Common use of Piggy-Back Rights Clause in Contracts

Piggy-Back Rights. If, at any time on or after the date of this Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Company, by the Company for its own account or for any other shareholder of the Company for such shareholder’s account, other than a Registration Statement (i) filed in connection with any employee benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) filed on Form S-4, then the Company shall (x) give written notice of such proposed filing to the Shareholder as soon as practicable but in no event less than ten (10) Business Days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering and (y) offer to the Shareholder in such notice the opportunity to register the sale of such number of Restricted Shares as the Shareholder may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Shares requested to be included in the Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares in accordance with the intended method(s) of distribution thereof. If the Piggy-Back Registration involves an Underwriter or Underwriters, the Shareholder shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customary.

Piggy-Back Rights. If, If at any time on or after the date of this Agreement, Release Date the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder stockholders of the Company for such shareholder’s account, other than a Registration Statement their account (i) filed in connection with any employee benefit plan, (ii) for an exchange offer or offering of securities solely to by the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities Company and by stockholders of the CompanyCompany including, (iv) for a dividend reinvestment plan or (v) filed on Form S-4without limitation, pursuant to Section 2.1), then the Company shall (xa) give written notice of such proposed filing to the Shareholder holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering offering, and (yb) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such number of Restricted Shares shares of Registrable Securities as the Shareholder such holders may request in writing within five ten (510) Business Days days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Shareholder Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, at any time on or after the date of this Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Company, by the Company for its own account or for any other shareholder of the Company for such shareholder’s account, other than a Registration Statement (i) filed in connection with any employee benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) filed on Form S-4S-4 (or successor form), then the Company shall (x) give written notice of such proposed filing to the Shareholder as soon as practicable but in no event less than ten (10) Business Days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering and (y) offer to the Shareholder in such notice the opportunity to register the sale of such number of Restricted Shares as the Shareholder may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Shares requested to be included in the Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares in accordance with the intended method(s) of distribution thereof. If the Piggy-Back Registration involves an Underwriter or Underwriters, the Shareholder shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customary.

