Piggyback Registration Notice definition

Piggyback Registration Notice has the meaning set forth in Section 2(c)(i).

Piggyback Registration Notice has the meaning set forth in Section 3.3(a).

Piggyback Registration Notice has the meaning given to such term in Section 2.05(a).

Examples of Piggyback Registration Notice in a sentence

• If at any time after giving the Piggyback Registration Notice and prior to the time sales of securities are confirmed pursuant to the Piggyback Registration, the Company determines for any reason not to proceed with or delay the Piggyback Registration, the Company may give notice of its determination to all Holders and thereafter be relieved of its obligation set forth in Section 4(a) in connection with the abandoned or delayed Piggyback Registration, without prejudice.

• Petry and their permitted successors and assigns pursuant to Section 8(e) of this Agreement) Registrable Securities in the event such Holder, together with its Affiliates, does not request for inclusion Registrable Securities having an aggregate value, based on the VWAP as of the date of the Piggyback Registration Notice, of at least $10 million.

• The Piggyback Registration Notice shall offer Holders the opportunity to include for registration in such registration statement the number of Registrable Securities as they may request in writing (a “Piggyback Registration”).

• The Parent shall use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities that Eligible Holders have requested, pursuant to timely submitted Registration Requests, to be included in the Registration Statement to which the underlying Piggyback Registration Notice relates.

• The Company shall use commercially reasonable efforts to include in each such Piggyback Registration such Registrable Securities for which the Company has received written requests for inclusion therein (“Piggyback Registration Request”) within three Business Days after sending the Piggyback Registration Notice; provided, however, that the Company shall not be required to include in such Piggyback Registration a Holder’s (other than Messrs.

More Definitions of Piggyback Registration Notice

Piggyback Registration Notice has the meaning set forth in Section 4 hereof.

Piggyback Registration Notice shall have the meaning specified in Section 6.2(a).

Piggyback Registration Notice has the meaning set forth in Section 10.04 of this Agreement.

Piggyback Registration Notice has the meaning specified in Section 4.2(a) hereof.

Piggyback Registration Notice has the meaning ascribed to such term in Section 6.2(a) of this Agreement.

Piggyback Registration Notice has the meaning ascribed to it in Section 2.2(a). "REGISTRATION EXPENSES" means all expenses incident to the Company's performance of or compliance with this Agreement, including, without limitation, (a) all registration, filing, securities exchange listing and National Association of Securities Dealers fees, (b) all registration, filing, qualification and other fees and expenses of complying with securities or blue sky laws of all jurisdictions in which the securities are to be registered and any legal fees and expenses incurred in connection with the blue sky qualifications of the Shares and the determination of their eligibility for investment under the laws of all such jurisdictions, (c) all word processing, duplicating, printing, messenger and delivery expenses, (d) the fees and disbursements of counsel for the Company and of its independent public accountants, including, without limitation, the expenses of any special audits or "cold comfort" letters required by or incident to such performance and compliance, (e) the reasonable fees and disbursements incurred by the Participating Holders (including, without limitation, the reasonable fees and disbursements for one counsel or firm of counsel selected by the Participating Holders), (f) any fees and disbursements of underwriters customarily paid by issuers of securities (excluding underwriting discounts commissions and transfer taxes, if any, relating to the Shares being registered) and (g) fees and expenses of other Persons retained or employed by the Company. Registration Expenses, to the extent payable by the Company, shall not include underwriting discounts, commissions or transfer taxes payable in respect of the sale of Shares by the Participating Holders. "SHARES" means the shares of Common Stock received by each Shareholder pursuant to the Merger Agreement and any shares of Common Stock received in respect thereof pursuant to dividends, distributions or stock splits. "SUCCESSOR" means, with respect to any Person, a successor to such Person by merger, consolidation, liquidation or other similar transaction. "SUSPENSION NOTICE" has the meaning ascribed to it in Section 2.3(g). "SUSPENSION PERIOD" has the meaning ascribed to it in Section 2.3(g). 2 3 2.

Piggyback Registration Notice has the meaning set forth in Section 3.2(a). “Piggyback Registration Request” has the meaning set forth in Section 3.2(a). “Public Offering” means any (a) Public Listing or (b) bona fide firm commitment underwritten sale of Common Stock to the public pursuant to an effective Registration Statement. “Public Listing” means the public listing of the shares of Common Stock pursuant to an effective Registration Statement in which the Company becomes required under the Exchange Act to file reports pursuant thereto. “Registrable Securities” means all shares of Common Stock issued by the Company to a Stockholder, any additional shares of Common Stock held by a Stockholder (including Common Stock acquired upon the exercise of any preemptive rights and upon exercise of options or settlement of other awards issued by the Company) and any additional securities issued or distributed by way of a dividend or other distribution in respect of any such shares of Common Stock; provided, that such Registrable Securities shall cease to be Registrable Securities (i) upon any sale pursuant to a Registration Statement or Rule 144 (or any successor provision) under the Securities Act and (ii) upon repurchase by the Company. “Registration Demand” has the meaning set forth in Section 3.1(a). “Registration Expenses” means any and all expenses incident to the performance of or compliance with Article III, including (i) the fees, disbursements and expenses of the Company’s counsel and accountants (including the expenses of any annual audit letters and “cold comfort” letters required or incidental to the performance of such obligations), (ii) the reasonable fees and disbursements of one (1) counsel for all of the Selling Holders, which counsel shall be selected by the Company and be reasonably acceptable to holders of a majority of the Registrable Securities to be registered on the Registration Statement, (iii) all expenses, including filing fees, in connection with the preparation, printing and filing of the Registration Statement, any free writing, preliminary prospectus or final prospectus, any other offering document and amendments and supplements thereto and the mailing and delivering of copies thereof to any underwriters and dealers, (iv) the cost of printing or producing any agreements among underwriters, underwriting agreements, any selling agreements and any other documents in connection with the offering, sale or delivery of the securities to be disposed of, (v) all expenses i...