Common use of Piggy-Back Rights Clause in Contracts

Piggy-Back Rights. If the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by the stockholders of the Company including, without limitation, pursuant to Section 2.2 hereof), other than a Registration Statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (c) for an offering of debt that is convertible into equity securities of the Company, (d) for a dividend reinvestment plan, or (e) filed pursuant to subsection 2.1.1, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty (20) days (or, in the case of a Block Trade, three (3) business days) before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within ten (10) days after receipt of such written notice (or in the case of a Block Trade, within two (2) business days) (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggy-back Registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggy-back Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Section 4, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company or Company stockholder(s) for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by the Company of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such time as the Company amends or supplements such Registration Statement to include information with respect to a specific offering of Securities (and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.3).

Piggy-Back Rights. If at any time after the date of this Agreement, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.2 hereof2.1), other than a Registration Statement (ai) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (ciii) for an offering of debt that is convertible into equity securities of the Company, Company or (div) for a dividend reinvestment plan, or (e) filed pursuant to subsection 2.1.1, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than twenty ten (2010) calendar days (or, in the case of a Block Trade, three (3) business days) before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, (B) such Holders’ rights under this Section 2.3 and (Cy) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within ten five (105) calendar days after following receipt of such written notice (or in the case of a Block Trade, within two (2) business days) (such Registration a “Piggy-back Back Registration”). The rights provided under this Section 2.3.1 shall not be available to any Investor at such time as (i) there is an effective Resale Shelf Registration Statement available for the resale of the Registrable Securities pursuant to Section 2.1, (ii) such Registration is solely to be used for the offering of securities by the Company shall, for its own account and (iii) no other shareholder of the Company is entitled to participate in good faith, such Registration. The Company shall cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggy-back Registration registration and shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Section 4, Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company or Company stockholder(s) for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by the Company of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such time as the Company amends or supplements such Registration Statement to include information with respect to a specific offering of Securities (and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.3)Piggy-Back Registration.

Piggy-Back Rights. If at any time during ----------------- the period from the date hereof through the date which is two (2) years after the termination of the Employment Term, the Company proposes to file a Registration Statement register any of its equity securities under the Securities 1933 Act (other than in connection with respect to a merger, acquisition or exchange offer, and other than an offering of equity securitieson Form S-8 or any successor form), or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders of the Company shall at least thirty (or by 30) days prior to the Company filing of such registration statement with the Securities and by Exchange Commission (the stockholders "Commission") give notice of its intention to do so to Optionee. The registration rights granted under this Section 13.1 shall not apply in the Company including, without limitation, event that the Employment Term is terminated pursuant to Section 2.2 hereof), other than a Registration Statement (a) filed in connection with any employee stock option or other benefit plan, (b) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (c) for an offering of debt that is convertible into equity securities 5.3 of the Company, (d) for a dividend reinvestment plan, or (e) filed pursuant to subsection 2.1.1, then 1990 Employment Agreement. If the Optionee notifies the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than twenty (20) days (or, in the case of a Block Trade, three (3) business days) before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement), and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such offering, (B) such Holders’ rights under this Section 2.3 and (C) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within ten (10) days after receipt the giving of such written notice by the Company that the Optionee elects to include any Option Shares (or the Option Shares so specified, together with any shares covered by a Request under Section 13.2 hereof, hereinafter sometimes referred to as the "Registrable Securities") in such proposed registration statement (which notice shall state the case number of a Block Trade, within two (2) business days) (such Registration a “Piggy-back Registration”). The Company shall, in good faith, cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence shares to be included and the proposed plan of disposition thereof), the Company shall include the Registrable Securities in any such Piggy-back Registration and shall use its best efforts to cause registration statement; provided, however, that if, in the written opinion of the Company's managing Underwriter or Underwriters of a proposed Underwritten Offeringunderwriter, if any, to permit for such offering, the inclusion of all or a portion of the Registrable Securities requested by Securities, when added to the Holders pursuant to this subsection 2.3.1 to be included in a Piggy-back Registration on other securities being registered, will exceed the same terms and conditions as any similar securities maximum amount of the Company Company's securities which can be marketed (i) at a price reasonably related to their then current market value, or Company stockholder(s(ii) for whose account without otherwise materially and adversely affecting the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.3.1entire offering, subject to Section 3.3 and Section 4, shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by then the Company may exclude from such offering all or Company stockholder(s) for whose account a portion of the Registration Statement is Registrable Securities. Notwithstanding anything herein contained to be filed. For purposes of this Section 2.3the contrary, the filing by Company shall at all times have the Company of an automatic shelf absolute right to elect not to file any proposed registration statement for offerings pursuant referred to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such time as the Company amends or supplements such Registration Statement to include information with respect to a specific offering of Securities (and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.3)13.1, or to withdraw the same after the filing but prior to the effective date thereof.

