Common use of Demand by Holders Clause in Contracts

Demand by Holders. At any time on or after the later of (i) August 20, 2000 and (ii) the one hundred and eighty-first (181st) day after completion of the initial public offering by the Company of its Common Stock, upon the written request by Holders of at least 66 2/3% of all Registrable Shares, that the Company effect the registration under the Securities Act of all or part of the Registrable Shares of such requesting party, and specifying the amount and intended method of disposition thereof, the Company shall promptly give notice of such requested registration to all other Holders and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Shares which the Company has been so requested to register; and (ii) all other Registrable Shares which the Company has been requested to register by any other Holder by written request received by the Company within 15 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Shares); PROVIDED, HOWEVER, that the Company shall not be required to effect such registration unless the Registrable Shares requested to be so registered have an aggregate proposed offering price of not less than $5,000,000; and PROVIDED, FURTHER, HOWEVER, that the Company shall not be required to effect more than one registration pursuant to this Section 4(a) unless (X) all of the Registrable Shares that the Holders initial requesting registration pursuant to this Section 4(a) requested to be registered are not included in such registration statement or (Y) the Company is eligible to file on Form S-3, in which case the Holders shall be entitled to request an unlimited number of registrations pursuant to this Section 4(a) except that the Company shall not be required to effect such registration pursuant to this clause (Y) unless the Registrable Shares requested to be so registered have an aggregate proposed offering price of not less than $5,000,000 and no other registration statement on Form S-3 has been filed by the Company and been declared effective within the previous twelve months. Promptly after the expiration of the 15-day period referred to in clause (ii) above, the Company shall notify all Holders to be included in the registration of the other Holders participating in such registration and the number of Registrable Shares requested to be included therein. The Holders initially requesting a registration pursuant to this Section 4(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to the Company revoking such request; PROVIDED, HOWEVER, that if such revocation occurs after the date of the filing of such registration statement, then the Registration Expenses incurred by the Company in connection with the revoked request shall be payable by the Holders participating in such demand registration.

Demand by Holders. At any time and from time to time, any Investor Shareholder or the Sponsor Representative, on or after the later of (i) August 20, 2000 and (ii) the one hundred and eighty-first (181st) day after completion behalf of the initial public offering by Sponsor Holders, may make a written request to the Company for Registration of its Common StockRegistrable Securities held by such Investor Shareholder or the Sponsor Holders, upon the written request by as applicable, and any other Holders of at least 66 2/3% of all Registrable SharesSecurities; provided, that the Baring Shareholders, collectively, may only make three (3) such written requests; provided, further that (x) for so long as the Investor Shareholders beneficially own, in the aggregate, at least two hundred thousand (200,000) Company effect the registration under the Securities Act of all or part of the Registrable Shares of such requesting party, and specifying the amount and intended method of disposition thereofShares, the Company shall promptly give notice of Sponsor Representative may only make one (1) such requested registration to all other Holders and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Shares which the Company has been so requested to register; and (ii) all other Registrable Shares which the Company has been requested to register by any other Holder by written request received by the Company within 15 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Shares); PROVIDED, HOWEVER, that the Company shall not be required to effect such registration unless the Registrable Shares requested to be so registered have an aggregate proposed offering price of not less than $5,000,000; and PROVIDED, FURTHER, HOWEVER, that the Company shall not be required to effect more than one registration pursuant to this Section 4(a) unless (X) all of the Registrable Shares that the Holders initial requesting registration pursuant to this Section 4(a) requested to be registered are not included in such registration statement or (Y) only if the Company is eligible to file a Registration Statement on Form S-3S-3 or Form F-3 at the time of such written request and (y) after such time as the Investor Shareholders cease to beneficially own, in which case the Holders shall be entitled to aggregate, at least two hundred thousand (200,000) Company Shares, the Sponsor Representative may only make three (3) such written requests (including any such request an unlimited number of registrations pursuant to this Section 4(a) except the foregoing clause (x)). Any such requested Registration shall hereinafter be referred to as a “Demand Registration.” Any Demand Registration may request that the Company register Registrable Securities on an appropriate form, including a Shelf Registration Statement and, if the Company is a WKSI, an automatic shelf registration statement. The Company shall not be required promptly provide to effect such registration pursuant the Investor Shareholders or the Sponsor Representative, as applicable, the information necessary to this clause (Y) unless determine the Company’s status as a WKSI upon reasonable request. Each request for a Demand Registration shall specify the aggregate number of Registrable Shares requested Securities to be so