Piggyback Sample Clauses
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Piggyback. REGISTRATION
(a) If, prior to the effectiveness of the Initial Registration Statement or at any time the Initial Registration Statement is not effective, any Registrable Securities continue to be Restricted Registrable Securities, each time that the Company shall propose the registration under the Act of any shares of Common Stock of the Company, other than a registration relating to employee benefit plans, or a corporate reorganization or other transactions under Rule 145, notice of such proposed registration stating the total number of shares proposed to be the subject of such registration shall be given to the Holders of Restricted Registrable Securities and Warrants, if any have not yet been exercised. The Company will use its best efforts to include in any registration statement filed with the Commission with regard to such proposed registration the number of Restricted Registrable Securities specified in writing by any such Holders to it within 20 days after receipt of said notice, provided that any Holders of any Warrant exercises such of his Warrants within 20 days after receipt of said notice as is necessary to have included in the registration statement the shares of Common Stock so specified by him. Any Holders who participates in the public offering pursuant to such registration statement shall be entitled to all the benefits of this Agreement in connection with any registration hereunder, except as otherwise provided in this Section 3. The right to registration provided in this Section is in addition to and not in lieu of the registration rights provided in Section 2 hereof.
(b) All Registration Expenses, as hereinafter defined, in connection with the offering of securities of the Company pursuant to any registration statement filed pursuant to this Section 3, whether or not such registration statement becomes effective under the Act, shall be borne by the Company and the Holders, provided that the Holders of Restricted Registrable Securities then being registered shall pay (pro rata between or among the Holders thereof) to the Company only that portion of such Registration Expenses attributable to the inclusion in such registration statement of such Restricted Registrable Securities (i.e., the marginal amount). Such Holders shall pay all transfer taxes and out-of-pocket expenses incurred by them with respect to the registration and sale of the shares of Restricted Registrable Securities owned by them and included in such registration statemen...
Piggyback. REGISTRATION --------------------------------
Piggyback. Contract A Contract let by any department, agency or instrumentality of the United States government, or any department, agency, office, political subdivision or instrumentality of any state or state(s) which is adopted and extended for use by the OGS Commissioner in accordance with the requirements of the State Finance Law.
Piggyback. The Purchaser will use its best efforts to include the Diversinet Shares received by the Shareholders in the Subsequent Registration Statement under the Securities Act in accordance with the provisions set forth in Section 2.4.
Piggyback. It is acknowledged by the parties hereto that pursuant to Section 2.7(a) above, the securities to be included in a registration initiated by the Company, including with respect to a Shelf Takedown Prospectus Supplement, shall be allocated: (i) first, to the Company; (ii) second, to the Holders; and (iii) third, to any others requesting registration of securities of the Company.
Piggyback. Registration”) then, as expeditiously as reasonably possible following such determination, the Purchaser shall give written notice (the “Incidental Registration Notice”) of its intention to effect such a registration to the Seller, and such notice shall offer Seller the opportunity to register such number of registrable securities as each such Seller may request in writing. The Purchaser shall include in such registration statement all such registrable securities which are requested in writing by the Seller (a “Piggyback Participation Notice”) to be included therein, on the same terms and conditions as the securities otherwise being sold in such registration, such Piggyback Participation Notice to be received within fifteen (15) days after the date of the Incidental Registration Notice. If Seller does not timely deliver a Piggyback Participation Notice, then he shall be deemed to have waived his right to participate in the Piggyback Registration. If the Seller decides not to include all of his registrable securities in any Piggyback Registration, then Seller shall nevertheless continue to have the right to include any registrable securities in any subsequent Piggyback Registration as may be filed by the Purchaser with respect to offerings of the Purchaser’s securities, all upon the terms and conditions set forth herein.
Piggyback. If at any time the Company shall determine to file with the Securities and Exchange Commission a registration statement relating to an offering for its own account or the account of others of any its Common Stock (“Registration Statement”)(other than on Form S-4 or Form S-8 or their then-equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with stock option or other employee benefit plans), the Company shall send to the written notice of such determination and, unless objected to in writing by the Buyer by written notice delivered to the Company within five (5) days after the date of such notice from the Company, the Company shall include in such Registration Statement all shares issuable upon conversion of this Note (“Registrable Securities”).
Piggyback. It is understood and agreed by Client and SpryPoint that any governmental entity may purchase the services specified herein in accordance with the prices, terms, and conditions of this agreement. It is also understood and agreed that each local entity will establish its own contract with SpryPoint, be invoiced therefrom and make its own payments to SpryPoint in accordance with the terms of the contract established between the new governmental entity and SpryPoint. It is also hereby mutually understood and agreed that Client is not a legally bound party to any contractual agreement made between SpryPoint and any entity other than Customer.
Piggyback. If, during the Registration Period, the Company effects a registration under the Securities Act of the Company Common Stock for its own account or for the account of any other stockholders of the Company pursuant to a firm commitment underwriting (other than on Form S-4 or Form S-8, or any successor form), it shall use reasonable best efforts to allow Cendant the right to participate in such registration or qualification as long as Cendant participates in such underwriting on terms reasonably satisfactory to the managing underwriters of such offering, and such participation shall not affect the obligation of the Company to effect demand registration statements for Cendant under Section 9(a); provided, that, if the managing underwriters of such offering advise the Company in writing that in their opinion the number of shares of the Company Common Stock requested to be included in such registration or qualification exceeds the number that could reasonably be expected to be sold by the Company or other stockholders, as the case may be, in such offering, the Company shall, after fully including therein all shares of Company Common Stock to be sold by the Company or other stockholders, as the case may be, include the shares of Company Common Stock requested to be included therein by Cendant pro rata (based on the number of shares of Company Common Stock requested to be included therein) with the shares of Company Common Stock requested to be included therein by persons other than the Company and persons on whose behalf the registration statement was proposed to be filed, including any person to whom the Company owes a contractual obligation.
Piggyback. If at any time prior to the Expiration Date the Company proposes to register shares of its Common Stock under the Securities Act on any form for the registration of its Common Stock under the Securities Act (the "Registration Statement") for the account of stockholders (other than a registration relating to (i) a registration of a stock option, stock purchase or compensation or incentive plan or of stock issued or issuable pursuant to any such plan, or a dividend investment plan; (ii) a registration of securities proposed to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation; or (iii) a registration of securities proposed to be issued in exchange for other securities of the Company) in a manner which would permit registration of the Shares for sale to the public under the Securities Act (a "Piggyback Registration"), it will at such time give prompt written notice to the Holder of its intention to do so and of the Holder's rights under this Section 7. Such rights are referred to hereinafter as "Piggyback Registration Rights". Upon the written request of the Holder to the Company made within ten (10) days after the giving of any such notice (which request shall specify the number of Shares intended to be disposed of by the Holder and the intended method of disposition thereof) (such Shares being for purposes of this Section 7, the "Registered Shares"), the Company will include in the Registration Statement the Registered Shares which the Company has been so requested to register by the Holder, provided that the Company's obligation shall continue after exercise of the Warrants, but it need not include any Registered Shares in a Registration Statement filed after the Expiration Date.