Piggy-Back Rights. If If, at any time on or after the date hereof, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.2 hereof2.2), other than a Registration Statement (ai) filed in connection with any employee equity incentive plan, restricted stock, restricted stock unit, stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (c) for an offering of debt that is convertible into equity securities of the Company, (diii) for a dividend reinvestment plan and/or stock purchase plan, or (eiv) filed pursuant securities proposed to subsection 2.1.1be issued in exchange for securities or assets of another entity, then the Company shall (x) give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not in no event less than twenty ten (2010) days (or, in the case of a Block Trade, three (3) business days) before the anticipated filing date of such Registration Statementdate, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, (B) such Holders’ rights under this Section 2.3 and (Cy) offer to all of the Holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders may request in writing within ten (10) days after following receipt of such written notice (or in the case of a Block Trade, within two (2) business days) (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggy-back Registration registration and shall use its best commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Section 4, Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) selected Underwriter or Underwriters for such Underwritten Offering by Piggy-Back Registration. Notwithstanding the Company or Company stockholder(s) for whose account provisions set forth in the immediately preceding sentences, the right to a Piggy-Back Registration Statement is to be filed. For purposes of set forth under this Section 2.3, the filing by the Company of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information 2.3.1 with respect to any specific offering pursuant the Registrable Securities shall terminate when all such Registrable Securities shall cease to Rule 430B shall not trigger any notification be Registrable Securities upon the occurrence of one or participation rights hereunder until such time as more events described in the Company amends or supplements such Registration Statement to include information with respect to a specific offering definition of Registrable Securities (and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.3)herein.

Piggy-Back Rights. If at any time the Company proposes to file a Registration Statement under the Securities Act with respect to the registration or an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into into, equity securities, by the Company for its own account or for the account of stockholders shareholders of the Company for their account (or by the Company and by the stockholders shareholders of the Company including, without limitation, pursuant to Section 2.2 hereof2.1), other than a Registration Statement (ai) filed in connection with any employee stock option or other benefit plan, (bii) for an exchange offer or offering of securities solely to the Company’s existing stockholdersshareholders, (ciii) for an offering of debt that is convertible into equity securities of the Company, Company or (div) for a dividend reinvestment plan, or (e) filed pursuant to subsection 2.1.1, then the Company shall (x) give written notice of such proposed filing to all of the Holders holders of Registrable Securities as soon as practicable but not in no event less than twenty ten (2010) days before the anticipated filing date (oror the expected date of commencement of marketing efforts, in the case of an underwritten offering under a Block Trade, three (3) business days) before the anticipated filing date of such Registration Statementshelf registration statement), which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution (including whether such registration will be pursuant to a shelf registration statement)distribution, and the proposed price and name of the proposed managing Underwriter or Underwriters, if any, in such of the offering, (B) such Holders’ rights under this Section 2.3 and (Cy) offer to all of the Holders holders of Registrable Securities in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders holders may request in writing within ten five (105) days after following receipt of such written notice (or in the case of a Block Trade, within two (2) business days) (such Registration a “Piggy-back Back Registration”). The Company shall, in good faith, shall cause such Registrable Securities identified in a Holder’s response noticed described in the foregoing sentence to be included in such Piggy-back Registration registration or offering, as applicable, and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering, if any, underwritten offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.3.1 to be included in a Piggy-back Back Registration on the same terms and conditions as any similar securities of the Company or Company stockholder(s) for whose account the Registration Statement is to be filed included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders holders of Registrable Securities proposing to distribute their Registrable Securities securities through a Piggy-Back Registration that involves an Underwritten Offering under this subsection 2.3.1, subject to Section 3.3 and Section 4, Underwriter or Underwriters shall enter into an underwriting agreement in customary form with the Underwriter(s) Underwriter or Underwriters selected for such Underwritten Offering by the Company or Company stockholder(s) for whose account the Registration Statement is to be filed. For purposes of this Section 2.3, the filing by the Company of an automatic shelf registration statement for offerings pursuant to Rule 415(a) that omits information with respect to any specific offering pursuant to Rule 430B shall not trigger any notification or participation rights hereunder until such time as the Company amends or supplements such Registration Statement to include information with respect to a specific offering of Securities (and such amendment or supplement shall trigger the notice and participation rights provided for in this Section 2.3)Piggy-Back Registration.