Common use of Piggy Back Registration Clause in Contracts

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. 2.1 Whenever the Company shall proposes to file (but without any obligation to do so) a Registration Statement in connection with a Qualified Secondary Public Offering of shares of its Common Stock, at any time and from time to time, it will, prior to such filing, give the Purchaser at least 30 days’ prior written notice to the Investor of each filing by Company its intention to do so and, upon the written request 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 Investor given within 20 days after receipt of any the Company provides such notice, the Company shallshall use its reasonable good faith efforts to cause all Registrable Shares (that the Company has been requested to register by the Investor) to be registered under the Securities Act to the extent necessary to permit their sale; provided that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 2 without obligation to the Investor. 2.2 In connection with any Qualified Secondary Public Offering under this Section 2, at Company’s sole expense (other than the Company shall not be required to include any Registrable Shares in such underwriting unless the Investor accepts the terms of the underwriting discountsas agreed upon between the Company and the underwriter(s) selected by it, and then only in such quantity as will not, in the good faith opinion of the underwriter(s), jeopardize the success of the offering by the Company. If, in the opinion of the managing underwriter, the registration of all, or part of, the Registrable Shares that the Investor has requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares, 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 that the managing underwriter of any in good faith believes may be sold without causing 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 underwriteradverse effect.

Piggy Back Registration. In addition to the demand right of registration, the Holders of the Underwriter’s Warrants shall have the right for a period of not more than three years after the commencement of sales of the offering, to include the Registrable Securities as part of any other registration of securities filed by the Company shall give the Purchaser at least 30 days’ prior written notice of each filing by Company of a registration statement (other than in connection with a registration statement on Form S-4 transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-8 or on any successor forms thereto) with or equivalent form); provided, however, that if, in the SEC. If requested by written opinion of the Purchaser in writing within 20 days after receipt of any such notice, Company shall, at Company’s sole expense (other than the underwriting discountsmanaging underwriter or underwriters, 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 (collectivelyfor such offering, the “Registrable Securities”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale inclusion of the Registrable Securities through Securities, when added to the securities exchangebeing registered by the Company or the selling stockholder(s), if any, on will exceed the maximum amount of the Company’s securities which the Common Shares is being sold or on the over-the-counter marketcan be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will use its reasonable best efforts through its officersstill be required to include the Registrable Securities, directors, auditors, and counsel but may require the Holders 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 thatagree, in its opinionwriting, to delay the distribution sale of all or a any portion of the Registrable Securities requested for a period of 90 days from the effective date of the offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be included in the registration concurrently with the securities being registered sold by Company would materially adversely affect the distribution of such securities by Company then Company will include all stockholders in such registration firstpublic offering shall be apportioned pro rata among all such selling stockholders, the securities that Company proposes to sell and second, including all holders of the Registrable Securities requested to be included in such registrationSecurities, according to the extent permitted total amount of securities of the Company owned by said selling stockholders, including all holders of the managing underwriterRegistrable Securities.

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 Stock 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. (a) If at any time or times after the Company has had a registration statement with respect to an initial public offering of shares of its Common Stock declared effective by the Securities and Exchange Commission (the "SEC"), the Company shall give seek to register any shares of its Common Stock under the Purchaser Securities Act, whether in connection with a public offering of securities by the Company (a "primary offering"), a public offering of securities by shareholders of the Company (a "secondary offering"), or both, the Company will promptly, but in any event at least 30 days’ days prior to the filing of the applicable registration statement, give written notice of each thereof to Holder holding Registrable Securities (as such term is hereinafter defined). If, prior to the 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)applicable registration statement, 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 Holder requests in a writing delivered to the extent requisite to permit Company the public offering and sale inclusion of some or all of the Registrable Securities through owned by it in such registration, the securities exchange, if any, on which the Common Shares is being sold or on the over-the-counter market, and Company will use its reasonable best efforts through its officers, directors, auditors, and counsel to cause such effect the registration statement to become effective as promptly as practicable. If under the managing underwriter of any such offering shall determine and advise Company that, in its opinion, the distribution Securities Act of all or a portion of the Registrable Securities requested to be so included. (b) In the case of the registration of shares of capital stock by the Company in connection with any underwritten public offering, if the underwriter(s) determines that marketing factors require a limitation on the number of Registrable Securities to be offered, the Company shall not be required to register Registrable Securities of Holder in excess of the amount, if any, of shares of the capital stock which the principal underwriter of such underwritten offering shall reasonably and in good faith agree to include in such offering in excess of any amount to be registered for the Company. If any limitation of the number of shares ("secondary shares") to be sold by selling shareholders, including Holder, is required, then the number of secondary shares that may 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 statement shall be included in such registration, to the extent permitted by the managing underwriter.allocated among all selling shareholders

