Common use of Demand by Holder Clause in Contracts

Demand by Holder. (a) At the request of Holder, the Company shall prepare and file a “shelf registration statement (the “Registration Statement”) with respect to the Registrable Securities covering the resale thereof by the Holder on an appropriate form for an offering to be made on a continuous or delayed basis pursuant to Rule 415 within 60 days after receipt of such request (provided that the Registrable Securities subject to such request have been issued by the Company on or before the date of such request) and shall use its best efforts to cause such Registration Statement to be declared effective within 120 days after the date of such request. The Company shall use its best efforts to keep the Registration Statement continuously effective until the earliest of (A) such time as all of the Registrable Securities have been sold pursuant to the Registration Statement or Rule 144 of the Securities Act, (B) the date on which all of the Registrable Securities may be sold without volume restrictions in accordance with Rule 144 of the Securities Act and (C) 24 months following the effective date of the Registration Statement. The Company’s registration obligations under this Section 1.1 shall include, in addition to those set forth elsewhere in this Agreement, an obligation to effect (A) appropriate qualification under applicable blue sky or other state securities laws in those jurisdictions selected by the managing underwriter or underwriters designated pursuant to Section 1.2 or, if no such managing underwriter or underwriters is designated, in those jurisdictions reasonably selected by Holder, (B) appropriate compliance with applicable federal and state laws, requirements and regulations, and (C) such steps as are reasonably necessary to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request. (b) At the request of Holder, Company shall effect an underwritten offering to cover such amount of Registrable Securities as Holder elects; provided, however, Holder shall not sell in such underwritten offering at any one time less than an amount of Registrable Securities representing in the aggregate the Registrable Securities issuable upon the exchange of 25% of the originally issued Series E Preferred Units (the “Minimum Share Amount”), except in the event the balance of unsold Registrable Securities is less than the Minimum Share Amount, in which case, Holder shall be permitted to sell the entire remaining balance of the Registrable Securities in the underwritten offering; provided further, however, the number of times which the Company must effect such underwritten offerings is limited to 3 times. (c) In the event that all of the Series E Preferred Units have not been exchanged as of the date of expiration of the Registration Statement filed pursuant to Section 1.1(a), the Company shall prepare and file another Registration Statement (covering the remaining Registrable Securities) subject to the same terms and conditions delineated in Section 1.1(a). (d) Notwithstanding anything to the contrary contained in this Agreement, the Holder shall not have the right to request registration or inclusion in any registration pursuant to Section 1.1 of this Agreement for the period during which all shares of Registrable Securities then held or entitled to be held upon exchange of Series E Preferred Units by such Holder may immediately be sold under Rule 144 of the Securities Act without regard to any volume limitation.

Demand by Holder. (ai) At the request of HolderHolder received prior to the 12 month period following the Listing (a “Registration Demand”), but in no event prior to the earlier of (A) 120 days following the Effective Date and (B) 14 days after the date all financial statements required to be filed in connection with the filing of a Registration Statement shall have been completed in the ordinary course of business, the Company Issuer shall prepare use commercially reasonable efforts to file with the SEC a Registration Statement providing for the Registration and file a “shelf registration statement (the “Registration Statement”) with respect to sale of all or part of the Registrable Securities covering the resale thereof by the Holder on an appropriate form for an offering to be made on a continuous or delayed basis pursuant to Rule 415 within 60 days after receipt of such request (provided that the Registrable Securities subject to such request have been issued