Common use of Piggyback Rights Clause in Contracts

Piggyback Rights. If, at any time after the Warrant becomes exercisable in accordance with its terms, First Michigan shall determine to proceed with the preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for money of any of its securities (other than in connection with a dividend reinvestment, employee stock purchase, stock option, or similar plan or a registration statement on Form S-4) by it or any of its security holders, First Michigan shall give written notice thereof to the Holder. Upon the written request of the Holder given within ten days after receipt of any such notice from First Michigan, First Michigan shall, except as herein provided, cause all shares of First Michigan Common which the Holder shall request be included in such registration statement to be so included; provided, however, that nothing herein shall prevent First Michigan from abandoning or delaying any registration at any time; and provided, further, that if First Michigan decides not to proceed with a registration after the registration statement has been filed with the SEC and First Michigan's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by First Michigan, First Michigan shall promptly complete the registration for the benefit of the Holder if the Holder agrees to bear all additional and incremental expenses incurred by First Michigan as the result of such registration after First Michigan has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Holder may require that any shares of First Michigan Common 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. In the event that the shares of First Michigan Common requested for inclusion pursuant to this Section would constitute more than 25 percent of the total number of shares to be included in a proposed underwritten public offering, and if in the good faith judgment of the managing underwriter of such public offering the inclusion of all of such shares would interfere with the successful marketing of the shares of being offered by First Michigan, the number of shares otherwise to be included in the underwritten public offering hereunder may be reduced; provided, however, that after any such required reduction, the shares of First Michigan Common to be included in such offering for the account of the Holder shall constitute at least 25 percent of the total number of shares to be included in such offering.

Piggyback Rights. If, at any time after the Warrant becomes exercisable in accordance with its terms, First Michigan MSB shall determine to proceed with the preparation and filing of a registration statement under the 1933 Act Applicable Securities Laws in connection with the proposed offer and sale for money of any of its securities (other than in connection with a dividend reinvestment, employee stock purchase, stock option, or similar plan or a registration statement on Form S-4) by it or any of its security holders, First Michigan MSB shall give written notice thereof to the Holder. Upon the written request of the Holder given within ten days after receipt of any such notice from First MichiganMSB, First Michigan MSB shall, except as herein provided, cause all shares of First Michigan MSB Common Stock which the Holder shall request be included in such registration statement to be so included; provided, however, that nothing herein shall prevent First Michigan MSB from abandoning or delaying any registration at any time; and provided, further, that if First Michigan MSB decides not to proceed with a registration after the registration statement has been filed with the SEC United States Securities and First MichiganExchange Commission or the Office of Thrift Supervision, as required by applicable law (the "Securities Regulator") and MSB's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by First MichiganMSB, First Michigan MSB shall promptly complete the registration for the benefit of the Holder if the Holder agrees to bear all additional and incremental expenses incurred by First Michigan MSB as the result of such registration after First Michigan MSB has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Holder may require that any shares of First Michigan MSB Common Stock 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. In the event that the shares of First Michigan MSB Common Stock requested for inclusion pursuant to this Section would constitute more than 25 percent of the total number of shares to be included in a proposed underwritten public offering, and if in the good faith judgment of the managing underwriter of such public offering the inclusion of all of such shares would interfere with the successful marketing of the shares of being offered by First MichiganMSB, the number of shares otherwise to be included in the underwritten public offering hereunder may be reduced; provided, however, that after any such required reduction, the shares of First Michigan MSB Common Stock to be included in such offering for the account of the Holder shall constitute at least 25 percent of the total number of shares to be included in such offering.