registered have an aggregate proposed offering price of not less than $5,000,000 and no other registration statement on Form S-3 has been filed by the Company and been declared effective within the previous twelve monthsregistered. Promptly after the expiration of the 15-day period referred to in clause (ii) aboveAs soon as reasonably practicable following a request for a Demand Registration, the Company shall notify all Holders to be included in the registration of the other Holders participating in such registration and the number of Registrable Shares requested to be included therein. The Holders initially requesting file a registration pursuant to this Section 4(a) may, at any time prior to the effective date of the registration statement Registration Statement relating to such registrationDemand Registration (a “Demand Registration Statement”), revoke and shall use its reasonable best efforts to cause such request by providing a written notice Demand Registration Statement to promptly be declared effective under the Company revoking such request; PROVIDED, HOWEVER, that if such revocation occurs after the date of the filing of such registration statement, then the Registration Expenses incurred by the Company in connection with the revoked request shall be payable by the Holders participating in such demand registrationSecurities Act.

Demand by Holders. At The holders of a majority of Registrable Securities, at any time on or from and after the later of (i) August 20, 2000 and (ii) the one hundred and eighty-first (181st) day after completion third anniversary of the initial public offering by Effective Date, may make a total of two written requests to the Company for Registration of its Common Stock, upon Registrable Securities under and in accordance with the written request by Holders provisions of at least 66 2/3% of all Registrable Shares, that the Company effect the registration under the Securities Act of all or part of the Registrable Shares Securities. Any such Registration requested shall hereinafter be referred to as a "Demand Registration." Each request for a Demand Registration shall specify the kind and aggregate amount of such requesting party, Registrable Securities to be registered and specifying the amount and intended method methods of disposition thereof. Upon such request for a Demand Registration, the Company shall promptly give notice of such requested registration to all other Holders and, as expeditiously as possible, use its best efforts to promptly effect the registration Registration of such Registrable Securities under the Securities Act of: (i) the Registrable Shares which the Company has been so requested to register; Securities Act, and (ii) subject to Section 6, the blue sky laws of such jurisdictions as any holder of such Registrable Securities requesting such Registration or any underwriter, if any, may reasonably request. The Company shall also use its best efforts to have all such Registrable Securities registered with or approved by such other Registrable Shares which federal or state governmental agencies or authorities as may be necessary in the opinion of counsel to the Company has been requested and counsel to register by any other Holder by written request received by the Company within 15 days after the giving holders of a majority of such written notice by Registrable Securities to consummate the Company (which request shall specify the intended method of disposition of such Registrable Shares); PROVIDEDSecurities. Notwithstanding the foregoing, HOWEVER, that the Company shall not be required obligated to effect such registration unless the Registrable Shares requested to be so registered have an aggregate proposed offering price of a Demand Registration if all (but not less than $5,000,000; and PROVIDED, FURTHER, HOWEVER, that the Company shall not be required to effect more than one registration pursuant to this Section 4(aall) unless (X) all of the Registrable Shares that the Holders initial requesting registration pursuant to this Section 4(a) shares requested to be registered are not included in could immediately be sold by such registration statement or (Y) holders under Rule 144 under the Company is eligible Securities Act at a price substantially equivalent to file on Form S-3, in which case the Holders prevailing market price. The final determination of whether all of the shares could immediately be sold under Rule 144 shall be entitled made in good faith by counsel for holders of the Registrable Securities after, among other things, considering the possible affiliate status of any such holder. The Company shall have the burden of establishing that the shares could immediately be sold at a price substantially equivalent to the prevailing market price. Any request an unlimited number of registrations for a Demand Registration not effected pursuant to the provisions of this Section 4(a) except that the Company paragraph shall not be required to effect such registration pursuant to this clause (Y) unless count against the Registrable Shares requested to be so registered have an aggregate proposed offering price of not less than $5,000,000 and no other registration statement on Form S-3 has been filed by the Company and been declared effective within the previous twelve months. Promptly after the expiration of the 15-day period referred to in clause (ii) above, the Company shall notify all Holders to be included two requests specified in the registration of the other Holders participating in such registration and the number of Registrable Shares requested to be included therein. The Holders initially requesting a registration pursuant to this Section 4(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to the Company revoking such request; PROVIDED, HOWEVER, that if such revocation occurs after the date of the filing of such registration statement, then the Registration Expenses incurred by the Company in connection with the revoked request shall be payable by the Holders participating in such demand registrationpreceding paragraph.

