Common use of Piggyback Clause in Contracts

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.

Piggyback. If at At any time prior to following the Expiration Date the Company Closing Date, whenever Clarant proposes to register shares of its any Clarant Common Stock for its own or others' account under the Securities 1933 Act on any form for the registration of its Common Stock under the Securities Act (the "Registration Statement") for the account of stockholders (a public offering, other than a registration relating to (i) a any shelf registration of a stock optionshares to be used as consideration for acquisitions of additional businesses by Clarant, 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 registrations relating to be issued in exchange for securities or assets of, or in connection with a merger or consolidation with, another corporation; or employee benefit plans and (iii) a registration of securities proposed registrations relating to be issued in exchange for other securities of the Company) in a manner which would permit registration of the Shares for sale rights offerings made to the public under stockholders of Clarant, Clarant shall give the Securities Act (a "Piggyback Registration"), it will at such time give Contributor prompt written notice to the Holder of its intention intent to do so and of the Holder's rights under this Section 7. Such rights are referred to hereinafter as "Piggyback Registration Rights"so. Upon the written request of the Holder to the Company made Contributor given within ten thirty (1030) days after receipt of such notice, Clarant shall cause to be included in such registration all of the giving Clarant Common Stock issued to the Contributor pursuant to this Agreement, including any shares issued in accordance with Exhibit 3.3 or upon the exercise of any such notice (which request options issued to Contributor pursuant to Section 10.8(i), that Clarant shall specify have the right to reduce the number of Shares intended shares included in such registration to the extent that inclusion of such shares could, in the opinion of tax counsel to Clarant or its independent auditors, jeopardize the status of the transactions contemplated hereby and by the Registration Statement as a tax-free organization. In addition, if Clarant is advised in writing in good faith by any managing underwriter of an underwritten offering of the securities being offered pursuant to any registration statement under this Section 17.1 that the number of shares to be disposed sold by Persons other than Clarant is greater than the number of such shares which can be offered without adversely affecting the offering, Clarant may reduce pro rata the number of shares offered for the accounts of such Persons (based upon the number of shares proposed to be sold by each such Person) to a number deemed satisfactory by such managing underwriter, provided, that, for each such offering made by Clarant after the Holder IPO, such reduction shall be made first by reducing the number of shares to be sold by Persons other than Clarant and the intended method stockholders of disposition thereof) the Founding Companies (such Shares being for purposes of this Section 7collectively, the Contributor and the stockholders of the other Founding Companies being referred to herein as the "Registered SharesFounding Stockholders"), and thereafter, if a further reduction is required, by reducing the Company will include in the Registration Statement the Registered Shares which the Company has been so requested number of shares to register be sold 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 DateFounding Stockholders.

Piggyback. Rights If at any time prior to following the Expiration Date date of this Agreement that any Registrable Securities remain outstanding and are not freely tradable under Rule 144 (A) there is not one or more effective Registration Statements covering all of the Registrable Securities and (B) the Company proposes for any reason to register any shares of its Common Stock under the Securities 1933 Act (other than pursuant to a registration statement on any form for the registration Form S-4 or Form S-8 (or a similar or successor form)) with respect to an offering of its Common Stock under by the Securities Act (the "Registration Statement") Company for its own account or for the account of stockholders (other than a registration relating to (i) a registration any 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")its stockholders, it will shall at each such time promptly give prompt written notice to the Holder Holders of its intention to do so and of (but in no event less than twenty (20) days before 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 anticipated filing date) and, to the extent permitted under the provisions of Rule 415 under the 1933 Act and SEC Guidance, include in such registration all Registrable Securities with respect to which the Company made has received written requests for inclusion therein within ten (10) days after receipt of the giving of any such Company’s notice (which request a “Piggyback Registration”). Such notice shall specify offer the holders of the Registrable Securities the opportunity to register such number of Shares intended to be disposed shares of by the Holder Registrable Securities as each such holder may request and shall indicate the intended method of disposition thereof) (distribution of such Shares being for purposes Registrable Securities. If the managing underwriter of any underwritten offering shall inform the Company by letter of its belief that the number of Registrable Securities requested to be included in such registration pursuant to this Section 76(d), when added to the number of other securities to be offered in such registration by the Company, would materially adversely affect such offering, then the Company shall include in such registration, to the extent of the total number of securities which the Company is so advised can be sold in (or during the time of) such offering without so materially adversely affecting such offering (the “Sale Number”), securities in the following priority: (x) first, all Common Stock or securities convertible into, or exchangeable or exercisable for, Common Stock that the Company proposes to register for its own account; and (y) second, the "Registered Shares")Holders on a pro rata basis based on the number of Registrable Securities subject to registration rights owned by each holder requesting inclusion in relation to the number of Registrable Securities then owned by all holders requesting inclusion. Notwithstanding the foregoing, (A) if such registration involves an underwritten public offering, the Holders must sell their Registrable Securities to, if applicable, the underwriter(s) at the same price and subject to the same underwriting discounts and commissions that apply to the other securities sold in such offering (it being acknowledged that the Company shall be responsible for other expenses as set forth in Section 4) and subject to the Holders entering into customary underwriting documentation for selling stockholders in an underwritten public offering, and (B) if, at any time after giving written notice of its intention to register any Registrable Securities pursuant to this Section 6(e) and prior to the effective date of the registration statement filed in connection with such registration, the Company will include in shall determine for any reason not to cause such registration statement to become effective under the Registration Statement the Registered Shares which Securities Act, the Company has been so requested shall deliver written notice to the Holders and, thereupon, shall be relieved of its obligation to register by the Holderany Registrable Securities in connection with such registration; provided, provided however, that nothing contained in this Section 6(e) shall limit the Company's ’s liabilities and/or obligations under this Agreement, including, without limitation, the obligation shall continue after exercise of the Warrants, but it need not include any Registered Shares in a Registration Statement filed after the Expiration Dateto pay liquidated damages under Section 2(d).

