Common use of Demand Procedures Clause in Contracts

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 1.1.1 or Section 1.3 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares of Common Stock proposed to be registered and sold) within ten (10) Business Days after receipt of such notice from the Company. Subject to the provisions of Section 1.1.4, the proposed registration and sale may include securities offered by the Company for its own account and/or other securities of the Company that are held by Other Shareholders, if any. The Company shall thereafter, as expeditiously as practicable, use its best efforts to (i) file with the SEC under the Act a registration statement on an appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities or other securities of the Company with respect to which the Company has received the written request from the other Holders or Other Shareholders, as the case may be, and (ii) cause the registration statement to be declared effective. At the request of the Institutional Investors making such demand, the Company shall cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Institutional Investors and approved by the Company, such approval not to be unreasonably withheld, and the Company shall enter into an underwriting agreement in customary form and containing customary terms reasonably acceptable to the Company and the Institutional Investors with the underwriter or underwriters selected for such underwriting. All Holders, including the Institutional Investors, and Other Shareholders intending to participate in such proposed registration must agree to distribute their securities through such underwriting and shall be required to enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than three (3) registrations in total requested by the Institutional Investors under Section 1.1.1 or more than one (1) registration under Section 1.1.1 or Section 1.3 in any consecutive nine-month period; provided, however, that any such request shall be deemed satisfied only when a registration statement covering at least 80% of the Registrable Securities specified in the notices as aforesaid and not withdrawn pursuant to Section 1.1.5, for sale in accordance with the method of disposition specified by the Institutional Investors, has become effective; provided further, that as among the Institutional Investors: (i) BCP Fund I Virginia Holdings, LLC shall have the sole and exclusive right to request two (2) registrations under Section 1.1.1, and (ii) each other Institutional Investor shall have the sole and exclusive right to request one (1) registration under Section 1.1.1, provided that in each case the requested registration otherwise satisfies the conditions of Section 1.1.1.

Demand Procedures. Within ten (10) Business Days after 161 After receipt by the Company of a written registration request under Section 1.1.1 or Section 1.3 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares of Common Stock proposed to be registered and sold) within ten (10) Business Days after receipt of such notice from the Company. Subject to the provisions of Section 1.1.4, the proposed registration and sale may include securities offered by the Company for its own account and/or other securities of the Company that are held by Other Shareholders, if any. The Company shall thereaftershall, as expeditiously as practicable, use its best efforts to practicable (i) file with the SEC under the Act a registration statement on an the appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities or other securities of the Company with respect to which the Company has received the written request from the other Holders or Other Shareholders, as the case may be, and (ii) use its reasonable efforts to cause the registration statement to be declared effective. At the request of the Institutional Investors making such demandMTI, the Company shall use its reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Institutional Investors MTI and approved by the Company, such approval not to be unreasonably withheld. In connection with such offering, and the Company MTI shall enter into an underwriting agreement in customary form and containing customary terms reasonably acceptable to the Company and the Institutional Investors with the underwriter or underwriters selected for such underwriting. All Holders, including the Institutional Investors, and Other Shareholders intending to participate in such proposed registration must agree to distribute their securities through such underwriting and shall be required to enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than three (3) two registrations in total requested by the Institutional Investors MTI under Section 1.1.1 or more than one (1) registration under Section 1.1.1 or Section 1.3 in any consecutive nine-month period; 1.1.1, provided, however, that any each such request shall be deemed satisfied only when a registration statement covering at least 80% of the all Registrable Securities specified in the notices received as aforesaid and not withdrawn pursuant to Section 1.1.5aforesaid, for sale in accordance with the method of disposition specified by the Institutional InvestorsMTI, has become effectiveeffective and, if the method of disposition is a firm commitment underwritten public offering, at least 75% of the Registrable Securities covered thereby shall have been sold pursuant thereto. Except for registration statements on Form S-4, X-0 xx another form not available for registering securities for sale to the public, or any successor thereto, the Company will not, without the consent of MTI, file with the SEC any other registration statement with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a notice from MTI pursuant to this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; provided furtherprovided, however, that the Company may include securities offered by the Company for its own account in such offering pursuant to this Section 1.1, subject to reduction as among the Institutional Investors: (i) BCP Fund I Virginia Holdings, LLC shall have the sole and exclusive right to request two (2) registrations under provided in Section 1.1.1, and (ii) each other Institutional Investor shall have the sole and exclusive right to request one (1) registration under Section 1.1.1, provided that in each case the requested registration otherwise satisfies the conditions 1.1.4 of Section 1.1.1this Agreement.