Demand by Holders. At any time on or after the later of (i) August 20If, 2000 and (ii) at any time beginning 180 days following the one hundred and eighty-first (181st) day after completion of the initial public offering by Closing Date, the Company of its Common Stockdoes not otherwise have an effective registration statement on Form S-3 covering a Holder’s Registrable Securities on file with the SEC and the Company shall have received a request, upon subject to Section 14, from any Qualified Shareholder (the written request by Holders of at least 66 2/3% of all Registrable Shares, “Requesting Shareholder”) that the Company effect the registration under the Securities Act of all or part of the Registrable Shares any portion of such requesting partyRequesting Shareholder’s Registrable Securities (x) on Form S-1 or any similar long-form Registration Statement (a “Long-Form Registration”) or (y) on Form S-3 or any similar short-form Registration Statement, which shall include a prospectus supplement to an existing Form S-3 (a “Short-Form Registration”) at such time that the Company qualifies to use such short form Registration Statement (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”), and specifying the kind and aggregate amount of Registrable Securities to be registered and the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration to all other Holders andpromptly, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: but in no event later than ten (i10) the Registrable Shares which the Company has been so requested to register; and (ii) all other Registrable Shares which the Company has been requested to register by any other Holder by written request received by the Company within 15 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Shares); PROVIDED, HOWEVER, that the Company shall not be required to effect such registration unless the Registrable Shares requested to be so registered have an aggregate proposed offering price of not less than $5,000,000; and PROVIDED, FURTHER, HOWEVER, that the Company shall not be required to effect more than one registration pursuant to this Section 4(a) unless (X) all of the Registrable Shares that the Holders initial requesting registration pursuant to this Section 4(a) requested to be registered are not included in such registration statement or (Y) the Company is eligible to file on Form S-3, in which case the Holders shall be entitled to request an unlimited number of registrations pursuant to this Section 4(a) except that the Company shall not be required to effect such registration pursuant to this clause (Y) unless the Registrable Shares requested to be so registered have an aggregate proposed offering price of not less than $5,000,000 and no other registration statement on Form S-3 has been filed by the Company and been declared effective within the previous twelve months. Promptly after the expiration of the 15-day period referred to in clause (ii) above, the Company shall notify all Holders to be included in the registration of the other Holders participating in such registration and the number of Registrable Shares requested to be included therein. The Holders initially requesting a registration pursuant to this Section 4(a) may, at any time Business Days prior to the effective date of the registration statement Registration Statement relating to such registrationDemand Registration, revoke give notice of such request by providing (a “Demand Notice”) to the other Holders, specifying the number of Registrable Securities for which the Requesting Shareholder has requested registration under this Section 2(a). During the ten (10) Business Days after receipt of a Demand Notice, all Holders (other than the Requesting Shareholder) may provide a written notice request to the Company revoking Company, specifying the aggregate amount of Registrable Securities held by such requestHolders requested to be registered as part of such Demand Registration and the intended method of distribution thereof; PROVIDEDprovided that, HOWEVERif, that if such revocation occurs after on the date of the filing of such registration statementany request by a Qualified Shareholder, then the Registration Expenses incurred by the Company qualifies as a well-known seasoned issuer (as defined in connection with Rule 405 under the revoked request Securities Act) eligible to file an automatic shelf registration statement on Form S-3 pursuant to Section 3 of this Agreement, the provisions of this Section 2 shall be payable by not apply, and the Holders participating in such demand registrationprovisions of Section 3 shall apply instead.