Piggyback Rights. If, If Camden at any time after the Warrant becomes exercisable in accordance with its terms, First Michigan shall determine proposes to proceed with the preparation and filing of file a registration statement under the 1933 Act in connection with the proposed offer and sale for money of any of its securities Registration Statement (other than in connection with a dividend reinvestment, employee stock purchase, stock option, or similar plan an exchange offer or a registration statement Registration Statement on Form S-4S-4 or S-8 or other form of Registration Statement that would not permit registration of the Registrable Shares for sale to the public) by it or under the Act with respect to any of its Camden Shares or any security holdersconvertible into or exchangeable or exercisable for Camden Shares, First Michigan whether or not for sale for its own account, on a form and in a manner which would permit the registration of Registrable Shares for sale to the public under the Act, Camden shall give written notice thereof of the proposed registration to the Holderholders of Registrable Shares not later than the earlier to occur of (i) the fifth day following receipt by Camden of notice of exercise of any demand registration rights or (ii) 30 days prior to the filing thereof. Upon The holders of Registrable Shares shall have the written right to request that all or any part of the Holder given within ten days after receipt of any such notice from First Michigan, First Michigan shall, except as herein provided, cause all shares of First Michigan Common which the Holder shall request Registrable Shares be included in such the registration statement by giving written notice to be so includedCamden within 15 days after the giving of the notice by Camden; providedPROVIDED, howeverHOWEVER, that nothing herein shall prevent First Michigan from abandoning or delaying any registration at any time; and provided, further, that (A) if First Michigan decides not to proceed with a registration after the registration statement has been filed with relates to an underwritten primary offering on behalf of Camden and the SEC managing underwriters of the offering determine in good faith that the aggregate amount of securities of Camden which those holders and First Michigan's decision not Camden propose to proceed include in the Registration Statement exceeds the maximum amount of securities that could practicably be included therein, Camden will include in the registration, first, the securities which Camden proposes to sell, second, pro rata, any securities of any existing holders of other piggyback registration rights and the Registrable Shares of the Investors, and third, the securities of any subsequent holders of other piggyback registration rights, and (B) if the registration is primarily based upon an underwritten secondary registration on behalf of any of the anticipated public offering price other security holders of Camden and the managing underwriters determine in good faith that the aggregate amount of securities which the holders of Registrable Shares and such security holders propose to include in the registration exceeds the maximum amount of securities that could practicably be included therein, Camden will include in the registration, first, the securities to be sold by First Michiganfor the account of any other holders entitled to demand registration, First Michigan second, the Registrable Shares of the Investors and third, other securities to be sold for the account of other holders electing to include (but not being entitled to demand inclusion of) securities in the registration. (It is understood, however, that the underwriters shall promptly complete have the right to terminate entirely the participation therein of the holders of Registrable Shares if the underwriters eliminate entirely the participation in the registration for of all the benefit other holders electing to include (but not be entitled to demand inclusion of) securities in the registration.) If the registration is not an underwritten registration, then all of the Holder if the Holder agrees to bear all additional and incremental expenses incurred by First Michigan as the result of such registration after First Michigan has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Holder may require that any shares of First Michigan Common Registrable Shares 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. In the event that the shares of First Michigan Common requested for inclusion pursuant to this Section would constitute more than 25 percent of the total number of shares to be included in a proposed underwritten public offering, and if in the good faith judgment of the managing underwriter of such public offering the inclusion of all of such shares would interfere with the successful marketing of the shares of being offered by First Michigan, the number of shares otherwise to be included in the underwritten public offering hereunder may registration shall be reduced; provided, however, that after any such required reduction, the shares of First Michigan Common included. Registrable Shares proposed to be included in such registered and sold pursuant to an underwritten offering for the account of the Holder holders of Registrable Shares shall constitute be sold to prospective underwriters selected or approved by Camden and on the terms and subject to the conditions of one or more underwriting agreements negotiated between Camden, the holders of Registrable Shares and any other holders demanding registration and the prospective underwriters. Camden may withdraw any Registration Statement at least 25 percent any time before it becomes effective, or postpone the offering of securities, without obligation or liability to the total number holders of shares to Registrable Shares. Registrable Shares need not be included in such offeringany Registration Statement pursuant to this provision if in the opinion of counsel to Camden reasonably acceptable to the holders of Registrable Shares registration under the Act is not required for public distribution of the Registrable Shares. 1(c) INABILITY TO DELIVER REGISTERED SHARES. Whenever an Investor notifies Camden that the Investor intends to exercise a right of exchange, Camden shall deliver to the Investor within five business days a statement as to whether registered Camden Shares are immediately available and if registered shares are not immediately available, an estimate of the time when registered shares will be available. If Camden estimates that registered shares will be available after 30 days, then the Investor will have the option to exchange Units for unregistered shares, or to wait until registered shares become available; PROVIDED, HOWEVER, Camden shall not be obligated to issue unregistered shares unless there are available exemptions from registration under the Act and from qualification under applicable state securities laws. The determination as to whether an exemption is available in accordance with the foregoing shall be made by Camden in its sole discretion. If Camden issues unregistered shares, then for a period of three years holders of those unregistered shares shall have the right to request inclusion of those shares in any registration statement filed in accordance with this Agreement, to the same extent as holders of Registrable Shares.