Piggy Back Registration. If at any time the Company shall give determine to file with the Purchaser at least 30 days’ prior written notice of each filing by Company of SEC a registration statement relating to an offering for its own account or the account of others under the Securities Act of 1933 Act of any of its equity securities (other than a registration statement on Form S-4 or Form S-8 or on their then equivalents relating to equity securities to be issued solely in connection with any successor forms theretoacquisition of any entity or business or equity securities issuable in connection with stock option or other bona fide, employee benefit plans), the Company shall send to each Purchaser written notice of such determination and, if within fifteen (15) with the SEC. If requested by the Purchaser in writing within 20 days after receipt the effective date of any such notice, Company shall, at Company’s sole expense (other than the underwriting discounts, if any, payable such Purchaser shall so request 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 (collectivelywriting, 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 Company shall include in such registration statement all or any part of the Underlying Shares such Purchaser requests to become effective as promptly as practicable. If be registered, except that if, in connection with any underwritten public offering for the account of the Company the managing underwriter underwriter(s) thereof shall impose a limitation on the number of any such offering shall determine and advise Company that, in its opinion, the distribution shares of all or a portion of the Registrable Securities requested to Common Stock which may be included in the registration concurrently with statement because, in such underwriter(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the securities being registered by Company would materially adversely affect the distribution of such securities by Company then Company will shall be obligated to include in such registration first, statement only such limited portion of the securities that Company proposes Underlying Shares with respect to sell and second, which such Purchaser has requested inclusion hereunder as the Registrable Securities requested underwriter shall permit. Any exclusion of Underlying Shares shall be made pro rata among the Purchasers seeking to include Underlying Shares in proportion to the number of Underlying Shares sought to be included in by such registration, to the extent permitted by the managing underwriterPurchaser.

Piggy Back Registration. If at any time after the Company shall give has completed a Public Equity Offering, the Purchaser at least 30 days’ prior written notice 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 each filing by Company any of its securityholders of any class of its Common Stock in a registration statement firmly underwritten Public Equity Offering (other than (i) a registration statement Registration Statement on Form S-4 or Form S-8 (or on any successor forms thereto) with substitute form that may be adopted by the SEC. If requested by ) or (ii) a Registration Statement filed in connection with an exchange offer or offering of securities solely to the Purchaser Company's existing securityholders), then the Company shall give written notice of such proposed filing to the Holders of Registrable Securities as soon as practicable (but in no event fewer than 20 days before the anticipated filing date), and such notice shall offer such Holders the opportunity to register such number of shares of Registrable Securities as each such Holder may request in writing within 20 30 days after receipt of any such notice, written notice from the Company shall, (which request shall specify the Registrable Securities intended to be disposed of by such Selling Holder) (a "Piggy-Back Registration"). The Company shall use its best efforts to keep such Piggy-Back Registration continuously effective under the Securities Act until at Company’s sole expense least the earlier of (other than A) the underwriting discounts90th day after the effective date thereof or (B) the consummation of the distribution by the Holders of all of the Registrable Securities covered thereby. The Company shall use its best efforts to cause the managing underwriter or underwriters, 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 proposed offering 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.a