Demand by Holders. At any time on or after the later of (i) August 20, 2000 and (ii) the one hundred and eighty-first (181st) day after completion of the initial public offering by The Majority Holders may make a written request to the Company of its Common Stock, upon the written request by Holders of at least 66 2/3% of all Registrable Shares, that the Company effect the for registration under the Securities Act of all or any part of the Registrable Shares of Securities held by such requesting partyHolders. Notwithstanding the foregoing, and specifying the amount and intended method of disposition thereof, the Company shall promptly give notice of such requested registration to all other Holders and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) if the Majority Holders do not request the registration of their Registrable Shares which Securities as aforesaid within two years of the date hereof, then each of MacKay Xxxxxxx LLC, Trust Company has been so requested of the West, Citicorp Mezzanine III, L.P. and the Majority Holders will have the right to register; and one (1) Demand Registration in lieu of the Demand Registration rights of the Majority Holders as provided in the preceding sentence, or (ii) all other Registrable Shares which if the Company has been requested to register by any other Holder by written Majority Holders request received by the Company within 15 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Shares); PROVIDED, HOWEVER, that the Company shall not be required to effect such registration unless the Registrable Shares requested to be so registered have an aggregate proposed offering price of not less than $5,000,000; and PROVIDED, FURTHER, HOWEVER, that the Company shall not be required to effect more than one registration pursuant to this Section 4(a) unless (X) all of the Registrable Shares that the Holders initial requesting registration pursuant to this Section 4(a) requested to be registered are not included in such registration statement or (Y) the Company is eligible to file on Form S-3, in which case the Holders shall be entitled to request an unlimited number of registrations pursuant to this Section 4(a) except that the Company shall not be required to effect such registration pursuant to this clause (Y) unless the Registrable Shares requested to be so registered have an aggregate proposed offering price of not less than $5,000,000 and no other registration statement on Form S-3 has been filed by the Company and been declared effective within the previous twelve months. Promptly after the expiration of the 15-day period referred to in clause (ii) above, the Company shall notify all Holders to be included in the registration of the other Holders participating in such registration their Registrable Securities and the number of Registrable Shares Securities of the Initial Holders included in such registration does not exceed 90% of the number of Registrable Securities requested thereby to be included therein. The Holders initially requesting a in such registration pursuant to this Section 4(a) maystatement, at any time prior to then following the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to the Company revoking such request; PROVIDED, HOWEVER, that if such revocation occurs after the date of the filing effectiveness of such registration statement, then each of MacKay Xxxxxxx LLC, Trust Company of the West and Citicorp Mezzanine III, L.P. shall have the right to one Demand Registration Expenses incurred by in lieu of the Company Demand Registration rights of the Majority Holders as provided in connection with the revoked preceding sentence. Any such requested registration shall hereinafter be referred to as a "Demand Registration." Each request for a Demand Registration shall specify the aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. Any Demand Registration hereunder shall be payable by required to be effected only if the Holders participating estimated market value of the Registrable Securities to be so registered exceeds $10 million in such demand registrationthe aggregate.

