Piggy Back Registration Clause Samples

Piggy Back Registration. (a) If the Company shall, at any time prior to the expiration of this Warrant, authorize a registration of its Common Stock with the Securities and Exchange Commission (the "SEC"), the Company shall furnish the Holder with at least 30 days prior written notice thereof and the Holder shall have the option to include the Shares to be issued to the Holder upon the exercise of this Warrant in such registration statement. The Holder shall exercise the "piggy-back registration rights" granted pursuant to this Section 7 by giving written notice to the Company within 20 days of the receipt of the written notice from the Company described above. (b) Notwithstanding any other provision of this Warrant, the Company's obligations under this Section 7 shall be subject to the following terms and conditions: (i) The obligations of the Company set forth under this Section 7 shall not arise upon the filing of a registration statement that covers any of the following: (A) securities proposed to be issued in exchange for assets or securities of another corporation; (B) debt securities not convertible into, or exchangeable for, shares of Common Stock; (C) securities to be issued pursuant to a transaction registered on Form S-4 (or any registration form promulgated by the SEC in substitution of that form); or (D) a stock option, stock bonus, stock purchase, or other employee benefit or compensation plan or securities issued or issuable pursuant to any such plan. (ii) If the Company files a registration statement in connection with an underwritten public offering of Common Stock, the Company shall use its best efforts to cause the managing underwriter of the proposed offering to grant any request by the Holder that Shares purchased by the Holder upon the exercise of this Warrant be included in the proposed public offering on terms and conditions that are customary under industry practice. Notwithstanding any other provision of this Agreement, if the managing underwriter of the public offering of the Common Stock gives written notice to the Company that, in the reasonable opinion of such managing underwriter, marketing factors require a limitation of the total number of shares of Common Stock to be underwritten, then the number of Shares purchased by the Holder upon the exercise of this Warrant that the Company shall be obligated to include in the registration statement shall be reduced in accordance with the limitations imposed by the managing underwriter. (iii) The Holder must...

Piggy Back Registration. (a) If the Company at any time after 180 days after the Effective Date proposes to file on its behalf and/or on behalf of any holder of its Securities a registration statement under the Securities Act on any form for the registration of Securities in connection with an underwritten offering of equity Securities for cash (a "PIGGY-BACK REGISTRATION"), it will give written notice to all Holders at least 20 days before the initial filing with the SEC of such piggy-back registration statement (a "PIGGY-BACK REGISTRATION STATEMENT"). The notice shall offer to include in such filing the aggregate number of shares of Registrable Securities as such Holders may request. (b) Each Holder desiring to have Registrable Securities registered under this Section 3 ("PARTICIPATING PIGGY-BACK HOLDERS") shall advise the Company in writing within ten (10) days after the date of receipt of such offer from the Company, setting forth the amount of such Registrable Securities for which registration is requested. The Company shall thereupon include in such filing the number or amount of Registrable Securities for which registration is so requested, subject to paragraph (c) below, and shall use commercially reasonable efforts to effect registration of such Registrable Securities under the Securities Act. (c) If the managing underwriter of such proposed public offering advises in writing that, in its opinion, the amount of Registrable Securities requested to be included in the Piggy-Back Registration in addition to the Securities being registered by the Company would be greater than the Maximum Number of Securities, then: (i) in the event the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the Securities the Company proposes to register and second, the Securities of all other selling security holders, including the Participating Piggy-Back Holders, to be included in such Piggy-Back Registration in an amount which together with the Securities the Company proposes to register, shall not exceed the Maximum Number of Securities, such amount to be allocated among such other selling security holders on a pro rata basis; (ii) in the event any holder (or holders) of Securities of the Company initiated the Piggy-Back Registration, the Company shall include in such Piggy-Back Registration first, the Securities such security holder (or holders) proposes to register, second, any Securities that the Company proposes to register, and ...