by the Company on or before the date of such request) thereof and shall use its best commercially reasonable efforts to cause such Registration Statement to be declared effective within 120 days under the Securities Act as promptly thereafter as reasonably practicable. Such requested Registration shall hereinafter be referred to as a “Demand Registration.” As promptly as reasonably practicable, but no later than five Business Days after receipt of a Registration Demand, the date Issuer shall give written notice of such requestrequested registration to all Holders of Registrable Securities. The Company Registration Demand shall use its best efforts specify the aggregate amount of Registrable Securities to keep be registered and the intended methods of disposition thereof. Subject to Section 2.1(e), the Issuer shall, as expeditiously as possible following a Registration Demand, cause to be filed with the SEC a Registration Statement continuously effective until providing for the earliest of (A) such time as all registration under the Securities Act of the Registrable Securities have which the Issuer has been sold pursuant so requested to register by all such Holders (the “Demand Registration Statement”) to the extent necessary to permit the disposition of such Registrable Securities to be registered in accordance with the intended methods of disposition thereof specified in such Registration Demand. The Issuer shall use its commercially reasonable efforts to have such Demand Registration Statement or Rule 144 declared effective by the SEC as soon as practicable thereafter and to keep such Demand Registration open for the period specified in Section 2.1(d). (ii) The Issuer also may elect to include in such Registration additional securities of the Securities Act, (B) the date on which all class or classes of the Registrable Securities may to be registered hereunder, including securities to be sold without volume restrictions in accordance with Rule 144 for the Issuer’s own account or for the account of the Securities Act and (C) 24 months following the effective date of the Registration Statement. The Company’s registration obligations under this Section 1.1 shall include, in addition to those set forth elsewhere in this Agreement, an obligation to effect (A) appropriate qualification under applicable blue sky or other state securities laws in those jurisdictions selected by the managing underwriter or underwriters designated pursuant to Section 1.2 or, if no such managing underwriter or underwriters is designated, in those jurisdictions reasonably selected by Holder, (B) appropriate compliance with applicable federal and state laws, requirements and regulations, and (C) such steps as Persons who are reasonably necessary to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request. (b) At the request of Holder, Company shall effect an underwritten offering to cover such amount not Holders of Registrable Securities as Holder elects; provided, however, Holder shall not sell in such underwritten offering at any one time less than an amount of Registrable Securities representing in the aggregate the Registrable Securities issuable upon the exchange of 25% of the originally issued Series E Preferred Units (the “Minimum Share Amount”), except in the event the balance of unsold Registrable Securities is less than the Minimum Share Amount, in which case, Holder shall be permitted to sell the entire remaining balance of the Registrable Securities in the underwritten offering; provided further, however, the number of times which the Company must effect such underwritten offerings is limited to 3 timesSecurities. (c) In the event that all of the Series E Preferred Units have not been exchanged as of the date of expiration of the Registration Statement filed pursuant to Section 1.1(a), the Company shall prepare and file another Registration Statement (covering the remaining Registrable Securities) subject to the same terms and conditions delineated in Section 1.1(a). (d) Notwithstanding anything to the contrary contained in this Agreement, the Holder shall not have the right to request registration or inclusion in any registration pursuant to Section 1.1 of this Agreement for the period during which all shares of Registrable Securities then held or entitled to be held upon exchange of Series E Preferred Units by such Holder may immediately be sold under Rule 144 of the Securities Act without regard to any volume limitation.