Piggy Back Registration. (i) At least ten (10) days prior, Company shall give the Purchaser at least 30 days’ prior Purchasers written notice of each filing by Company with the SEC, 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(in each case, referred to hereinafter as a “Registration”). If requested by the Purchaser Purchasers 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 PurchaserPurchasers), register or otherwise include all or, at Purchaser’s Purchasers’ option, any portion of the Commitment Shares and Underlying Securities (collectivelySecurities, 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 shares of Common Shares Stock 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 or offering statement to become effective or qualified (as applicable) as promptly as practicable. If the managing underwriter , provided however, that Purchasers shall agree to a lock-up of any such offering shall determine and advise Company that, in its opinion, the distribution of no more than 180 days if all other shareholders who own 1% or a portion more of the Registrable Company do the same and if such lock-up is required by the underwriters in such offering. (ii) In the event of a Registration pursuant to these provisions, Company shall use its reasonable commercial efforts to cause the Securities requested so registered to be included in the registration concurrently with registered or qualified for sale under the securities being registered by Company would materially adversely affect the distribution or blue sky laws of such securities by Company then Company will include in such registration firstjurisdictions as the Purchasers may reasonably request; provided, the securities however, that Company proposes shall not be required to sell qualify to do business in any state by reason of this section in which it is not otherwise required to qualify to do business. (iii) Company shall keep effective or qualified any Registration required by this section and secondshall from time to time amend or supplement each applicable registration statement or offering statement, preliminary prospectus, final prospectus, application, document and communication for such period of time as shall be required to permit the Registrable Purchasers to complete the offer and sale of the Securities requested to be included covered thereby, but in such registrationany case, to the extent permitted by the managing underwriter.no longer than two

Piggy Back Registration. Company shall give the each 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 the Warrant Shares (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 Stock 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. 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 Underlying Shares and Underlying Securities (collectively, the “Registrable Securities”) Equity Interest concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale of the Registrable Securities Underlying Shares and the Equity Interest through the securities exchange, if any, on which the Common Shares shares of common stock 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 Underlying Shares and the Equity Interest 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 Underlying Shares and the Equity Interest requested to be included in such registration, to the extent permitted by the managing underwriter.

Piggy Back Registration. (a) In addition to the demand right of registration, the Holders of the Warrants shall have the right for a period of seven years commencing on the Effective Date, to include the Registrable Securities as part of any other registration of securities filed by the Company shall give the Purchaser at least 30 days’ prior written notice of each filing by Company of a registration statement (other than in connection with a registration statement on transaction contemplated by Rule 145(a) promulgated under the Act or pursuant to Form S-4 S-8); provided, however, that if, in the written opinion of the Company's managing underwriter 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 discountsunderwriters, 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 (collectivelyfor such offering, the “Registrable Securities”) concurrently with the registration of such other securities, all to the extent requisite to permit the public offering and sale inclusion of the Registrable Securities through Securities, when added to the securities exchangebeing registered by the Company or the selling stockholder(s), if any, on will exceed the maximum amount of the Company's securities which the Common Shares is being sold or on the over-the-counter marketcan be marketed (i) at a price reasonably related to their then current market value, and (ii) without materially and adversely affecting the entire offering, then the Company will use its reasonable best efforts through its officersstill be required to include the Registrable Securities, directors, auditors, and counsel but may require the Holders 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 thatagree, in its opinionwriting, to delay the distribution sale of all or a any portion of the Registrable Securities requested for a period of 90 days from the effective date of the offering, provided, further, that if the sale of any Registrable Securities is so delayed, then the number of securities to be included in the registration concurrently with the securities being registered sold by Company would materially adversely affect the distribution of such securities by Company then Company will include all stockholders in such registration firstpublic offering during such 90 day period shall be apportioned pro rata among all such selling stockholders, the securities that Company proposes to sell and second, including all holders of the Registrable Securities requested to be included in such registrationSecurities, according to the extent permitted total amount of securities of the Company owned by said selling stockholders, including all holders of the managing underwriterRegistrable Securities.

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 the Warrant Shares (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 Stock 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.