Piggy Back Registration. If at any time after the date hereof the Company proposes to file a Registration Statement under the Securities Act with respect to an offering by the Company for its own account or for the account of any of its respective security holders other than a Registration Statement on Form 10, S-4 or Form S-8 (or any substitute form that may be adopted by the Commission) or on any other form inappropriate for an underwritten public offering or related solely to securities to be issued in a merger, acquisition of the stock or assets of another entity or in a similar transaction, then the Company shall give written notice of such proposed filing to the Holders as soon as practicable (but in no event less than 30 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of Registrable Securities as each such Holder may request (which request shall specify the number of shares and the type of Registrable Securities intended to be disposed of by such Holder and shall also state the firm intent of the Holder to offer Registrable Securities for sale) (a "Piggy-Back Registration"). With respect to the foregoing registration, the Company shall use its reasonable best efforts to cause the managing Underwriter or Underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company or any other security holder included therein and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method of distribution thereof. Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any Registration Statement pursuant to this Section 2.1 by giving written notice to the Company of its request to withdraw.

Piggy Back Registration. In addition to the demand right of registration, the Holders of the Purchase Options shall have the right for a period of seven years commencing on the Effective Date of the Registration Statement, to include the Registrable Securities as part of any other registration or registrations 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). The Company shall bear all fees and expenses in connection with registering the Registrable Securities, including the expenses of any legal counsel selected by the Holders to represent them in connection with the registration and sale of the Registrable Securities, but the Holders shall pay any underwriting commissions related to the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each applicable registration statement filed by the Company until such time as all of the Registrable Securities have been registered and sold. The holders of the Registrable Securities may exercise the “piggy-back” rights provided for herein by giving written notice, within ten days of the receipt of the Company’s notice of its intention to file a registration statement. The Company shall cause any registration statement filed pursuant to the above “piggyback” rights to remain effective for at least nine months from the date that the Holders of the Registrable Securities are first given the opportunity to sell all of such securities. The Company agrees, at its sole expenses, to use its reasonable best efforts to qualify or register the Registrable Securities in such states as are reasonably requested by the Holders; provided, however, that the Company shall not be required to register the Registrable Securities in a state in which such registration would cause the Company to be obligated to qualify to do business generally in such state, or would subject the Company to taxation as a foreign corporation doing business in such jurisdiction.

Piggy Back Registration. If at any time the Company shall determine to register under the Securities Act (including pursuant to a demand of any shareholder of the Company exercising registration rights other than pursuant to Section 2.2 or Section 2.3 hereof) any of its Common Stock in connection with the public offering of such securities solely for cash (other than a registration relating solely to (i) the sale of securities to participants in a Company employee benefits plan, (ii) equity securities issuable upon conversion of debt securities or (iii) a registration relating solely to a Rule 145 transaction), it shall send to each Holder written notice of such determination and, if within ten (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 Securities that such Holder requests to be registered, 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 Common Stock included in any such registration statement because, in such underwriter’s judgment, such limitation is necessary based on market conditions, (a) if such offering is the initial Public Offering of the Company’s securities solely for the Company’s own account, the Holders may be excluded entirely if the underwriters make the determination described above, and (b) if such offering is not the initial Public Offering of the Company’s securities or if the underwriters otherwise do not entirely exclude the Registrable Securities from the registration, the Company shall be obligated to include in such registration statement, with respect to the requesting Holder, only an amount of Registrable Securities equal to the product of (i) the number of Registrable Securities that remain available for registration after the underwriter’s cut back and (ii) such Holder’s Ownership Percentage; provided, however, in either case, no Registrable Securities shall be reduced or excluded from any registration unless all other securities other than the Registrable Securities are first entirely excluded from such registration. If any Holder disapproves of the terms of such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter. No incidental right under this Section 2.1 shall be construed to limit any registration req...

Piggy Back Registration. If the Company at any time proposes to register any of its securities under the Act or pursuant to the Securities Exchange Act of 1934, as amended (the “1934 Act”), collectively referred to as the “Securities Acts,” whether or not for sale for its own account, it will each such time give prompt written notice to the Optionee of its intention to do so (the “Registration Notice”). Upon the written request of the Optionee, made within fifteen (15) business days after the receipt of the Registration Notice, the Company shall use its best efforts to effect the registration under the Securities Acts of such amount of the Option Shares as the Optionee requests, by inclusion of such Option Shares in the registration statement that relates to the securities which the Company proposes to register, provided that if, at any time after giving the Registration Notice and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason either not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to the Optionee (the “Refusal Notice”) and, thereupon, (i) in the case of a determination not to register, shall be relieved of its obligation to register the Option Shares in connection with such terminated registration (but not from its obligation to pay the Registration Expenses (as defined herein) in connection therewith), and (ii) in the case of a determination to delay registering, shall be permitted to delay registering the Option Shares, for the same period as the delay in registering such other securities.