Demand by Holder. (a) At the request of Holder, the Company shall prepare and file a “shelf shelf” registration statement (the “Registration Statement”) with respect to the Registrable Securities covering the resale thereof by the Holder on an appropriate form for an offering to be made on a continuous or delayed basis pursuant to Rule 415 within 60 days after receipt of such request (provided that the Registrable Securities subject to such request have been issued by the Company on or before the date of such request) and shall use its best efforts to cause such Registration Statement to be declared effective within 120 days after the date of such request. The Company shall use its best efforts to keep the Registration Statement continuously effective until the earliest of (A) such time as all of the Registrable Securities have been sold pursuant to the Registration Statement or Rule 144 of the Securities Act, (B) the date on which all of the Registrable Securities may be sold without volume restrictions in accordance with Rule 144 of the Securities Act and (C) 24 months following the effective date of the Registration Statement. The Company’s registration obligations under this Section 1.1 shall include, in addition to those set forth elsewhere in this Agreement, an obligation to effect (A) appropriate qualification under applicable blue sky or other state securities laws in those jurisdictions selected by the managing underwriter or underwriters designated pursuant to Section 1.2 or, if no such managing underwriter or underwriters is designated, in those jurisdictions reasonably selected by Holder, (B) appropriate compliance with applicable federal and state laws, requirements and regulations, and (C) such steps as are reasonably necessary to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request. (b) At the request of Holder, Company shall effect an underwritten offering to cover such amount of Registrable Securities as Holder elects; provided, however, Holder shall not attempt to sell in such underwritten offering at any one time less than at least an amount of Registrable Securities representing in the aggregate the Registrable Securities issuable upon the exchange of 25% of the originally issued Series E N Preferred Units (the “Minimum Share Amount”), except in the event the balance of unsold Registrable Securities is less than the Minimum Share Amount, in which case, Holder shall be permitted to sell the entire remaining balance of the Registrable Securities in the underwritten offering; provided further, however, the number of times which the Company must effect such underwritten offerings is limited to 3 times. (c) In the event that all of the Series E N Preferred Units have not been exchanged as of the date of expiration of the Registration Statement filed pursuant to Section 1.1(a), the Company shall prepare and file another Registration Statement (covering the remaining Registrable Securities) subject to the same terms and conditions delineated in Section 1.1(a). (d) Notwithstanding anything to the contrary contained in this Agreement, the Holder shall not have the right to request registration or inclusion in any registration pursuant to Section 1.1 of this Agreement for the period during which all shares of Registrable Securities then held or entitled to be held upon exchange of Series E N Preferred Units by such Holder may immediately be sold under Rule 144 of the Securities Act without regard to any volume limitation.

Demand by Holder. (a) At the request of Holder, the Company shall prepare and file a “shelf shelf” registration statement (the “Registration Statement”) with respect to the Registrable Securities covering the resale thereof by the Holder on an appropriate form for an offering to be made on a continuous or delayed basis pursuant to Rule 415 within 60 days after receipt of such request (provided that the Registrable Securities subject to such request have been issued by the Company on or before the date of such request) and shall use its best efforts to cause such Registration Statement to be declared effective within 120 days after the date of such request. The Company shall use its best efforts to keep the Registration Statement continuously effective until the earliest of (A) such time as all of the Registrable Securities have been sold pursuant to the Registration Statement or Rule 144 of the Securities Act, (B) the date on which all of the Registrable Securities may be sold without volume restrictions in accordance with Rule 144 of the Securities Act and (C) 24 months following the effective date of the Registration Statement. The Company’s registration obligations under this Section 1.1 shall include, in addition to those set forth elsewhere in this Agreement, an obligation to effect (A) appropriate qualification under applicable blue sky or other state securities laws in those jurisdictions selected by the managing underwriter or underwriters designated pursuant to Section 1.2 or, if no such managing underwriter or underwriters is designated, in those jurisdictions reasonably selected by Holder, (B) appropriate compliance with applicable federal and state laws, requirements and regulations, and (C) such steps as are reasonably necessary to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request. (b) At the request of Holder, Company shall effect an underwritten offering to cover such amount of Registrable Securities as Holder elects; provided, however, Holder shall not attempt to sell in such underwritten offering at any one time less than at least an amount of Registrable Securities representing in the aggregate the Registrable Securities issuable upon the exchange of 25% of the originally issued 427,500 Series E J Preferred Units issued pursuant to the Original Contribution Agreement and the Contribution Agreement (as adjusted for stock splits, reverse stock splits, stock dividends, mergers, reclassifications, recapitalizations, reorganizations, stock sales or other similar events, the “Minimum Share Amount”), except in the event the balance of unsold Registrable Securities is less than the Minimum Share Amount, in which case, Holder shall be permitted to sell the entire remaining balance of the Registrable Securities in the underwritten offering; provided further, however, the number of times which the Company must effect such underwritten offerings is limited to 3 times. (c) In the event that all of the Series E J Preferred Units have not been exchanged as of the date of expiration of the Registration Statement filed pursuant to Section 1.1(a), the Company shall prepare and file another Registration Statement (covering the remaining Registrable Securities) subject to the same terms and conditions delineated in Section 1.1(a). (d) Notwithstanding anything to the contrary contained in this Agreement, the Holder shall not have the right to request registration or inclusion in any registration pursuant to Section 1.1 of this Agreement for the period during which all shares of Registrable Securities then held or entitled to be held upon exchange of Series E J Preferred Units by such Holder may immediately be sold under Rule 144 of the Securities Act without regard to any volume limitation.

