Common use of Incidental Registrations Clause in Contracts

Incidental Registrations. (i) Whenever the Company proposes to file a Registration Statement (other than Registration Statement No. 333-112087 and any successor registration statement thereto or a Registration Statement filed pursuant to Section 1 (a) or 1 (b) or on Form S-4 or Form S-8 or their then equivalents) at any time when any Registrable Securities are not subject to the "Lockup" set forth in Section 5.11(b) of the Purchase Agreement, and from time to time, it will, prior to such filing, give written notice to the Investors of its intention to do so; provided, that no such notice need be given if no Registrable Securities are to be included therein as a result of a determination of the managing underwriter pursuant to Section 1(e)(ii). Upon the written request of an Investor or Investors given within 10 business days after the Company provides such notice (which request shall state the intended method of disposition of such Registrable Securities), the Company shall use its reasonable best efforts to cause all Registrable Securities which the Company has been requested to register by such Investor or Investors to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Investor or Investors; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 1 (e) without obligation to any Investor.

Incidental Registrations. (i) Whenever If the Company Partnership at any time proposes to file a Registration Statement register any of its equity securities under the Securities Act (other than Registration Statement No. 333-112087 and any successor a registration statement thereto or a Registration Statement filed pursuant to Section 1 (a) or 1 (b) or on Form S-4 or Form S-8 or their then equivalents) at any time when any successor form or an “automatic shelf registration statement” on Form S-3 if the Partnership would otherwise qualify as a “WKSI” and has been advised by independent outside counsel that filing an “automatic shelf registration statement” for registration of the Registrable Securities are would not subject cause the Partnership to be an “ineligible issuer,” as such term is defined in Rule 405 under the Securities Act) whether or not for sale for its own account, then the Partnership shall give prompt written notice (but in no event less than 30 days prior to the "Lockup" set forth in Section 5.11(binitial filing with respect thereto) to all holders of the Purchase Agreement, and from time to time, it will, prior to such filing, give written notice to the Investors of its intention to do so; provided, that no such notice need be given if no Registrable Securities are to be included therein as a result of a determination of the managing underwriter pursuant to Section 1(e)(ii)regarding such proposed registration. Upon the written request of an Investor or Investors given any such holder made within 10 business 15 days after the Company provides receipt of any such notice (which request shall state specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition of such Registrable Securitiesthereof), the Company Partnership shall use its reasonable best efforts to cause all Registrable Securities which effect the Company has been requested to register by such Investor or Investors to be registered registration under the Securities Act to the extent necessary to permit their sale or other disposition of such Registrable Securities on a pro rata basis in accordance with the such intended method or methods of distribution specified in the request of such Investor or Investorsdisposition; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 1 (e) without obligation to any Investor.that:

Incidental Registrations. (i) Whenever If the Company Partnership at any time proposes to file a Registration Statement register any of its equity securities under the Securities Act (other than Registration Statement No. 333-112087 and any successor a registration statement thereto or a Registration Statement filed pursuant to Section 1 (a) or 1 (b) or on Form S-4 or Form S-8 or their then equivalents) at any time when any successor form or a an “automatic shelf registration statement” on Form S-3 if the Partnership would otherwise qualify as a “WKSI” and has been is advised by independent outside counsel that filing an “automatic shelf registration statement” for registration of the Registrable Securities are would cause the Partnership to be an “ineligible issuer,” as such term is defined in Rule 405 under the Securities Act) whether or not subject for sale for its own account, then the Partnership shall give prompt written notice (but in no event less than 30 days prior to the "Lockup" set forth in Section 5.11(binitial filing with respect thereto) to all holders of the Purchase Agreement, and from time to time, it will, prior to such filing, give written notice to the Investors of its intention to do so; provided, that no such notice need be given if no Registrable Securities are to be included therein as a result of a determination of the managing underwriter pursuant to Section 1(e)(ii)regarding such proposed registration. Upon the written request of an Investor or Investors given any such holder made within 10 business 15 days after the Company provides receipt of any such notice (which request shall state specify the number of Registrable Securities intended to be disposed of by such holder and the intended method or methods of disposition of such Registrable Securitiesthereof), the Company Partnership shall use its reasonable best efforts to cause all Registrable Securities which effect the Company has been requested to register by such Investor or Investors to be registered registration under the Securities Act to the extent necessary to permit their sale or other disposition of such Registrable Securities on a pro rata basis in accordance with the such intended method or methods of distribution specified in the request of such Investor or Investorsdisposition; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 1 (e) without obligation to any Investor.that: