Common use of Demand by Holders Clause in Contracts

Demand by Holders. (i) If, at any time after the six (6) month anniversary of the date of the Closing, there is no currently effective Shelf Registration Statement on file with the SEC and the Company shall have received a request, subject to ‎Section 17, from any Qualified Shareholder (the “Requesting Shareholder”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting 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 (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, but in no event later than eleven (11) Business Days prior to the effective date of the Registration Statement relating to such Demand Registration, give notice of such request (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 request to the Company, specifying the aggregate amount of Registrable Securities held by such Holders requested to be registered as part of such Demand Registration and the intended method of distribution thereof. (ii) The Company shall file such Registration Statement with the SEC within ninety (90) days of such request, in the case of a Long-Form Registration, and thirty (30) days of such request, in the case of a Short-Form Registration, and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act and the “blue sky” Laws of such jurisdictions as any Participating Shareholder or any underwriter, if any, reasonably requests, as expeditiously as possible, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered. (iii) Notwithstanding anything to the contrary in this ‎Section 2(a), (A) the Company shall not be obligated to effect more than two (2) Long-Form Registrations over any three (3) year period at the request of any Holder, (B) from and after the time the Company becomes eligible for a Short-Form Registration, the Holders shall be entitled to effect two (2) Short-Form Registrations per calendar year in the aggregate in addition to the Long-Form Registrations to which they are entitled (which Long-Form Registrations, at the election of the Requesting Shareholder, may be effected as Short-Form Registrations, in which case they will count as Long-Form Registrations for purposes of the preceding clause (A)) and (C) the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds fifty million dollars ($50,000,000) if pursuant to a Long-Form Registration, or twenty-five million dollars ($25,000,000) if pursuant to a Short-Form Registration.

Demand by Holders. At any time on or after the later of (i) IfAugust 20, at any time 2000 and (ii) the one hundred and eighty-first (181st) day after the six (6) month anniversary completion of the date of the Closing, there is no currently effective Shelf Registration Statement on file with the SEC and initial public offering by the Company shall have received a requestof its Common Stock, subject to ‎Section 17upon the written request by Holders of at least 66 2/3% of all Registrable Shares, from any Qualified Shareholder (the “Requesting Shareholder”) that the Company effect the registration under the Securities Act of all or any portion part of the Registrable Shares of such Requesting 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 (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”)requesting party, and specifying the kind amount and aggregate amount of Registrable Securities to be registered and the intended method of disposition thereof, then the Company shall promptlypromptly give notice of such requested registration to all other Holders and, but 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 event later than eleven 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 (11ii) Business Days 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 registration statement relating to such Demand Registrationregistration, give 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 request (a “Demand Notice”) to registration statement, then the other Holders, specifying Registration Expenses incurred by 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 request to the Company, specifying the aggregate amount of Registrable Securities held by such Holders requested to be registered as part of such Demand Registration and the intended method of distribution thereof. (ii) The Company shall file such Registration Statement in connection with the SEC within ninety (90) days of such request, in the case of a Long-Form Registration, and thirty (30) days of such request, in the case of a Short-Form Registration, and revoked request shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act and the “blue sky” Laws of such jurisdictions as any Participating Shareholder or any underwriter, if any, reasonably requests, as expeditiously as possible, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered. (iii) Notwithstanding anything to the contrary in this ‎Section 2(a), (A) the Company shall not be obligated to effect more than two (2) Long-Form Registrations over any three (3) year period at the request of any Holder, (B) from and after the time the Company becomes eligible for a Short-Form Registration, payable by the Holders shall be entitled to effect two (2) Short-Form Registrations per calendar year in the aggregate in addition to the Long-Form Registrations to which they are entitled (which Long-Form Registrations, at the election of the Requesting Shareholder, may be effected as Short-Form Registrations, in which case they will count as Long-Form Registrations for purposes of the preceding clause (A)) and (C) the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included participating in such Demand Registration equals or exceeds fifty million dollars ($50,000,000) if pursuant to a Long-Form Registration, or twenty-five million dollars ($25,000,000) if pursuant to a Short-Form Registrationdemand registration.

Demand by Holders. (i) If, at any time At or after the six (6) month anniversary of the date of the ClosingEffectiveness Date, if there is no currently effective Shelf Registration Statement on file with the SEC and SEC, then except as provided in Section 2.02(a), the Company shall have received a requestHolders of at least 30% of the Registrable Securities then held by the Holders (the “Demand Holders”) may, subject to ‎Section 17Sections 2.05(c) and 2.12, from any Qualified Shareholder make a written request (the a “Requesting ShareholderDemand Notice”) that to the Company effect the registration under the Securities Act for Registration of all or any portion part of such Requesting Shareholder’s the Registrable Securities held by such Demand Holders (xi) on Form S-1 or any similar long-form Registration Statement F-1 (a “Long-Form Registration”) or (yii) on Form S-3 or any similar short-form Registration Statement F-3 (a “Short-Form Registration”) if the Company qualifies to use such short form for the Registration Statement of such Registrable Securities on behalf of such Holders (any such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”), and specifying . Each Demand Notice shall specify the kind and aggregate amount of Registrable Securities of the Demand Holders to be registered and the intended method methods of disposition thereof. Subject to Sections 2.05(c) and 2.12, then after delivery of such Demand Notice, the Company (x) shall promptlyfile promptly (and, but in no event later than eleven any event, within (11i) Business Days prior to ninety (90) days in the effective date case of a request for a Long-Form Registration or (ii) thirty (30) days in the case of a request for a Short-Form Registration, in each case, following delivery of such Demand Notice) with the SEC a Registration Statement relating to such Demand Registration, give notice of such request Registration (a “Demand NoticeRegistration Statement”) (provided, however, that if a Demand Notice is delivered prior to the other HoldersEffectiveness Date, 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 request Company shall not be obligated to the Company, specifying the aggregate amount of Registrable Securities held by such Holders requested to be registered as part of file such Demand Registration and Statement prior to the intended method of distribution thereof. (ii) The Company shall file such Registration Statement with the SEC within ninety (90) days of such request, in the case of a Long-Form RegistrationEffectiveness Date), and thirty (30y) days of such request, in the case of a Short-Form Registration, and shall use its reasonable best efforts to cause such Demand Registration Statement to be declared promptly become effective under the Securities Act and the “blue sky” Laws of such jurisdictions as any Participating Shareholder or any underwriter, if any, reasonably requests, as expeditiously as possible, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registeredAct. (iii) Notwithstanding anything to the contrary in this ‎Section 2(a), (A) the Company shall not be obligated to effect more than two (2) Long-Form Registrations over any three (3) year period at the request of any Holder, (B) from and after the time the Company becomes eligible for a Short-Form Registration, the Holders shall be entitled to effect two (2) Short-Form Registrations per calendar year in the aggregate in addition to the Long-Form Registrations to which they are entitled (which Long-Form Registrations, at the election of the Requesting Shareholder, may be effected as Short-Form Registrations, in which case they will count as Long-Form Registrations for purposes of the preceding clause (A)) and (C) the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds fifty million dollars ($50,000,000) if pursuant to a Long-Form Registration, or twenty-five million dollars ($25,000,000) if pursuant to a Short-Form Registration.

Demand by Holders. At any time on or after the later of (i) Ifthe February 3, at any time 2003 and (ii) the one hundred and eighty-first (181st) day after the six (6) month anniversary completion of the date of the Closing, there is no currently effective Shelf Registration Statement on file with the SEC and initial public offering by the Company shall have received a requestof its Common Stock, subject to ‎Section 17upon the written request by Holders of at least 66K% of all Registrable Shares, from any Qualified Shareholder (the “Requesting Shareholder”) that the Company effect the registration under the Securities Act of all or any portion part of the Registrable Shares of such Requesting 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 (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”)requesting party, and specifying the kind amount and aggregate amount of Registrable Securities to be registered and the intended method of disposition thereof, then the Company shall promptlypromptly give notice of such requested registration to all other Holders and, but 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 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 event later than eleven 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 (11ii) Business Days 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 registration statement relating to such Demand Registrationregistration, give 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 request (a “Demand Notice”) to registration statement, then the other Holders, specifying Registration Expenses incurred by 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 request to the Company, specifying the aggregate amount of Registrable Securities held by such Holders requested to be registered as part of such Demand Registration and the intended method of distribution thereof. (ii) The Company shall file such Registration Statement in connection with the SEC within ninety (90) days of such request, in the case of a Long-Form Registration, and thirty (30) days of such request, in the case of a Short-Form Registration, and revoked request shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act and the “blue sky” Laws of such jurisdictions as any Participating Shareholder or any underwriter, if any, reasonably requests, as expeditiously as possible, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered. (iii) Notwithstanding anything to the contrary in this ‎Section 2(a), (A) the Company shall not be obligated to effect more than two (2) Long-Form Registrations over any three (3) year period at the request of any Holder, (B) from and after the time the Company becomes eligible for a Short-Form Registration, payable by the Holders shall be entitled to effect two (2) Short-Form Registrations per calendar year in the aggregate in addition to the Long-Form Registrations to which they are entitled (which Long-Form Registrations, at the election of the Requesting Shareholder, may be effected as Short-Form Registrations, in which case they will count as Long-Form Registrations for purposes of the preceding clause (A)) and (C) the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included participating in such Demand Registration equals or exceeds fifty million dollars ($50,000,000) if pursuant to a Long-Form Registration, or twenty-five million dollars ($25,000,000) if pursuant to a Short-Form Registrationdemand registration.

Demand by Holders. (i) If, at any time after Following the six (6) month anniversary end of the date period ending 180 days following the Effective Date, each Initial Holder or group of Initial Holders may make a written request to the Company for registration of all or any part of the ClosingRegistrable Securities held by such requesting Holder; provided that either: -------- (a) the estimated market value of the Registrable Securities to be so registered is at least $25 million in the aggregate; or (b) the Registrable Securities to be so registered comprise at least twenty (20) percent of the New Common Stock issued under the Plan; provided, there is no currently effective further, however, that such requested -------- ------- ------- registration may involve the registration of less than the amounts specified in Sections 2(a)(i)(a) and 2(a)(i)(b) above if the Registrable Securities requested to be registered (x) have an estimated market value of at least $5 million in the aggregate and (y) constitute all of such requesting Holder's Registrable Securities. 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. Subject to the terms of this Agreement and applicable law, if the Company meets the requirements for filing a Shelf Registration Statement on file with Form S-3 under the SEC and Securities Act, the Company, upon the request of such Initial Holder in its request for a Demand Registration, shall be required to register the offering of the Registrable Securities so requested by means of a Shelf Registration Statement. (ii) Within twenty (20) days following receipt of any request for a Demand Registration, the Company shall have received a requestdeliver written notice of such request to all other Holders of Registrable Securities. Thereafter, subject to ‎Section 17Section 2(e), from any Qualified Shareholder (the “Requesting Shareholder”) that the Company effect the registration under the Securities Act of all or shall include in such Demand Registration any portion of such Requesting Shareholder’s additional Registrable Securities (x) on Form S-1 which the Holder or any similar long-form Registration Statement (a “Long-Form Holders thereof have requested in writing be included in such Demand Registration”) or (y) on Form S-3 or any similar short-form Registration Statement (a “Short-Form Registration”) if , provided that all -------- requests therefor have been received by the Company qualifies within twenty (20) days of the Company's having given the applicable notice to use such short form Registration Statement (any Holder or Holders. All such requested Long-Form Registration or Short-Form Registration, a “Demand Registration”), and specifying requests shall specify the kind and aggregate amount of Registrable Securities to be registered and the intended method or methods of disposition thereof, then distribution of the same. The Company also may elect to include in such registration additional securities of the Company shall promptlyto be registered thereunder, including securities to be sold for the Company's own account or for the account of Persons who are not Holders. (iii) The Company shall, subject to the terms hereof and applicable law, use its reasonable best efforts to file a registration statement relating to a Demand Registration as promptly as practicable following receipt of a request for a Demand Registration in accordance with Section 2(a)(i), but in no event later than eleven (11) Business Days prior to the effective date of the Registration Statement relating to such Demand Registrationany case, give notice of such request (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 request to the Company, specifying the aggregate amount of Registrable Securities held by such Holders requested to be registered as part of such Demand Registration and the intended method of distribution thereof. (ii) The Company shall file such Registration Statement with the SEC within ninety (90) days after receipt of such request, in the case of a Long-Form Registration, and thirty (30) days of such request, in the case of a Short-Form Registration, and shall use its reasonable best efforts to cause such Registration Statement registration statement to be declared effective under the Securities Act as soon as practicable thereafter and the “blue sky” Laws of to keep such jurisdictions as any Participating Shareholder registration statement effective for not less than ninety (90) days (or any underwriter, if any, reasonably requests, as expeditiously as possible, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so such shorter period during which a prospectus is required to be registereddelivered under the Securities Act). (iii) Notwithstanding anything to the contrary in this ‎Section 2(a), (A) the Company shall not be obligated to effect more than two (2) Long-Form Registrations over any three (3) year period at the request of any Holder, (B) from and after the time the Company becomes eligible for a Short-Form Registration, the Holders shall be entitled to effect two (2) Short-Form Registrations per calendar year in the aggregate in addition to the Long-Form Registrations to which they are entitled (which Long-Form Registrations, at the election of the Requesting Shareholder, may be effected as Short-Form Registrations, in which case they will count as Long-Form Registrations for purposes of the preceding clause (A)) and (C) the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds fifty million dollars ($50,000,000) if pursuant to a Long-Form Registration, or twenty-five million dollars ($25,000,000) if pursuant to a Short-Form Registration.

Demand by Holders. At any time on or after the later of (i) IfAugust 20, at any time 2000 and (ii) the one hundred and eighty-first (181st) day after the six (6) month anniversary completion of the date of the Closing, there is no currently effective Shelf Registration Statement on file with the SEC and initial public offering by the Company shall have received a requestof its Common Stock, subject to ‎Section 17upon the written request by Holders of at least 66-2/3% of all Registrable Shares, from any Qualified Shareholder (the “Requesting Shareholder”) that the Company effect the registration under the Securities Act of all or any portion part of the Registrable Shares of such Requesting 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 (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”)requesting party, and specifying the kind amount and aggregate amount of Registrable Securities to be registered and the intended method of disposition thereof, then the Company shall promptlypromptly give notice of such requested registration to all other Holders and, but 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 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 event later than eleven 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 (11ii) Business Days 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 registration statement relating to such Demand Registrationregistration, give 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 request (a “Demand Notice”) to registration statement, then the other Holders, specifying Registration Expenses incurred by 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 request to the Company, specifying the aggregate amount of Registrable Securities held by such Holders requested to be registered as part of such Demand Registration and the intended method of distribution thereof. (ii) The Company shall file such Registration Statement in connection with the SEC within ninety (90) days of such request, in the case of a Long-Form Registration, and thirty (30) days of such request, in the case of a Short-Form Registration, and revoked request shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act and the “blue sky” Laws of such jurisdictions as any Participating Shareholder or any underwriter, if any, reasonably requests, as expeditiously as possible, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered. (iii) Notwithstanding anything to the contrary in this ‎Section 2(a), (A) the Company shall not be obligated to effect more than two (2) Long-Form Registrations over any three (3) year period at the request of any Holder, (B) from and after the time the Company becomes eligible for a Short-Form Registration, payable by the Holders shall be entitled to effect two (2) Short-Form Registrations per calendar year in the aggregate in addition to the Long-Form Registrations to which they are entitled (which Long-Form Registrations, at the election of the Requesting Shareholder, may be effected as Short-Form Registrations, in which case they will count as Long-Form Registrations for purposes of the preceding clause (A)) and (C) the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included participating in such Demand Registration equals or exceeds fifty million dollars ($50,000,000) if pursuant to a Long-Form Registration, or twenty-five million dollars ($25,000,000) if pursuant to a Short-Form Registrationdemand registration.

Demand by Holders. Any of TPG, Bxxx and Goldman may make a written request to the Company for Registration of Registrable Securities held by such Holders and any other Holders of Registrable Securities (i) If, on or at any time after the six (6) month 180th day following the IPO and prior the first anniversary of the date of the Closing, IPO and (ii) if there is no then-currently effective Shelf Registration Statement on file with the SEC and SEC, on or at any time after the Company shall have received a request, subject to ‎Section 17, from any Qualified Shareholder (first anniversary of the “Requesting Shareholder”) that the Company effect the registration under the Securities Act of all or any portion of such Requesting 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 (a “Short-Form Registration”) if the Company qualifies to use such short form Registration Statement (any IPO. Any such requested Long-Form Registration or Short-Form Registration, shall hereinafter be referred to as a “Demand Registration”), and specifying .” Each request for a Demand Registration shall specify the kind and aggregate amount of Registrable Securities to be registered Registered and the intended method methods of disposition thereof, then the Company shall promptly, but in no event later than eleven . Within 30 days of a request for a Demand Registration (11) Business Days prior to the effective date of unless the Registration Statement relating to such Demand RegistrationRegistration would be required to include audited financial statements of the Company that are not currently available, give notice in which case, promptly after such audited financial statements of the Company are prepared and ready to be filed with the SEC), the Company shall file a Registration Statement relating to such request Demand Registration (a “Demand NoticeRegistration Statement”) 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 request to the Company, specifying the aggregate amount of Registrable Securities held by such Holders requested to be registered as part of such Demand Registration and the intended method of distribution thereof. (ii) The Company shall file such Registration Statement with the SEC within ninety (90) days of such request, in the case of a Long-Form Registration, and thirty (30) days of such request, in the case of a Short-Form Registration, and shall use its reasonable best efforts to cause such Demand Registration Statement to promptly be declared effective under (i) the Securities Act and (ii) the “blue skyBlue Sky” Laws laws of such jurisdictions as any Participating Shareholder Holder of Registrable Securities being registered under such Registration or any underwriter, if any, reasonably requests, as expeditiously as possible, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered. (iii) Notwithstanding anything to the contrary in this ‎Section 2(a), (A) the Company shall not be obligated to effect more than two (2) Long-Form Registrations over any three (3) year period at the request of any Holder, (B) from and after the time the Company becomes eligible for a Short-Form Registration, the Holders shall be entitled to effect two (2) Short-Form Registrations per calendar year in the aggregate in addition to the Long-Form Registrations to which they are entitled (which Long-Form Registrations, at the election of the Requesting Shareholder, may be effected as Short-Form Registrations, in which case they will count as Long-Form Registrations for purposes of the preceding clause (A)) and (C) the Company shall not be obligated to effect a Demand Registration unless the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be included in such Demand Registration equals or exceeds fifty million dollars ($50,000,000) if pursuant to a Long-Form Registration, or twenty-five million dollars ($25,000,000) if pursuant to a Short-Form Registration.