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)(i).

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

Examples of Piggyback Registration Notice in a sentence

• 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 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 or, if the Piggyback Registration will be on a Shelf Registration Statement, within one Business Day, after sending the Piggyback Registration Notice.

• 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.

• PubCo shall use commercially reasonable efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Holders who have submitted a Piggyback Registration Notice in connection with such offering to include in such offering all Registrable Securities included in each Holder’s Piggyback Registration Notice on the same terms and conditions as any other Equity Securities included in the offering.

• 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.

More Definitions of Piggyback Registration Notice

Piggyback Registration Notice shall have the meaning given in subsection 2.3.1(a).

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 specified in Section ----------------------------- 2.2

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.