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 1.1.1 or Section 1.3 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and salesale with respect to the Registrable Securities held by them, upon written request to the Company (which request shall specify the number of shares of Common Stock proposed to be registered and sold) within ten (10) Business Days after receipt of such notice from the Company. Subject to the provisions of Section 1.1.4, the proposed registration and sale may include securities offered by the Company for its own account and/or other securities of the Company that are held by Other Shareholders, if any. The Company shall thereafter, as expeditiously as practicable, use its best commercially reasonable efforts to (i) file with the SEC under the Act a registration statement on an the appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities or other securities of the Company with respect to which the Company has received the written request to participate in such demand registration from the other Holders or Other Shareholders, as the case may be, and (ii) cause the registration statement to be declared effective. At the request of the Institutional Investors making such demandInitiating Holders requesting registration, the Company shall use its commercially reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Institutional Investors Company and approved by the CompanyInitiating Holders, such approval not to be unreasonably withheld, and the Company shall enter into an underwriting agreement in customary form and containing customary terms reasonably acceptable to the Company and the Institutional Investors with the underwriter or underwriters selected for such underwriting. All Holders, including the Institutional Investors, and Other Shareholders intending to participate in such proposed registration must agree Holders proposing to distribute their securities through such underwriting and shall be required to enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than three two (32) registrations in total requested by the Institutional Investors Initiating Holders under Section 1.1.1 or more than one (1) registration under Section 1.1.1 or Section 1.3 in any consecutive nine-month period; 1.1.1, provided, however, that any each such request shall be deemed satisfied only when a registration statement covering at least 80% not less than seventy-five percent (75%) of the Registrable Securities specified in the notices received as aforesaid and not withdrawn pursuant to Section 1.1.5from the Initiating Holders, for sale in accordance with the method of disposition specified by the Institutional InvestorsInitiating Holders, has become effective; provided further, that effective for a period of at least ninety (90) days (or such shorter period as among the Institutional Investors: (i) BCP Fund I Virginia Holdings, LLC shall all securities thereunder have the sole and exclusive right to request two (2) registrations under Section 1.1.1, and (ii) each other Institutional Investor shall have the sole and exclusive right to request one (1) registration under Section 1.1.1, provided that in each case the requested registration otherwise satisfies the conditions of Section 1.1.1been sold).

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 1.1.1 or Section 1.3 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares of Common Stock proposed to be registered and sold) within ten five (105) Business Days after receipt of such notice from the Company. Subject to the provisions of Section 1.1.4, the proposed registration and sale may include securities offered by the Company for its own account and/or other securities of the Company that are held by Other Shareholders, if any. The Company shall thereafter, as expeditiously as practicable, use its best efforts to practicable (i) file with the SEC United States Securities and Exchange Commission (the “SEC”) under the Act a registration statement on an the appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities or other securities of the Company with respect to which the Company has received the written request from the other Holders or Other Shareholders, as the case may be, and (ii) use its reasonable best efforts to cause the registration statement to be declared effective. At the request of either the Institutional Investors making such demandExisting Holders or the Additional Holders requesting registration, the Company shall cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Institutional Investors Existing Holders or the Additional Holders, as applicable, and approved by the Company, such approval not to be unreasonably withheld, and the Company shall enter into an underwriting agreement in customary form and containing customary terms reasonably acceptable to the Company and the Institutional Investors with the underwriter or underwriters selected for such underwriting. All Holders, including the Institutional Investors, and Other Shareholders intending to participate in such proposed registration must agree holders proposing to distribute their securities through such underwriting and shall be required to enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than three (3) two registrations in total requested by the Institutional Investors Existing Holders under Section 1.1.1 or more than one (1) registration under Section 1.1.1 or Section 1.3 in any consecutive nine-month period; 1.1.1, provided, however, that any such request shall be deemed satisfied only when a registration statement covering at least 80not less than 70% of the Registrable Securities specified in the notices received as aforesaid and not withdrawn pursuant to Section 1.1.5aforesaid, for sale in accordance with the method of disposition specified by the Institutional InvestorsExisting Holders, has become effective; provided further, that as among . The Company shall not be obligated to effect more than two registrations requested by the Institutional Investors: (i) BCP Fund I Virginia Holdings, LLC shall have the sole and exclusive right to request two (2) registrations Additional Holders under Section 1.1.1, with the second registration requested having an anticipated aggregate offering price not less than $5,000,000, provided, however, that any such request shall be deemed satisfied only when a registration statement covering not less than 70% of the Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Additional Holders, has become effective. The registration statement filed pursuant to the request of the Existing Holders or the Additional Holders may, subject to Section 1.1.4, include other securities of the Company, with respect to which registration rights have been granted, and (ii) each other Institutional Investor shall have may include securities of the sole and exclusive right to request one (1) registration under Section 1.1.1, provided that in each case Company being sold for the requested registration otherwise satisfies account of the conditions of Section 1.1.1Company.

Demand Procedures. Within ten (10) Business Days after After receipt by the Company of a written registration request under Section 1.1.1 or Section 1.3 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares of Common Stock proposed to be registered and sold) within ten (10) Business Days after receipt of such notice from the Company. Subject to the provisions of Section 1.1.4, the proposed registration and sale may include securities offered by the Company for its own account and/or other securities of the Company that are held by Other Shareholders, if any. The Company shall thereaftershall, as expeditiously as practicable, use its best efforts to practicable (i) file with the SEC under the Act a registration statement on an the appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities or other securities of the Company with respect to which the Company has received the written request from the other Holders or Other Shareholders, as the case may be, and (ii) use its reasonable efforts to cause the registration statement to be declared effective. At the request of the Institutional Investors making such demandMTI, the Company shall use its reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Institutional Investors MTI and approved by the Company, such approval not to be unreasonably withheld. In connection with such offering, and the Company MTI shall enter into an underwriting agreement in customary form and containing customary terms reasonably acceptable to the Company and the Institutional Investors with the underwriter or underwriters selected for such underwriting. All Holders, including the Institutional Investors, and Other Shareholders intending to participate in such proposed registration must agree to distribute their securities through such underwriting and shall be required to enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than three (3) two registrations in total requested by the Institutional Investors MTI under Section 1.1.1 or more than one (1) registration under Section 1.1.1 or Section 1.3 in any consecutive nine-month period; provided1.1.1, howeverPROVIDED, HOWEVER, that any each such request shall be deemed satisfied only when a registration statement covering at least 80% of the all Registrable Securities specified in the notices received as aforesaid and not withdrawn pursuant to Section 1.1.5aforesaid, for sale in accordance with the method of disposition specified by the Institutional InvestorsMTI, has become effectiveeffective and, if the method of disposition is a firm commitment underwritten public offering, at least 75% of the Registrable Securities covered thereby shall have been sold pursuant thereto. Except for registration statements on Form X-0, X-0 or another form not available for registering securities for sale to the public, or any successor thereto, the Company will not, without the consent of MTI, file with the SEC any other registration statement with respect to its Common Stock, whether for its own account or that of other shareholders, from the date of receipt of a notice from MTI pursuant to this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; provided furtherPROVIDED, HOWEVER, that the Company may include securities offered by the Company for its own account in such offering pursuant to this Section 1.1, subject to reduction as among the Institutional Investors: (i) BCP Fund I Virginia Holdings, LLC shall have the sole and exclusive right to request two (2) registrations under provided in Section 1.1.1, and (ii) each other Institutional Investor shall have the sole and exclusive right to request one (1) registration under Section 1.1.1, provided that in each case the requested registration otherwise satisfies the conditions 1.1.4 of Section 1.1.1this Agreement.

Demand Procedures. Within ten (10) Business Days after receipt by the Company of a written registration request under Section 1.1.1 or Section 1.3 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly give written notice to all other Holders of the proposed registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares of XBKS Common Stock proposed to be registered and sold) within ten (10) Business Days after receipt of such notice from the Company. Subject to the provisions of Section 1.1.4, the proposed registration and sale may include securities offered by the Company for its own account and/or other securities of the Company that are held by Other Shareholders, if any. The Company shall thereafter, as expeditiously as practicable, use its best efforts to (i) file with the SEC under the Act a registration statement on an appropriate form concerning all Registrable Securities specified in the demand request and all Registrable Securities or other securities of the Company with respect to which the Company has received the written request from the other Holders or Other Shareholders, as the case may be, and (ii) cause the registration statement to be declared effective. At the request of the Institutional Investors making such demand, the Company shall cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Institutional Investors and approved by the Company, such approval not to be unreasonably withheld, and the Company shall enter into an underwriting agreement in customary form and containing customary terms reasonably acceptable to the Company and the Institutional Investors with the underwriter or underwriters selected for such underwriting. All Holders, including the Institutional Investors, and Other Shareholders intending to participate in such proposed registration must agree to distribute their securities through such underwriting and shall be required to enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than three (3) registrations in total requested by the Institutional Investors under Section Other 1.1.1 or more than one (1) registration under Section 1.1.1 or Section 1.3 in any consecutive nine-month period; provided, however, that any such request shall be deemed satisfied only when a registration statement covering at least 80% of the Registrable Securities specified in the notices as aforesaid and not withdrawn pursuant to Section 1.1.5, for sale in accordance with the method of disposition specified by the Institutional Investors, has become effective; provided further, that as among the Institutional Investors: (i) BCP Fund I Virginia Holdings, LLC shall have the sole and exclusive right to request two (2) registrations under Section 1.1.1, and (ii) each other Institutional Investor shall have the sole and exclusive right to request one (1) registration under Section 1.1.1, provided that in each case the requested registration otherwise satisfies the conditions of Section 1.1.1.