Piggy-Back Rights. If, If at any time on or after the date of this Agreementon which the lock-up restrictions applicable to such Capital Partners Shares or GTI Shares, if any, expire, the Company proposes to file a by Registration Statement under the Securities Act with respect to an offering of common shares of the Company, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Company, by the Company for its own account or for any other shareholder of the Company for such shareholder’s accountStatement, other than a Registration Statement (i) filed in connection with any employee benefit plan, (iia transaction contemplated by Rule 145(a) for an exchange offer promulgated under the Securities Act or offering of securities solely pursuant to the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) filed on Form S-4S-8, then the Company shall (xa) give written notice of such proposed filing to the Shareholder holders of Capital Partners Shares and GTI Shares as soon as practicable but in no event less than ten (10) Business Days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering offering, and (yb) offer to the Shareholder in such notice holders of Capital Partners Shares and GTI Shares the opportunity to register the sale of such number of Restricted Capital Partners Shares or GTI Shares as the Shareholder such holders may request in writing within five fifteen (515) Business Days days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Capital Partners Shares and GTI Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Capital Partners Shares and GTI Shares requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Capital Partners Shares and GTI Shares in accordance with the intended method(s) of distribution thereof. If the All holders of Capital Partners Shares and GTI Shares who propose to distribute securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Shareholder Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, If at any time on or after the date Lock-Up Period Expiration Date, there is not an effective Registration statement covering all of this Agreement, the Registrable Securities and the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder stockholders of the Company for such shareholder’s their account, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt securities that is convertible into equity securities of the Company, Company or (iv) for a dividend reinvestment plan or (v) filed on Form S-4plan, then the Company shall (x) give written notice of such proposed filing to the Shareholder Holders as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering offering, and (y) offer to the Shareholder Holders in such notice the opportunity to register the sale of such number of Restricted Shares Registrable Securities as the Shareholder such Holders may request in writing within five ten (510) Business Days days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use commercially its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All Holders proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Shareholder Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, If at any time on or after the date of this AgreementRelease Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder shareholders of the Company for such shareholder’s account, their account other than a Registration Statement (i) filed in connection with any employee benefit plan, (ii) for an exchange offer or offering of securities solely pursuant to the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) filed on Form S-4Section 2.1, then the Company shall (xi) give written notice of such proposed filing to the Shareholder Holders as soon as practicable but in no event less than ten (10) Business Days 10 business days before the anticipated intended filing date, which notice shall describe disclose the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, distribution and the name of the proposed managing Underwriter or Underwriters, if any, of the offering any and (yii) offer to the Shareholder Holders in such notice the opportunity to register the sale of such number or amount of Restricted Shares Registrable Securities as the Shareholder such Holders may request in writing within five (5) Business Days 10 days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All Holders proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Shareholder Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, If at any time on or after the date of this Agreement, a Release Date the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder stockholders of the Company for such shareholder’s account, other than a Registration Statement their account (i) filed in connection with any employee benefit plan, (ii) for an exchange offer or offering of securities solely to by the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities Company and by stockholders of the CompanyCompany including, (iv) for a dividend reinvestment plan or (v) filed on Form S-4without limitation, pursuant to Section 2.1), then the Company shall (xa) give written notice of such proposed filing to the Shareholder holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering offering, and (yb) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such number of Restricted Shares shares of Registrable Securities as the Shareholder such holders may request in writing within five ten (510) Business Days days following receipt of such notice (a “"Piggy-Back Registration”"). However, any such registration will not become effective prior to completion of an initial business combination as contemplated in the registration statement on Form S-1 filed with the Securities and Exchange Commission. The demand registration may be exercised by the holders of a majority of such Warrants. The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use commercially reasonable efforts use"best efforts" to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Shareholder Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, If at any time on or after the date of this Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or and/or for any other shareholder stockholders of the Company for such shareholder’s their account, other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders or in connection with an acquisition or other business combination, (iii) for an offering of debt securities that is convertible into equity securities of the Company, or (iv) for a dividend reinvestment plan or (v) filed on Form S-4plan, then the Company shall (x) give written notice of such proposed filing to the Shareholder holders of Registrable Securities as soon as practicable practicable, but in no event less than ten (10) Business Days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or UnderwritersUnderwriter(s), if any, of the offering offering, and (y) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such number and type of Restricted Shares Registrable Securities as the Shareholder such holders may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters Underwriter(s) of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All holders of Registrable Securities who propose to distribute securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Shareholder Underwriter(s) shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters Underwriter(s) selected by the Company for such Piggy-Back Registration by the Company and complete and execute any questionnairesRegistration, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish subject to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customarySection 3.1(f).