Piggyback. If at (a) For so long as [a number that represents 51% of the Series A Preferred] shares of Series A Preferred Stock remain outstanding (as adjusted for any time prior to recapitalizations, stock combinations, stock dividends, stock splits and the Expiration Date like of such shares), if the Company proposes shall determine to register shares any 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 (equity securities pursuant to an offering with a secondary component, other than a registration relating to (i) a registration of a stock optionrelating solely to employee benefit plans, 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 relating solely to be issued in exchange for securities or assets ofa Rule 145 transaction, or in connection with a merger or consolidation with, another corporation; or (iii) a registration of securities proposed on Form S‑4 relating to shares to be issued in exchange for other securities a merger or similar transaction approved by the Board of Directors of the Company, (iv) a registration in which the only equity security being registered is Common Stock issuable upon conversion of convertible debt or preferred securities which are also being registered, or (v) pursuant to this Agreement, the Company will afford each Purchaser an opportunity to include all or part of such Purchaser’s Registrable Securities in such registration statement; provided that the Company shall in its sole discretion designate all terms and conditions of such offering including the participation of any and all underwriters. The Company shall notify the Purchasers a manner reasonable time before filing the registration statement and provide a deadline for each Purchaser to respond, which would permit registration deadline shall be no less than five (5) business days after the effective date of the Shares for sale to the public under the Securities Act (a "Piggyback Registration"), it will at such time give prompt notice. A Purchaser’s written notice to include Registrable Securities in 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 registration statement shall specify the number of Shares intended to be disposed of by the Holder and state the intended method of disposition thereof) (of the Registrable Securities by such Shares being for purposes Purchaser. If a Purchaser decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Purchaser shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement as may be filed by the Company under this Section 7, ý1.9 on 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 Dateterms and conditions set forth herein.