Piggyback Rights. If, at any time after the Warrant becomes exercisable in accordance with its terms, First Michigan Winter Park Bank shall determine to proceed with the preparation and filing of a registration statement under the 1933 Act Registration Provisions in connection with the proposed offer and sale for money of any of its securities (other than in connection with a dividend reinvestment, employee stock purchase, stock option, or similar plan or a registration statement on Form S-4in connection with an acquisition where Winter Park is the surviving corporation and uses Winter Park Common shares as consideration) by it or any of its security holders, First Michigan Winter Park Bank shall give written notice thereof to the Holder. Upon the written request of the Holder given within ten days after receipt of any such notice from First MichiganWinter Park Bank, First Michigan Winter Park Bank shall, except as herein provided, cause all shares of First Michigan Winter Park Common which the Holder shall request be included in such registration statement to be so included; provided, however, that nothing herein shall prevent First Michigan Winter Park Bank from abandoning or delaying any registration at any time; and provided, further, that if First Michigan Winter Park Bank decides not to proceed with a registration after the registration statement has been filed with the SEC appropriate regulatory agency and First MichiganWinter Park Bank's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by First MichiganWinter Park Bank, First Michigan Winter Park Bank shall promptly complete the registration for the benefit of the Holder if the Holder agrees to bear all additional and incremental expenses incurred by First Michigan Winter Park Bank as the result of such registration after First Michigan Winter Park Bank has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Holder may require that any shares of First Michigan Winter Park Common 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. In the event that the shares of First Michigan Winter Park Common requested for inclusion pursuant to this Section would constitute more than 25 percent of the total number of shares to be included in a proposed underwritten public offering, and if in the good faith judgment of the managing underwriter of such public offering the inclusion of all of such shares would interfere with the successful marketing of the shares of being offered by First MichiganWinter Park Bank, the number of shares otherwise to be included in the underwritten public offering hereunder may be reduced; provided, however, that after any such required reduction, the shares of First Michigan Winter Park Common to be included in such offering for the account of the Holder shall constitute at least 25 percent of the total number of shares to be included in such offering.