Demand by Holder. On or after one (a1) At the request of Holder, the Company shall prepare and file a “shelf registration statement (the “Registration Statement”) with respect to the Registrable Securities covering the resale thereof by the Holder on an appropriate form for an offering to be made on a continuous or delayed basis pursuant to Rule 415 within 60 days after receipt of such request (provided that the Registrable Securities subject to such request have been issued by the Company on or before the date of such request) and shall use its best efforts to cause such Registration Statement to be declared effective within 120 days year after the date of such request. The Company shall use its best efforts to keep the Registration Statement continuously effective until the earliest of (A) such time as all of the Registrable Securities have been sold pursuant to the Registration Statement or Rule 144 of the Securities Act, (B) the date on which all of the Registrable Securities may be sold without volume restrictions in accordance with Rule 144 of the Securities Act and (C) 24 months following the effective date of the Registration Statement. The Company’s registration obligations under this Section 1.1 shall include, in addition to those set forth elsewhere in this Agreement, an obligation to effect (A) appropriate qualification under applicable blue sky or other state securities laws the Company shall, at the Holder's written request, assist in those jurisdictions selected by the managing underwriter or underwriters designated pursuant to Section 1.2 or, if no such managing underwriter or underwriters is designated, in those jurisdictions reasonably selected by Holder, (B) appropriate compliance with applicable federal and state laws, requirements and regulations, and (C) such steps as are reasonably necessary to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request. (b) At the request of Holder, Company shall effect an underwritten offering to cover such amount of Registrable Securities as Holder electsShares by the Holder; provided, however, Holder that the Company shall not sell be obligated to comply with any such request with respect to an offering of Registrable Shares with a gross retail value of less than $50,000,000 unless, pursuant to Section 5.5(a), Holder was prevented from including in an underwritten offering the entire number of Registrable Shares initially requested by Holder to be included in such underwritten offering at any one time less than an amount of Registrable Securities representing in the aggregate the Registrable Securities issuable upon the exchange of 25% of the originally issued Series E Preferred Units (the “Minimum Share Amount”), except in the event the balance of unsold Registrable Securities is less than the Minimum Share Amountoffering, in which case, Holder case the limitation set forth in this proviso shall be permitted decreased to sell the entire remaining balance lesser of $50,000,000 or the gross retail value of the Registrable Securities Shares Holder was prevented from including in such offering. In connection with any such underwritten offering, the Company agrees to: (a) enter into such customary agreements (including underwriting agreements in customary form) and take all such actions as the Holder or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of Covered Securities, including without limitation: (i) making such representation and warranties to the underwriters in form, substance and scope reasonably satisfactory to the managing underwriter, as are customarily made by issuers to underwriters in primary underwritten offerings; (ii) obtaining opinions and updates thereof of counsel which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriter, addressed to the underwriters covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by the managing underwriter; (iii) causing the underwriting agreement to set forth in full the indemnification provisions and procedures of Section 7 (or such other substantially similar provisions and procedures as the managing underwriter shall reasonably request) with respect to all parties to be indemnified pursuant to said Section; and (iv) delivering such documents and certificates as may be reasonably requested by the Holder to evidence compliance with the provisions of this Section 5.1 and with any customary conditions contained in the underwritten offering; provided further, however, underwriting agreement or other agreement entered into by the number of times which Company; (b) upon receipt by the Company must effect of reasonable confidentiality agreements, make available for inspection by any underwriter participating in any disposition pursuant to a Registration Statement and any attorney, accountant or other agent retained by any such underwritten offerings is limited underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountants to 3 times.be available on a reasonable basis and cooperate with such parties' "due diligence" and to supply all information reasonably requested by any such underwriter, attorney, accountant or agent in connection with such Registration Statement; (c) In the event that all make available appropriate management