Demand by Holders. At any time on or after the later of (i) August 20, 2000 and (ii) the one hundred and eighty-first (181st) day after completion of the initial public offering by The Majority Holders may make a written request to the Company of its Common Stock, upon the written request by Holders of at least 66 2/3% of all Registrable Shares, that the Company effect the for registration under the Securities Act of all or any part of the Registrable Shares of Securities held by such requesting partyHolders. Notwithstanding the foregoing, and specifying the amount and intended method of disposition thereof, the Company shall promptly give notice of such requested registration to all other Holders and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) if the Majority Holders do not request the registration of their Registrable Shares which Securities as aforesaid within two years of the date hereof, then each of MacKay Xxxxxxx LLC, Trust Company has been so requested of the West, Citicorp Mezzanine III, L.P. and the Majority Holders will have the right to register; and one (1) Demand Registration in lieu of the Demand Registration rights of the Majority Holders as provided in the preceding sentence, or (ii) all other Registrable Shares which if the Company has been requested to register by any other Holder by written Majority Holders request received by the Company within 15 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Shares); PROVIDED, HOWEVER, that the Company shall not be required to effect such registration unless the Registrable Shares requested to be so registered have an aggregate proposed offering price of not less than $5,000,000; and PROVIDED, FURTHER, HOWEVER, that the Company shall not be required to effect more than one registration pursuant to this Section 4(a) unless (X) all of the Registrable Shares that the Holders initial requesting registration pursuant to this Section 4(a) requested to be registered are not included in such registration statement or (Y) the Company is eligible to file on Form S-3, in which case the Holders shall be entitled to request an unlimited number of registrations pursuant to this Section 4(a) except that the Company shall not be required to effect such registration pursuant to this clause (Y) unless the Registrable Shares requested to be so registered have an aggregate proposed offering price of not less than $5,000,000 and no other registration statement on Form S-3 has been filed by the Company and been declared effective within the previous twelve months. Promptly after the expiration of the 15-day period referred to in clause (ii) above, the Company shall notify all Holders to be included in the registration of the other Holders participating in such registration their Registrable Securities and the number of Registrable Shares Securities of the Initial Holders included in such registration does not exceed 90% of the number of Registrable Securities requested thereby to be included therein. The Holders initially requesting a in such registration pursuant to this Section 4(a) maystatement, at any time prior to then following the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to the Company revoking such request; PROVIDED, HOWEVER, that if such revocation occurs after the date of the filing effectiveness of such registration statement, then each of MacKay Xxxxxxx LLC, Trust Company of the West and Citicorp Mezzanine III, L.P. shall have the right to one Demand Registration Expenses incurred by in lieu of the Company Demand Registration rights of the Majority Holders as provided in connection with the revoked preceding sentence. Any such requested registration shall hereinafter be referred to as a “Demand Registration.” Each request for a Demand Registration shall specify the aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. Any Demand Registration hereunder shall be payable by required to be effected only if the Holders participating estimated market value of the Registrable Securities to be so registered exceeds $10 million in such demand registrationthe aggregate.

Demand by Holders. At any time on or after the later of (i) August 20, 2000 and (ii) the one hundred and eighty-first (181st) day after completion of the initial public offering by The Majority Holders may make a written request to the Company of its Common Stock, upon the written request by Holders of at least 66 2/3% of all Registrable Shares, that the Company effect the for registration under the Securities Act of all or any part of the Registrable Shares of Securities held by such requesting partyHolders. Notwithstanding the foregoing, and specifying the amount and intended method of disposition thereof, the Company shall promptly give notice of such requested registration to all other Holders and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) if the Majority Holders do not request the registration of their Registrable Shares which Securities as aforesaid within two years of the date hereof, then each of MacKay Shields LLC, Trust Company has been so requested of the West, Citicorp Mezzanine III, X.X. xxd the Majority Holders will have the right to register; and one (1) Demand Registration in lieu of the Demand Registration rights of the Majority Holders as provided in the preceding sentence, or (ii) all other Registrable Shares which if the Company has been requested to register by any other Holder by written Majority Holders request received by the Company within 15 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Shares); PROVIDED, HOWEVER, that the Company shall not be required to effect such registration unless the Registrable Shares requested to be so registered have an aggregate proposed offering price of not less than $5,000,000; and PROVIDED, FURTHER, HOWEVER, that the Company shall not be required to effect more than one registration pursuant to this Section 4(a) unless (X) all of the Registrable Shares that the Holders initial requesting registration pursuant to this Section 4(a) requested to be registered are not included in such registration statement or (Y) the Company is eligible to file on Form S-3, in which case the Holders shall be entitled to request an unlimited number of registrations pursuant to this Section 4(a) except that the Company shall not be required to effect such registration pursuant to this clause (Y) unless the Registrable Shares requested to be so registered have an aggregate proposed offering price of not less than $5,000,000 and no other registration statement on Form S-3 has been filed by the Company and been declared effective within the previous twelve months. Promptly after the expiration of the 15-day period referred to in clause (ii) above, the Company shall notify all Holders to be included in the registration of the other Holders participating in such registration their Registrable Securities and the number of Registrable Shares Securities of the Initial Holders included in such registration does not exceed 90% of the number of Registrable Securities requested thereby to be included therein. The Holders initially requesting a in such registration pursuant to this Section 4(a) maystatement, at any time prior to then following the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to the Company revoking such request; PROVIDED, HOWEVER, that if such revocation occurs after the date of the filing effectiveness of such registration statement, then each of MacKay Shields LLC, Trust Company of the West and Citicorp Mezzanine IIX, X.X. shall have the right to one Demand Registration Expenses incurred by in lieu of the Company Demand Registration rights of the Majority Holders as provided in connection with the revoked preceding sentence. Any such requested registration shall hereinafter be referred to as a "Demand Registration." Each request for a Demand Registration shall specify the aggregate amount of Registrable Securities to be registered and the intended methods of disposition thereof. Any Demand Registration hereunder shall be payable by required to be effected only if the Holders participating estimated market value of the Registrable Securities to be so registered exceeds $10 million in such demand registrationthe aggregate.

Demand by Holders. At any time on or after the later of (i) August 20If, 2000 and (ii) the one hundred and eighty-first (181st) day after completion of the initial public offering by at any time the Company does not otherwise have an effective registration statement covering offerings of its Common Stocka Holder’s Registrable Securities to be made on a continuous basis pursuant to pursuant to Rule 415 on file with the Commission, upon and the written request by Holders of at least 66 2/3% of all Registrable SharesCompany shall have received a request, subject to Section 15, from any Qualified Shareholder (the “Requesting Shareholder”) that the Company effect the registration under the Securities Act of all or part of the Registrable Shares any portion of such requesting partyRequesting Shareholder’s Registrable Securities (x) on Form S-1 or any similar long-form Registration Statement (a “Long-Form Registration”) or (y) on Form S-3 or any similar short-form Registration Statement, which shall include a prospectus supplement to an existing Form S-3 (a “Short-Form Registration”) if the Company qualifies to use such short-form Registration Statement (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”), and specifying the kind and aggregate amount of Registrable Securities to be registered and the intended method of disposition thereof, then the Company shall promptly give notice of such requested registration to all other Holders andpromptly, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: but in no event later than ten (i10) the Registrable Shares which the Company has been so requested to register; and (ii) all other Registrable Shares which the Company has been requested to register by any other Holder by written request received by the Company within 15 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Shares); PROVIDED, HOWEVER, that the Company shall not be required to effect such registration unless the Registrable Shares requested to be so registered have an aggregate proposed offering price of not less than $5,000,000; and PROVIDED, FURTHER, HOWEVER, that the Company shall not be required to effect more than one registration pursuant to this Section 4(a) unless (X) all of the Registrable Shares that the Holders initial requesting registration pursuant to this Section 4(a) requested to be registered are not included in such registration statement or (Y) the Company is eligible to file on Form S-3, in which case the Holders shall be entitled to request an unlimited number of registrations pursuant to this Section 4(a) except that the Company shall not be required to effect such registration