Piggyback. (i) If at any time prior to after the Expiration Effective Date the Company proposes to register any shares of its Common Stock under the Securities Act on any form for (otherwise than in connection with the registration of its Common Stock under the Securities Act (the "Registration Statement") for the account of stockholders (other than a registration relating securities issuable pursuant to (i) a registration of a an employee stock option, stock purchase or compensation or incentive similar plan or of stock issued or issuable pursuant to any a merger, exchange offer or similar transaction effected in accordance with the terms and conditions of this Warrant), the Company shall give the Holder notice of such plan, or a dividend investment plan; proposed registration at least thirty (ii30) days prior to the filing of 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 7statement. Such rights are referred to hereinafter as "Piggyback Registration Rights". Upon At the written request of the Holder delivered to the Company made within ten fifteen (1015) days after the giving receipt of any such notice (from the Company, which request shall specify state the number of Registration Shares intended that the Holder wishes to sell or distribute publicly under the registration statement proposed to be disposed of filed by the Holder Company, the Company shall use its best efforts to register under the Act such Registration Shares, and to cause such registration to become and remain effective as provided in this Section 10. Shareholders owning a majority of the shares of Common Stock requested to be registered in connection with an underwritten secondary registration shall have the right to select the underwriters and managers to administer any such offering. (ii) Subject to Section 10(a)(iv), if such a registration is an underwritten primary registration on behalf of the Company, and the intended method managing underwriter thereof advises the Company in writing that in its opinion the number of disposition thereof) (shares requested to be included in such Shares being for purposes of this Section 7, registration exceeds the "Registered Shares")number which can be sold in such offering, the Company will include in such registration: (A) first, the shares of Common Stock the Company proposes to sell; (B) second, the shares of Common Stock the Other Holders propose to sell in proportion to the number of shares each such shareholder proposes to sell; and (C) third, the Registration Statement the Registered Shares which the Company has been so requested Shares. (iii) Subject to register by the HolderSection 10(a)(iv), provided that if a registration under this Section 10(a) is an underwritten secondary registration on behalf of certain of the Company's obligation shall continue after exercise shareholders, and the managing underwriter thereof advises the Company in writing that in its opinion the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration: (A) first, the shares of Common Stock the Other Holders propose to sell in proportion to the number of shares each such shareholder proposes to sell; and (B) second, the shares of Common Stock the Holder proposes to sell. In the event the Company subsequently agrees to participate in such a secondary registration, the shares of Common Stock the Company proposes to sell will have priority over the shares the Holder or the other shareholders of the Warrants, but it need Company propose to sell in such registration. (iv) If a registration under this Section 10(a) is an underwritten primary registration on behalf of the Company that is not include any Registered Shares in a Registration Statement filed the Initial Public Offering or the first underwritten registration of Common Stock after the Expiration DateInitial Public Offering, and the managing underwriter thereof advises the Company in writing that in its opinion the number of shares requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration: (A) first, the shares of Common Stock the Company proposes to sell; (B) second, the shares of Common Stock the Other Holders propose to sell and the Registration Shares the Holder proposes to sell, all in proportion to the number of shares each such shareholder proposes to sell; and (C) third, any other shares of Common Stock to be sold by any other shareholder. If a registration under this Section 10(a) is an underwritten secondary registration on behalf of certain of the Company's shareholders that is not the Initial Public Offering or the first underwritten registration of Common Stock after the Initial Public Offering, and the managing underwriter thereof advises the Company in writing that in its opinion the number of shares of Common Stock requested to be included in such registration exceeds the number which can be sold in such offering, the Company will include in such registration: (A) first, the shares of Common Stock the Other Holders propose to sell and the Registration Shares the Holder proposes to sell, all in proportion to the number of shares each such shareholder proposes to sell; and (B) second, any other shares of Common Stock to be sold by any other shareholder. In the event the Company subsequently agrees to participate in such a secondary registration, the shares of Common Stock the Company proposes to sell will have priority over the shares the Holder or the other shareholders of the Company propose to sell in such registration.

Piggyback. If a) If, at any time prior to on or before December 31, 1999, the Expiration Date the Company Purchaser proposes to register shares file a registration statement relating to any of its Common Stock or other securities under the Securities 1933 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 statement on Forms S-8 or compensation or incentive plan or of stock issued or issuable pursuant to any such planS-4, or a dividend investment plan; any successor forms), the Purchaser will promptly, but in any event not less than twenty (ii20) a days prior to the initial filing of such registration statement, deliver written notice of such intention to the Shareholders, setting forth the type of securities proposed to be issued registered, the intended method of disposition, the maximum proposed offering price, commissions, and discounts in exchange connection therewith and other relevant information. Shareholders holding in the aggregate 10% or more of the Payment Shares ("Registering Holders") so request within fifteen (15) days after such notification, the Purchaser hereby agrees to use its best efforts to register the Shares or any part thereof by inclusion in such registration statement so that such Shares may be sold at such times and in such manner as the holder thereof shall determine. (1) If the total number of shares of Common Stock that Registering Holders desire to sell under the registration statement exceeds the number deemed acceptable by the Purchaser, in good faith, each Registering Holder may have included a number of shares equal to the product obtained from multiplying a fraction, the numerator of which is the number of shares of Common Stock held by such Registering Holder and the denominator of which is the number of shares of Common Stock held by all Registering Holders desiring to sell times the number of shares of Common Stock held by all Registering Holders that Purchaser determines may be included in the registration statement. The Purchaser shall not be required to include any shares of Common Stock for the account of persons other than the Purchaser in any registration statement filed by the Purchaser if it is advised in writing by its managing underwriters that the inclusion of any such shares may, in their opinion, raise a reasonable question as to whether the proposed offering could be successfully consummated on terms acceptable to the Purchaser; provided, however, that if any shares of Common Stock are to be registered for the account of any Person other than the Purchaser, the Registering Holders of the Shares shall be entitled as a matter of right to have their securities or assets of, or covered by such registration statement before any other non-Purchaser Persons on a pro rata basis as provided in this subsection. (1) If any Shares are included in a registration statement filed in connection with a merger or consolidation withfirm commitment underwriting, another corporation; or (iii) a registration of securities proposed the holder thereof agrees to be issued in exchange for other securities of the Company) in a manner which would permit registration of the sell its Shares for sale to the public under the Securities Act (a "Piggyback Registration"), it will at such time give prompt written notice underwriters pursuant to an underwriting agreement in form acceptable 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 Purchaser 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 Datemanaging underwriters named therein.