personnel of the Series E Preferred Units have not been exchanged as Company for participation in the preparation and drafting of the date of expiration of the Registration Statement filed pursuant to Section 1.1(a)Statements, the Company shall prepare for "due diligence" meetings, for "road shows", and file another Registration Statement (covering the remaining Registrable Securities) subject to the same terms for other meetings and conditions delineated in Section 1.1(a).conference calls with investment bankers and their prospective investors; (d) Notwithstanding anything provide written materials customarily made available to underwriters in underwritten offerings; and (e) to the contrary contained in this Agreementextent permitted by the professional standards governing the accounting profession at the time, obtain cold comfort letters and updates thereof from the Holder shall not have independent certified public accountants of the right Company (and, if necessary, any other independent certified public accountants of any subsidiary of the Company or of any business acquired by the Company for which financial statements and financial data are, or are requested to request registration or inclusion be, included in any registration pursuant Registration Statement), addressed to Section 1.1 of this Agreement for the period during which all shares of Registrable Securities then held or entitled underwriter(s) and Holder, such letters to be held upon exchange of Series E Preferred Units by such Holder may immediately be sold under Rule 144 in customary form and covering matters of the Securities Act without regard to any volume limitationtype customarily covered in cold comfort letters in connection with underwritten offerings.

Demand by Holder. (a) At the request of Holder, the Company shall prepare and file a “shelf shelf” registration statement (the “Registration Statement”) with respect to the Registrable Securities covering the resale thereof by the Holder on an appropriate form for an offering to be made on a continuous or delayed basis pursuant to Rule 415 within 60 days after receipt of such request (provided that the Registrable Securities subject to such request have been issued by the Company on or before the date of such request) and shall use its best efforts to cause such Registration Statement to be declared effective within 120 days after the date of such request. The Company shall use its best efforts to keep the Registration Statement continuously effective until the earliest of (A) such time as all of the Registrable Securities have been sold pursuant to the Registration Statement or Rule 144 of the Securities Act, (B) the date on which all of the Registrable Securities may be sold without volume restrictions in accordance with Rule 144 of the Securities Act and (C) 24 months following the effective date of the Registration Statement. The Company’s registration obligations under this Section 1.1 shall include, in addition to those set forth elsewhere in this Agreement, an obligation to effect (A) appropriate qualification under applicable blue sky or other state securities laws in those jurisdictions selected by the managing underwriter or underwriters designated pursuant to Section 1.2 or, if no such managing underwriter or underwriters is designated, in those jurisdictions reasonably selected by Holder, (B) appropriate compliance with applicable federal and state laws, requirements and regulations, and (C) such steps as are reasonably necessary to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request. (b) At the request of Holder, Company shall effect an underwritten offering to cover such amount of Registrable Securities as Holder elects; provided, however, Holder shall not sell in such underwritten offering at any one time less than an amount of Registrable Securities representing in the aggregate the Registrable Securities issuable upon the exchange of 25% of the originally issued Series E G Preferred Units (the “Minimum Share Amount”), except in the event the balance of unsold Registrable Securities is less than the Minimum Share Amount, in which case, Holder shall be permitted to sell the entire remaining balance of the Registrable Securities in the underwritten offering; provided further, however, the number of times which the Company must effect such underwritten offerings is limited to 3 times. (c) In the event that all of the Series E G Preferred Units have not been exchanged as of the date of expiration of the Registration Statement filed pursuant to Section 1.1(a), the Company shall prepare and file another Registration Statement (covering the remaining Registrable Securities) subject to the same terms and conditions delineated in Section 1.1(a). (d) Notwithstanding anything to the contrary contained in this Agreement, the Holder shall not have the right to request registration or inclusion in any registration pursuant to Section 1.1 of this Agreement for the period during which all shares of Registrable Securities then held or entitled to be held upon exchange of Series E G Preferred Units by such Holder may immediately be sold under Rule 144 of the Securities Act without regard to any volume limitation.