pursuant to this clause (Y) unless the Registrable Shares requested to be so registered have an aggregate proposed offering price of not less than $5,000,000 and no other registration statement on Form S-3 has been filed by the Company and been declared effective within the previous twelve months. Promptly after the expiration of the 15-day period referred to in clause (ii) above, the Company shall notify all Holders to be included in the registration of the other Holders participating in such registration and the number of Registrable Shares requested to be included therein. The Holders initially requesting a registration pursuant to this Section 4(a) may, at any time Business Days prior to the effective date of the registration statement Registration Statement relating to such registrationDemand Registration, revoke give notice of such request by providing (a “Demand Notice”) to the other Holders, specifying the number of Registrable Securities for which the Requesting Shareholder has requested registration under this Section 2(a). During the ten (10) Business Days after receipt of a Demand Notice, all Holders (other than the Requesting Shareholder) may provide a written notice request to the Company revoking Company, specifying the aggregate amount of Registrable Securities held by such requestHolders requested to be registered as part of such Demand Registration and the intended method of distribution thereof; PROVIDEDprovided that, HOWEVERif, that if such revocation occurs after on the date of the filing of such registration statementany request by a Qualified Shareholder, then the Registration Expenses incurred by the Company qualifies as a well-known seasoned issuer (as defined in connection with Rule 405 under the revoked request Securities Act) eligible to file an automatic Shelf Registration Statement on Form S-3 pursuant to Section 3 of this Exhibit, the provisions of this Section 2 shall be payable by not apply, and the Holders participating in such demand registrationprovisions of Section 3 shall apply instead.

Demand by Holders. At any time Subject to the conditions of this Section 2.1, if the Company shall receive a written request from Holders of Registrable Securities (the “Initiating Holders”) that the Company file a Registration Statement covering the registration of (x) Registrable Securities having an anticipated aggregate offering price (based on the closing market price on the Business Day prior to the day on which such request is made) of at least $25,000,000 or after (y) all remaining Registrable Securities (each such requested Registration, a “Demand Registration”), the Company shall deliver a Demand Notice in accordance with Section 2.1(b) and shall use its reasonable best efforts to, no later of than the date that is (i) August 20, 2000 90 days after the Closing Date and (ii) the one hundred and eighty-first (181st) day after completion of the initial public offering by the Company of its Common Stock, upon the written request by Holders of at least 66 2/3% of all Registrable Shares, that the Company effect the registration under the Securities Act of all or part of the Registrable Shares of such requesting party, and specifying the amount and intended method of disposition thereof, the Company shall promptly give notice of such requested registration to all other Holders and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Shares which the Company has been so requested to register; and (ii) all other Registrable Shares which the Company has been requested to register by any other Holder by written request received by the Company within 15 30 days after the giving date of such written notice by the Company request, file a Registration Statement relating to such Demand Registration (which request shall specify the intended method of disposition of such Registrable Shares)a “Demand Registration Statement”) in a manner to cause it to be an Automatic Shelf Registration Statement; PROVIDEDprovided, HOWEVERhowever, that the Company shall not be permitted, without it being deemed to be a Demand Suspension pursuant to Section 2.1(g), in its sole discretion to delay such filing of a Registration Statement (or the subsequent filing of any preliminary Prospectus or Prospectus under such Registration Statement requested within 15 days of the end of a fiscal quarter) until the date of filing of its next successive periodic report with the SEC (whether such report is a quarterly report on Form 10-Q or annual report on Form 10-K) (such report, the “Upcoming SEC Filing”) or, if earlier, the date on which the Company would be required under SEC rules to effect make such registration unless Upcoming SEC Filing (including any grace period permitted under Rule 12b-25 under the Registrable Shares requested Exchange Act), as a result of being required by any such proposed filing to be so registered have an aggregate proposed offering price of not less than $5,000,000; make any Adverse Disclosure. The Company hereby represents to the Holders that it is a Well-Known Seasoned Issuer and PROVIDED, FURTHER, HOWEVERis eligible to use Form S-3, that the Shelf Registration Statement will be an Automatic Shelf Registration Statement and that the Shelf Registration Statement will be effective upon the filing thereof with the SEC. The Registration Statement shall contain a form of Prospectus for secondary and, if desired by the Company, primary offerings. The Company