Piggy Back Registration. If, at any time prior to the Maturity Date, the Borrower proposes to file a registration statement under the 1933 Act with respect to an underwritten offering by the Borrower for its own account or for the account of others of any class of security (other than (a) a registration statement on Forms S-4 or S-8, (b) a registration statement filed in connection with an exchange offer or (c) a registration statement filed as a result of Section 2 hereof), then the Borrower shall in each case give written notice of such proposed filing to the Creditor at least 30 days prior to the anticipated filing date, and such notice shall offer the Creditor the opportunity to register such shares of Registrable Securities as each such holder may request. The Borrower shall use its reasonable best efforts to cause the managing underwriter or underwriters of a proposed underwritten offering to permit the holders of Registrable Securities requested in writing within fifteen (15) days after the notice given by the Borrower to be included in the registration for such offering to include such securities in such offering on the same terms and conditions as any similar securities of the Borrower included therein. Notwithstanding the foregoing, if the managing underwriter or underwriters of such offering delivers an opinion to the Creditor that the total amount of securities which it or the Borrower or any other persons or entities intend to include in such offering is sufficiently large to materially and adversely affect the success of such offering, then the amount or kind of securities to be offered for the accounts of the Creditor shall be reduced pro rata with respect to each holder to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter or underwriters; provided, however, that if securities are being offered for the account of other persons or entities (other than those exercising demand registration rights) as well as the Borrower, such reduction shall not represent a greater fraction of the number of securities intended to be offered by the Creditor than the fraction of similar reductions imposed on such other persons or entities with respect to the amount of securities they intended to offer.

Piggy Back Registration. Company shall give the Purchaser at least 30 days’ prior written notice of each filing by Company of a registration statement (other than a registration statement on Form S-4 or Form S-8 or on any successor forms thereto) with the SEC. If requested by the Purchaser in writing within 20 days after receipt of any such notice, Company shall, at Company’s sole expense (other than the underwriting discounts, if any, payable in respect of the shares sold by the Purchaser), register all or, at Purchaser’s option, any portion of the Commitment Shares and Underlying Securities (collectively, the “Registrable Securities”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Registrable Securities through the securities exchange, if any, on which the Common Shares is being sold or on the over-the-counter market, and will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such registration statement to become effective as promptly as practicable. If the managing underwriter of any such offering shall determine and advise Company that, in its opinion, the distribution of all or a portion of the Registrable Securities requested to be included in the registration concurrently with the securities being registered by Company would materially adversely affect the distribution of such securities by Company then Company will include in such registration first, the securities that Company proposes to sell and second, the Registrable Securities requested to be included in such registration, to the extent permitted by the managing underwriter.

Piggy Back Registration. With respect to only one of the first three times the Company files a Registration Statement under the Securities Act, and at the request of the Holder, the Company shall use its commercially reasonable efforts, to the extent permissible under U.S. securities laws and the rules and regulations thereunder, to include the Piggy-Back Registrable Securities in such Registration Statement with the intention of covering the resale of all of the Piggy-Back Registrable Securities at prevailing market prices (and not fixed prices). The Company shall, to the extent permissible by U.S. securities laws and the rules and regulations thereunder initially register for resale all of the Piggy-Back Registrable Securities, or an amount equal to the maximum amount allowed under the applicable rule or rules as interpreted by the SEC. In the event the Company cannot register the Piggy-Back Registrable Securities, due to the remaining number of authorized shares (including shares held in the share reservation established for the benefit of the Holder) of Common Stock being insufficient, the Company will use its best efforts to register the maximum number of shares it can, based upon the remaining balance of authorized shares (including shares held in the share reservation established for the benefit of the Holder) and will use its best efforts to increase the number of its authorized shares as soon as reasonably practicable.