Piggyback Rights. IfCommencing one year following the date of Scoop's initial public offering of Common Stock, at any and for the duration of the exercise periods of the warrant and option referred to in Section 1.1 above, each time after the Warrant becomes exercisable in accordance with its terms, First Michigan shall determine Scoop proposes to proceed with the preparation and filing of file a registration statement under the 1933 Act in connection with the proposed offer and sale for money of any of its securities (other than a registration statement relating to the issuance of securities of Scoop pursuant to employee benefit plans or the distribution of securities of Scoop in connection with a dividend reinvestmentmerger, employee stock purchase, stock option, acquisition or similar plan or a registration statement on Form S-4exchange offer) by it or any covering the proposed sale for cash of shares of its security holdersCommon Stock on a form that would also permit the registration of Warrant Shares, First Michigan Scoop shall give written notice thereof to the Holder. Upon the written request of the Holder given within ten twenty (20) days after receipt of any such written notice from First MichiganScoop, First Michigan shall, except as herein provided, Scoop shall use its best efforts to cause all shares the number of First Michigan Common which Warrant Shares requested by the Holder shall request to be included in the registration statement. If the managing underwriter or underwriters of such registration statement public offering determine, in their sole discretion, that marketing factors require a limitation of the number of shares to be so includedunderwritten or that the inclusion of any or all of the Warrant Shares in the registration could jeopardize the success of the offering by Scoop, the Warrant Shares requested by the Holder to be registered shall be reduced or excluded from the offering as determined by the underwriters, in their sole discretion; provided, however, that nothing herein shall prevent First Michigan from abandoning or delaying any registration at any time; and provided, further, provided that if First Michigan decides not to proceed any other holders of Common Stock of Scoop with a registration after rights have also requested registration, the registration statement has been filed with the SEC number of Warrant Shares and First Michigan's decision not to proceed is primarily all such other stock shall be reduced proportionately based upon the anticipated public offering price number of shares of registrable stock then held by each of the securities to be sold by First Michigan, First Michigan shall promptly complete the registration for the benefit of the Holder if the Holder agrees to bear all additional and incremental expenses incurred by First Michigan as the result holders of such registration after First Michigan rights, respectively. Scoop shall have the right to terminate or withdraw any registration initiated by it under this Section 5(b) prior to the effectiveness of such registration whether or not Holder has decided not elected to proceedinclude Warrant Shares in such registration. If any Any sales of Warrant Shares pursuant to a registration pursuant to this Section 5(b) shall be underwritten in whole or in part, the Holder may require that any shares of First Michigan Common requested for inclusion pursuant to this Section be included in the underwriting on the same terms and conditions as the securities otherwise being sold effected through the underwriters. In the event that the shares of First Michigan Common requested for inclusion pursuant to this Section would constitute more than 25 percent of the total number of shares to be included in a proposed underwritten public offering, and if in the good faith judgment of the managing underwriter of such public offering registered offering. The registration rights described in this Section 5(b) shall terminate prior to the inclusion period described above in this Section 5(b) if, and as of such time, all of such shares would interfere with the successful marketing of the shares of being offered by First Michigan, the number of shares otherwise to be included in the underwritten public offering hereunder Warrant Shares may be reduced; provided, however, that after sold or transferred by Holder in one or more transactions pursuant to Rule 144 under the Act (or any such required reduction, the shares of First Michigan Common to be included success or rule thereto) either without volume limitations or in such offering for the account of the Holder shall constitute at least 25 percent of the total number of shares to be included in such offeringcompliance with any applicable volume limitations.

Piggyback Rights. If, If at any time after during the Exercise Period, the Company shall prepare and file one or more registration statements under the Act with respect to a public offering of equity or debt securities of the Company, or of any such securities of the Company held by its security holders, the Company will include in any such registration statement such information as is required, and such number of the Warrant becomes exercisable Stock issuable, or previously issued and then outstanding, pursuant to the exercise of this Warrant (collectively, the "Warrant Securities") held by the Registered Holders thereof or their respective designees or transferees as may be requested, to permit a public offering of the Warrant Securities so requested; provided, however, that if, in accordance the written opinion of the Company's managing underwriter, if any, for such offering, the inclusion of the Warrant Securities requested to be registered, when added to the securities being registered by the Company or the selling security holder(s), would exceed the maximum amount of the Company's securities that can be marketed without otherwise materially and adversely affecting the entire offering, then the Company may exclude from such offering all or any portion of the Warrant Securities requested to be so registered, but only if no securities are included in such registration statement other than securities