consents to the use of such Prospectus, as appropriately supplemented in connection with the relevant offering, by the Holders in connection with offers and sales of Registrable Securities subject to, and only to the extent permitted by, the terms and conditions of this Agreement and the compliance by the Holders with the terms thereof. Each request for a Demand Registration shall not specify the aggregate amount of Registrable Securities to be required to effect more than one registration pursuant to this Section 4(a) unless (X) all Registered and the intended methods of disposition thereof. Without limiting the generality of the Registrable Shares that foregoing, if the Holders initial requesting registration pursuant to this Section 4(a) requested to be registered are not included in such registration statement or (Y) Registration Statement is an Automatic Shelf Registration Statement at the time the Company is eligible to file files with the SEC its annual report on Form S-3, 10-K (or on the due date of such report in which case the Holders shall be entitled to request an unlimited number of registrations pursuant to this Section 4(a) except that event the Company shall not be required to effect such registration pursuant to this clause (Y) unless the Registrable Shares requested to be so registered have an aggregate proposed offering price of not less than $5,000,000 and no other registration statement annual report on Form S-3 has been 10-K is not filed by the due date thereof) and the Company and been declared effective within the previous twelve months. Promptly after the expiration of the 15determines that it is no longer a Well-day period referred to in clause (ii) aboveKnown Seasoned Issuer, the Company shall notify all Holders amend the Registration Statement to be included in the registration of the other Holders participating in such registration and the number of Registrable Shares requested to be included therein. The Holders initially requesting a registration pursuant to this Section 4(a) may, at any time prior convert it to the effective date form of the registration statement relating to such registration, revoke such request by providing a written notice to that the Company revoking such request; PROVIDED, HOWEVER, that if such revocation occurs after the date of the filing of such registration statement, is then the Registration Expenses incurred by the Company in connection with the revoked request shall be payable by the Holders participating in such demand registrationeligible to use.

Demand by Holders. At any time on or after the later of (i) August 20the February 3, 2000 2003 and (ii) the one hundred and eighty-first (181st) day after completion of the initial public offering by the Company of its Common Stock, upon the written request by Holders of at least 66 2/3% 66K% of all Registrable Shares, that the Company effect the registration under the Securities Act of all or part of the Registrable Shares of such requesting party, and specifying the amount and intended method of disposition thereof, the Company shall promptly give notice of such requested registration to all other Holders and, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Shares which the Company has been so requested to register; and (ii) all other Registrable Shares which the Company has been requested to register by any other Holder by written request received by the Company within 15 days after the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Shares); PROVIDED, HOWEVER, that the Company shall not be required to effect such registration unless the Registrable Shares requested to be so registered have an aggregate proposed offering price of not less than $5,000,000; and PROVIDED, FURTHER, HOWEVER, that the Company shall not be required to effect more than one registration pursuant to this Section 4(a) unless (X) all of the Registrable Shares that the Holders initial initially requesting registration pursuant to this Section 4(a) requested to be registered are not included in such registration statement or (Y) the Company is eligible to file on Form S-3, in which case the Holders shall be entitled to request an unlimited number of registrations pursuant to this Section 4(a) except that the Company shall not be required to effect such registration pursuant to this clause (Y) unless the Registrable Shares requested to be so registered have an aggregate proposed offering price of not less than $5,000,000 and no other registration statement on Form S-3 has been filed by the Company and been declared effective within the previous twelve months. Promptly after the expiration of the 15-day period referred to in clause (ii) above, the Company shall notify all Holders to be included in the registration of the other Holders participating in such registration and the number of Registrable Shares requested to be included therein. The Holders initially requesting a registration pursuant to this Section 4(a) may, at any time prior to the effective date of the registration statement relating to such registration, revoke such request by providing a written notice to the Company revoking such request; PROVIDED, HOWEVER, that if such revocation occurs after the date of the filing of such registration statement, then the Registration Expenses incurred by the Company in connection with the revoked request shall be payable by the Holders participating in such demand registration.