Piggy-Back. Registrations. ---------------------------
Piggy-Back. Registration. The Holder shall have the right to include the Registrable Securities as part of any registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8) and must be notified in writing of such filing; provided, however, that the Holder agrees it shall not have any piggy-back registration rights pursuant to this Section if the Registrable Securities may be sold in the United States pursuant to the provisions of Rule 144. The Holder shall have five (5) business days to notify the Company in writing as to whether the Company is to include the Holder or not include the Holder as part of the registration; provided, however, that if any registration pursuant to this Section shall be underwritten, in whole or in part, the Company may require that the Registrable Securities requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. If in the good faith judgment of the underwriter evidenced in writing of such offering only a limited number of Registrable Securities should be included in such offering, or no such shares should be included, the holder, and all other selling stockholders, shall be limited to registering such proportion of their respective shares as shall equal the proportion that the number of shares of selling stockholders permitted to be registered by the underwriter in such offering bears to the total number of all shares then held by all selling stockholders desiring to participate in such offering. Those Registrable Securities which are excluded from an underwritten offering pursuant to the foregoing provisions of this Section (and all other Registrable Securities) shall be withheld from the market by the holders thereof for a period, not to exceed one hundred eighty (180) days, which the underwriter may reasonably determine is necessary in order to effect such underwritten offering. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section prior to the effectiveness of such registration. All registration expenses incurred by the Company in complying with this Section shall be paid by the Company, exclusive of underwriting discounts, commissions and legal fees and expenses for counsel to the Holder.
Piggy-Back. Registration.
Piggy-Back. (a) There shall be no accident letters for piggy back unless negli- gence is proved on the part of the employee.
Piggy-Back. REGISTRATION. If the Company proposes to register any of its capital stock under the 1933 Act in connection with the public offering of such securities for its own account or for the account of its security Holders, other than Holders of Registrable Shares pursuant hereto (a "Piggy-Back Registration Statement"), except for (i) a registration relating solely to the sale of securities to participants in the Company's stock plans or employee benefit plans or (ii) a registration relating solely to an transaction for which Form S-4 may be used, then:
Piggy-Back. Rights. If, after the Initial Closing (as defined in the Purchase Agreement) of the Purchase Agreement, the Company proposes to register any shares of Common Stock under the Securities Act on a registration statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect) for purposes of a Public Offering by the Company or any registration statement filed by the Company for any other holder of Common Stock holding registration rights with respect to such Common Stock (such other selling stockholders are referred to herein as "Other Stockholders"), the Company shall give written notice of such proposal at least thirty (30) days before the anticipated filing date, which notice shall include the intended method of distribution of such shares of Common Stock to each Holder. Such notice shall specify at a minimum the number of shares of Common Stock proposed to be registered, the proposed filing date of such registration statement, any proposed means of distribution of such shares of Common Stock and the proposed managing underwriter, if any. Subject to Section 2.3, upon the written request of a Holder, given within fifteen (15) days after the transmittal of any such written notice by facsimile confirmed by mail (which request shall specify the Registrable Securities intended to be disposed of by a Holder), the Company will use its best efforts to include in the registration statement with respect to such Public Offering the number of the Registrable Securities referred to in such Holder's request; provided that any participation in such Public Offering by such Holder shall be on substantially the same terms as those applicable to the participation therein by the Company or Other Stockholders; and provided, further, that the number of Registrable Securities to be included in any such Public Offering shall not exceed the Maximum Number. Any such Holder shall have the right to withdraw a request to include Registrable Securities in any Public Offering pursuant to this Section 2.2 by giving written notice to the Company of its election to withdraw such request at least five (5) days prior to the proposed effective date of such registration statement.
