Company solely registering up to 50,000 shares of Common Stock for the account of Xxxxxxx Xxxx or (zii) a registration statement filed in connection with an offer of securities solely to the Company's existing security holders) in a transaction that may be used for the registration of Registrable Shares for distribution by any one or more of the methods permitted by Section 3.02(a), then upon each and every such occasion the Company shall --------------- give prior written notice of such proposed registration to each Holder Investor of its intention to do so promptly and in any event not later than the fourteenth day tenth Business Day before the anticipated filing date of the applicable Registration Statement. Such notice shall specify whether the proposed registration is for the account of the Company, for the account of one or more other Persons or both and also specify the kind and number or amount of securities proposed to be registered on behalf of each thereof and the proposed offering price or prices and distribution methods and arrangements. Upon the terms and subject to the conditions and limitations set forth in this Article 3III, each Holder Investor may elect to participate in such registration by giving the Company, within ten days after such notice has been given by the Company, a written request to register any or all of such HolderInvestor's Registrable Shares in connection with such registration (any such registration as to which any such request is made being sometimes referred to as an "Piggyback Registration"); provided, however, that -------- ------- if the registration is a "demand" registration made pursuant to the exercise of Existing Registration Rights in accordance with the original terms thereof and if, by the original terms of such Existing Registration Rights, the holders having such Existing Registration Rights have the right to exclude from such demand registration securities proposed to be registered by any Persons except holders of such Existing Registration Rights, then the Investors shall not be entitled to participate in such registration unless the holders of such Existing Registration Rights participating in such registration otherwise agree in writing.