Piggy-Back Rights. If, If at any time on or after the date of this Agreement, a Release Date the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder stockholders of the Company for such shareholder’s account, other than a Registration Statement their account (i) filed in connection with any employee benefit plan, (ii) for an exchange offer or offering of securities solely to by the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities Company and by stockholders of the CompanyCompany including, (iv) for a dividend reinvestment plan or (v) filed on Form S-4without limitation, pursuant to Section 2.1), then the Company shall (xa) give written notice of such proposed filing to the Shareholder holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering offering, and (yb) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such number of Restricted Shares shares of Registrable Securities as the Shareholder such holders may request in writing within five ten (510) Business Days days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Shareholder Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, If at any time on or after the date of this AgreementClosing, the Company Corporation proposes to file a Registration Statement registration statement under the Securities Act (a "Registration Statement") with respect to an offering of common shares securities owned by officers, directors or ten percent (10%) shareholders of the CompanyCorporation, or excluding securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Company, by the Company for its own account or for any other shareholder of the Company for such shareholder’s account, other than a Registration Statement (i) filed purchased in connection with any employee benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities convertible into equity securities of the Company, (iv) for a dividend reinvestment plan or (v) filed on Form S-4offering, then the Company Corporation shall (x) give written notice of such proposed filing to the Shareholder Subscriber as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing datedate of the Registration Statement, which notice shall describe the amount and type of securities to be included in such offeringRegistration Statement, the intended method(s) of distribution, and the name of the proposed managing Underwriter underwriter or Underwritersunderwriters, if any, of the offering offering, and (y) offer to the Shareholder Subscriber in such notice the opportunity to register the sale of such number of Restricted Shares Securities as the Shareholder Subscriber may request in writing within five (5) Business Days days following receipt of such notice (a “Piggy-"Piggy Back Registration”"). The Company Corporation shall cause such Restricted Shares the Securities to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter underwriter or Underwriters underwriters of a proposed underwritten offering to permit the Restricted Shares Securities requested to be included in the Piggy-a Piggy Back Registration to be included on the same terms and conditions as any similar securities of the Company Corporation and to permit the sale or other disposition of such Restricted Shares Securities in accordance with the intended method(s) of distribution thereof. If The Subscriber proposing to distribute the Piggy-Securities through aPiggy Back Registration that involves an Underwriter underwriter or Underwriters, the Shareholder underwriters shall enter into an underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected for such Piggy-suchPiggy Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, If at any time on or after the date of this AgreementRelease Date, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder the account of stockholders of the Company for such shareholder’s account(or by the Company and by stockholders of the Company pursuant to Section 5.1), other than a Registration Statement Statement: (i) filed in connection with any employee benefit planon Form S-8 or S-4, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholdersstockholders, (iii) for an offering of debt securities that is convertible into equity securities of the Company, Company or (iv) for a dividend reinvestment plan or (v) filed on Form S-4plan, then the Company shall shall: (x) give written notice of such proposed filing to the Shareholder holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering offering, and (y) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such number of Restricted Shares Registrable Securities as the Shareholder such holders may request in writing within five (5) Business Days days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Shareholder Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, If at any time on or after the date of this Agreement, Release Date the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder the account of shareholders of the Company for such shareholder’s account(or by the Company and by shareholders of the Company pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee benefit planon Form S-8 or S-4, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities that is convertible into equity securities of the Company, Company or (iv) for a dividend reinvestment plan or (v) filed on Form S-4plan, then the Company shall (x) give written notice of such proposed filing to the Shareholder holders of Registrable Securities as soon as practicable but in no event less than ten (10) Business Days days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering offering, and (y) offer to the Shareholder holders of Registrable Securities in such notice the opportunity to register the sale of such number of Restricted Shares Registrable Securities as the Shareholder such holders may request in writing within five (5) Business Days days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Shares Registrable Securities to be included in such registration and shall use its commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Shares Registrable Securities requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Shares Registrable Securities in accordance with the intended method(s) of distribution thereof. If the All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Shareholder Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.

Piggy-Back Rights. If, If at any time on or after the date of this Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of common shares of the Companyequity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, common shares of the Companyequity securities, by the Company for its own account or for any other shareholder shareholders of the Company for such shareholder’s accounttheir account (or by the Company and by shareholders of the Company including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt securities that is convertible into equity securities of the Company, Company or (iv) for a dividend reinvestment plan or (v) filed on Form S-4plan, then the Company shall (x) give written notice of such proposed filing to the Shareholder holders of Insider Shares as soon as practicable but in no event less than ten (10) Business Days before the anticipated filing date, which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, of the offering offering, and (y) offer to the Shareholder holders of Insider Shares in such notice the opportunity to register the sale of such number of Restricted Insider Shares as the Shareholder such holders may request in writing within five (5) Business Days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Restricted Insider Shares to be included in such registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Restricted Insider Shares requested to be included in the a Piggy-Back Registration to be included on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Restricted Insider Shares in accordance with the intended method(s) of distribution thereof. If the All holders of Insider Shares who propose to distribute securities through a Piggy-Back Registration that involves an Underwriter or Underwriters, the Shareholder Underwriters shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration by the Company and complete and execute any questionnaires, powers of attorney, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required or which are otherwise customary under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Registration Statement or such information that is otherwise customaryRegistration.