being sold for the account of the Company or by Persons pursuant to the exercise of "demand" registration rights or of "piggyback" registration rights granted prior to the Issuance Date which are expressly senior to those of the Registered Holder, and then only on a pro rata basis with its terms, First Michigan respect to all securities not being sold by the Company or by Persons exercising such "demand" or senior "piggyback" registration rights.. The Company shall determine to proceed bear all fees and expenses incurred by it in connection with the preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for money of any of its securities (other than in connection with a dividend reinvestment, employee stock purchase, stock option, or similar plan or a registration statement on Form S-4) by it or any of its security holders, First Michigan shall give written notice thereof to the Holder. Upon the written request of the Holder given within ten days after receipt of any such notice from First Michigan, First Michigan shall, except as herein provided, cause all shares of First Michigan Common which the Holder shall request be included in such registration statement to be so included; provided, however, that nothing herein shall prevent First Michigan from abandoning or delaying any registration at any time; and provided, further, that if First Michigan decides not to proceed with a registration after the registration statement has been filed with the SEC and First Michigan's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by First Michigan, First Michigan shall promptly complete the registration for the benefit of the Holder if the Holder agrees to bear all additional and incremental expenses incurred by First Michigan as the result of such registration after First Michigan has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Holder may require that any shares of First Michigan Common 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 underwritersstatement. In the event that of such a proposed registration, the shares Company shall furnish the then Registered Holders of First Michigan Common requested for inclusion Warrant Securities with not less than thirty (30) days' written notice prior to the proposed or expected effectiveness date of such registration statement. Such notice shall continue to be given by the Company to Registered Holders of Warrant Securities, with respect to subsequent registration statements filed by the Company, until such time as all of the Warrant Securities have been registered or may be sold by the Registered Holders thereof without registration under the Act or applicable state securities laws and regulations, and without limitation as to volume, pursuant to this Section would constitute more than 25 percent Rule 144 of the total number Act or any succeeding provision. The holders of shares Warrant Securities shall exercise the rights provided for in this subsection 11.1 by giving written notice to be included in a proposed underwritten public offeringthe Company, and if in the good faith judgment within twenty (20) days of receipt of the managing underwriter of such public offering the inclusion of all of such shares would interfere with the successful marketing of the shares of being offered by First Michigan, the number of shares otherwise to be included in the underwritten public offering hereunder may be reduced; provided, however, that after any such required reduction, the shares of First Michigan Common to be included in such offering Company's notice provided for the account of the Holder shall constitute at least 25 percent of the total number of shares to be included in such offeringherein.

Piggyback Rights. If, at any time after the Warrant becomes exercisable in accordance with its terms, First Michigan Empire shall determine to proceed with the preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for money of any of its securities (other than in connection with a dividend reinvestment, employee stock purchase, stock option, or similar plan or a registration statement on Form S-4) by it or any of its security holders, First Michigan Empire shall give written notice thereof to the Holder. Upon the written request of the Holder given within ten days after receipt of any such notice from First MichiganEmpire, First Michigan Empire shall, except as herein provided, cause all shares of First Michigan Empire Common which the Holder shall request be included in such registration statement to be so included; provided, however, that nothing herein shall prevent First Michigan Empire from abandoning or delaying any registration at any time; and provided, further, that if First Michigan Empire decides not to proceed with a registration after the registration statement has been filed with the SEC and First MichiganEmpire's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by First MichiganEmpire, First Michigan Empire shall promptly complete the registration for the benefit of the Holder if the Holder agrees to bear all additional and incremental expenses incurred by First Michigan Empire as the result of such registration after First Michigan Empire has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Holder may require that any shares of First Michigan Empire Common 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. In the event that the shares of First Michigan Empire Common requested for inclusion pursuant to this Section would constitute more than 25 percent of the total number of shares to be included in a proposed underwritten public offering, and if in the good faith judgment of the managing underwriter of such public offering the inclusion of all of such shares would interfere with the successful marketing of the shares of being offered by First MichiganEmpire, the number of shares otherwise to be included in the underwritten public offering hereunder may be reduced; provided, however, that after any such required reduction, the shares of First Michigan Empire Common to be included in such offering for the account of the Holder shall constitute at least 25 percent of the total number of shares to be included in such offering.