Piggy-Back. REGISTRATIONS. The Company represents that it will register the shares underlying the Warrants upon demand six months after issuance or at any time earlier if the Company files a Form S-3 under the Securities Act. If at any time the Company shall determine to register any of its securities under the Securities Act, other than on Form S-8 or Form S-4 or their then equivalents, it shall send to each Holder of the Common Stock or Warrant Shares (the "Registrable Shares"), including each Holder who has the right to acquire Registrable Shares, written notice of such determination and, if within 10 days after receipt of such notice, such Holder shall so request in writing, the Company shall use its best efforts to include in such registration statement all or any part of the Registrable Shares such Holder requests to be registered therein, except that if, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in any such registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to all securities whose holders have a contractual, incidental ("piggy-back") right to include such securities in the registration statement and as to which inclusion has been requested pursuant to such right, then the Company shall be obligated to include in such registration statement only such limited portion (which may be none) of the Registrable Shares with respect to which such Holder has requested inclusion hereunder.
Piggy-Back. REGISTRATIONS. If at any time the Company shall determine to register for its own account or the account of others, under the Securities Act of 1933, as amended (the "SECURITIES ACT") any of its equity securities, it shall send to each holder of Registrable Shares (as defined below), including each holder who has the right to acquire Registrable Shares, written notice of such determination and, if within fifteen (15) days after receipt of such notice, such holder shall so request in writing, the Company shall include in such registration statement all or any part of the Registrable Shares such holder requests to be registered. Nothing herein shall be construed so as to require the Company, in connection with any proposed offering, to engage the services of an underwriter under this Section 1.1 as, for example, if the Company shall file a registration statement under Rule 145 of the Securities Act without the services or engagement of any underwriter. "REGISTRABLE SHARES" shall consist of any and all shares of common stock, $0.01 par value per share (the "COMMON STOCK") held by the Holders issued or issuable upon conversion of the Series C Preferred, Series D Preferred or Series E Preferred; provided, however, that with respect to this Section 1.1, Sections 1.4 through 1.14 and Sections 3 through 11, "Registrable Shares" shall also consist of (i) the Common Stock held by GATX, GE, SVB and Orix issued or issuable upon conversion of their Preferred Stock, which is in turn issuable upon exercise of certain warrants to purchase Preferred Stock (the "PREFERRED WARRANTS"); and (ii) the Common Stock held by Pentech issuable upon exercise of that certain warrant to purchase Common Stock held by Pentech (the "PENTECH WARRANT"). If, in connection with any offering involving an underwriting of Common Stock to be issued by the Company, the managing underwriter shall impose a limitation on the number of shares of such Common Stock which may be included in the registration statement because, in its judgment, such limitation is necessary to effect an orderly public distribution, then the Company may reduce the number of Registrable Shares to be included in such an underwriting (pro rata among the requesting stockholders based upon the number of Registrable Shares owned by such stockholders), provided, however that in no event may less than twenty percent (20%) of the total number of shares of Common Stock to be included in such underwriting be made available for Registrab...
Piggy-Back. Rites. If the Company proposes to register any shares of Common Stock for itself or any of its stockholders (the "Existing Holders") under the Securities Action a Registration Statement on Form S-1, Form S-2 or Form S-3 (or an equivalent general registration form then in effect) for purposes of a Public Offering of such shares, the Company shall give written notice of such proposal at least 20 days before the anticipated filing date, with notice shall include the intended method of distribution of such shares, to the Purchaser. Such notice shall specify at a minimum the number of shares of Common Stock proposed to be registered, the proposed filing date of such Registration Statement, any proposed means of distribution of such shares and the proposed managing underwriter, if any. Subject to Section 2.06, upon the written request of the Purchaser, given within 10 days after the receipt of any such written notice by facsimile confirmed by mail (which request shall specify
Piggy-Back. Section is agreed that piggy-back services will not be by the Company except to move loads in excess of the number which can be handled by the regular highway drivers, loads are overlength, overheight and loads which cannot be reduced to the legal load limit. Section Where loads to cover all highway drivers have been assigned to the Highway Department and the Company has moved any excess loads by piggy-back, it will not be cause for grievance if, through circumstances beyond the control of the Company, a trip that had been assigned fails to ARTICLE
