Common use of Piggy Back Registration Clause in Contracts

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 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”ACT"), collectively referred to as the “Securities Acts"SECURITIES ACTS,” " whether or not for sale for its own account, it will each such time give prompt written notice to the Optionee Executive of its intention to do so (the “Registration Notice”"REGISTRATION NOTICE"). Upon the written request of the OptioneeExecutive, 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 Executive's Common Stock as the Optionee Executive requests, by inclusion of such Option Shares the Executive's Common Stock in the registration statement that relates to the securities which the Company proposes to register, provided 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 Executive (the “Refusal Notice”"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 Executive's Common Stock 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 SharesExecutive's Common Stock, for the same period as the delay in registering such other securities.

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 Act 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 the Company If, at any time or from time to time while any Warrants or Registrable Securities are outstanding, the Company proposes to register file a registration statement with respect to 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 or another's account) under the Securities Act (including the Shelf Registration to be filed by the Company in accordance with its obligations under the Registration Rights Agreements each dated April 14, it will 1998 between the Company and each such time subscriber thereto (each, a "Registration Rights Agreement") and the Registration Statement to be filed by the Company in accordance with its obligations under the Registration Rights Agreement dated as of March 11, 1998, as amended, between the Company and RGC International Investors, LDC (the "▇▇▇▇ ▇▇▇▇ Registration Rights Agreement"), but excluding registration statements on Form ▇-▇, ▇▇▇▇ ▇-▇ or other forms that do not include substantially the same information as would be required in a form for the general registration of securities or that would not be available for registration of Registrable Securities), the Company shall, as expeditiously as possible, give prompt written notice to the Optionee Holders, of its the Company's intention to do so (the “Registration Notice”)file such registration statement. Upon the If, within 20 days after receipt of such notice, any Holder submits a written request to the Company specifying the Registrable Securities such Holder proposes to sell or otherwise dispose of (a "Piggy-Back Registration"), the Optionee, made within fifteen (15) business days after Company shall include the receipt number of the Registration Notice, shares of Registrable Securities specified in such Holder's request in such registration statement and the Company shall use its reasonable best efforts to keep each such registration statement in effect and to maintain compliance with each Federal and state law and regulation for the period necessary for such Holder to effect the registration under proposed sale or other disposition. Notwithstanding 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 registrationforegoing notice provisions, the Company shall determine for any reason either not include the number of shares of Registrable Securities requested by a Holder in writing to register or Company in the Registration Statement to delay registration of such securities, be filed by the Company may, at in accordance with its election, give written notice of such determination to obligations under 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 securitiesRights Agreement.

Piggy Back Registration. If the Company Company. at any time time. proposes to register any of its equity securities (or securities convertible into equity securities) under the 1933 Act (other than by registration on a Form S-4 or pursuant to the Securities Exchange Act of 1934Form, as amended (the “1934 Act”S-8 or any successor or similar form then in effect), collectively referred to as the “Securities Acts,” whether or not wheth▇▇ ▇▇ ▇▇▇ for sale for its own account, it will on a form and in a manner which would permit registration of Registrable Securities for sale, each such time it shall give prompt written notice to the Optionee Crawford of its intention to do so (so, describing such securities an▇ ▇▇▇▇▇▇ying the “Registration Notice”). Upon form and manner and the other relevant facts involved in such proposed registration, and upon the written request of Crawford delivered to the Optionee, made Company within fifteen (15) business 30 days after the receipt giving ▇▇ ▇▇▇ such notice (which request shall specify the Registrable Securities intended to be disposed of by Crawford and the Registration Noticeintended method of disposition thereof), the Company shall Com▇▇▇▇ ▇▇▇ll use its reasonable best efforts to effect the registration under the 1933 Act of all Registrable 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 has been so requested to registerregister by Crawford, to the extent required to permit the disposition ( in a▇▇▇▇▇▇▇▇e with the intended methods thereof as aforesaid) of the Registrable Securities so the be registered, provided that that: (i) if, at any time after giving the Registration Notice such written notice of its intention to register any of its securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for foe any reason either not to register or to delay the 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 any registrable Securities in connection with such terminated registration (but not from its obligation to pay the Registration Expenses (as defined herein) in connection therewith)registration, and (iiB) in the case of a determination to delay registering, shall be permitted to delay registering the Option Shares, any Registrable Securities for the same period as the delay in registering such other securities.

Piggy Back Registration. If the Company at any time proposes shall determine to register prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities (other than on Form S-3, Form S-4 or Form S-8 (each as promulgated under the Act Securities Act) or pursuant its then equivalents relating to equity securities to be issued in a primary offering by the Securities Exchange Act Company, solely in connection with any acquisition of 1934any entity or business or issuable in connection with stock option or other employee benefit plans, as amended (the “1934 Act”respectively), collectively referred then the Company shall send to as the “Securities Acts,” whether or not for sale for its own account, it will each such time give prompt Purchaser written notice to the Optionee of its intention to do so such determination and, if within seven (the “Registration Notice”). Upon the written request of the Optionee, made within fifteen (157) business days Business Days after the receipt of such notice, any such Purchaser shall so request in writing (which request shall specify the Registration NoticeUnderlying Shares intended to be disposed of by the Purchaser), the Company shall use its best efforts to effect will cause the registration under the Securities Acts Act of all Underlying Shares which the Company has been so requested to register by the Purchaser, to the extent required to permit the disposition of such amount Underlying Shares so to be registered. The Company shall include in such registration statement all or any part of such Underlying Shares such Purchaser requests to be registered; provided, however, that the Company shall not be required to register any Underlying Shares pursuant to this Section that are eligible for sale pursuant to Rule 144 of the Option Shares as Securities Act, or that the Optionee requestsCompany determines, by inclusion of such Option Shares acting in its sole and absolute discretion, would cause the registration statement that relates to not comply with the securities which provisions of Rule 415, as promulgated under the Company proposes to register, provided that if, at any time after giving Securities Act and interpreted by the Registration Notice and prior to the effective date staff of the registration statement filed in Securities and Exchange Commission. In connection with such registrationany registration of Underlying Shares pursuant to this Section, the Company and the Purchasers participating in such registration shall determine for any reason either not to register or to delay enter into a registration rights agreement containing customary and reasonable provisions regarding the 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.