Piggyback Rights. If, If at any time after during the Exercise Period, the Company shall prepare and file one or more registration statements under the Act with respect to a public offering of equity or debt securities of the Company, or of any such securities of the Company held by its security holders, the Company will include in any such registration statement such information as is required, and such number of the Warrant becomes exercisable Stock issuable, or previously issued and then outstanding, pursuant to the exercise of this Warrant (collectively, the "Warrant Securities") held by the Registered Holders thereof or their respective designees or transferees as may be requested, to permit a public offering of the Warrant Securities so requested; provided, however, that if, in accordance the written opinion of the Company's managing underwriter, if any, for such offering, the inclusion of the Warrant Securities requested to be registered, when added to the securities being registered by the Company or the selling security holder(s), would exceed the maximum amount of the Company's securities that can be marketed without otherwise materially and adversely affecting the entire offering, then the Company may exclude from such offering all or any portion of the Warrant Securities requested to be so registered, but only if no securities are included in such registration statement other than securities being sold for the account of the Company or by Persons pursuant to the exercise of "demand" registration rights or of "piggyback" registration rights granted prior to the Issuance Date which are expressly senior to those of the Registered Holder, and then only on a pro rata basis with its terms, First Michigan respect to all securities not being sold by the Company or by Persons exercising such "demand" or senior "piggyback" registration rights. The Company shall determine to proceed bear all fees and expenses incurred by it in connection with the preparation and filing of a registration statement under the 1933 Act in connection with the proposed offer and sale for money of any of its securities (other than in connection with a dividend reinvestment, employee stock purchase, stock option, or similar plan or a registration statement on Form S-4) by it or any of its security holders, First Michigan shall give written notice thereof to the Holder. Upon the written request of the Holder given within ten days after receipt of any such notice from First Michigan, First Michigan shall, except as herein provided, cause all shares of First Michigan Common which the Holder shall request be included in such registration statement to be so included; provided, however, that nothing herein shall prevent First Michigan from abandoning or delaying any registration at any time; and provided, further, that if First Michigan decides not to proceed with a registration after the registration statement has been filed with the SEC and First Michigan's decision not to proceed is primarily based upon the anticipated public offering price of the securities to be sold by First Michigan, First Michigan shall promptly complete the registration for the benefit of the Holder if the Holder agrees to bear all additional and incremental expenses incurred by First Michigan as the result of such registration after First Michigan has decided not to proceed. If any registration pursuant to this Section shall be underwritten in whole or in part, the Holder may require that any shares of First Michigan Common 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 underwritersstatement. In the event that of such a proposed registration, the shares Company shall furnish the then Registered Holders of First Michigan Common requested for inclusion Warrant Securities with not less than thirty (30) days' written notice prior to the proposed or expected effectiveness date of such registration statement. Such notice shall continue to be given by the Company to Registered Holders of Warrant Securities, with respect to subsequent registration statements filed by the Company, until such time as all of the Warrant Securities have been registered or may be sold by the Registered Holders thereof without registration under the Act or applicable state securities laws and regulations, and without limitation as to volume, pursuant to this Section would constitute more than 25 percent Rule 144 of the total number Act or any succeeding provision. The holders of shares Warrant Securities shall exercise the rights provided for in this subsection 11.1 by giving written notice to be included in a proposed underwritten public offeringthe Company, and if in the good faith judgment within twenty (20) days of receipt of the managing underwriter of such public offering the inclusion of all of such shares would interfere with the successful marketing of the shares of being offered by First Michigan, the number of shares otherwise to be included in the underwritten public offering hereunder may be reduced; provided, however, that after any such required reduction, the shares of First Michigan Common to be included in such offering Company's notice provided for the account of the Holder shall constitute at least 25 percent of the total number of shares to be included in such offeringherein.