Common use of Demand Registration After Public Equity Offering Clause in Contracts

Demand Registration After Public Equity Offering. Commencing on the earlier of March 15, 2003 or 180 days after an initial Public Equity Offering, Holders owning, individually or in the aggregate, not less than the Requisite Securities may make a written request for one registration under the Securities Act of their Registrable Securities (a "DEMAND REGISTRATION"). Within 120 days of the receipt of such written request for a Demand Registration, the Company shall file with the SEC and use its best efforts to cause to become effective under the Securities Act a Registration Statement with respect to such Registrable Securities. Any such request will specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. The Company shall give written notice of such registration request to all other Holders of Registrable Securities within 20 days after the receipt thereof. Within 30 days after the date of such notice from the Company, any Holder may request in writing that such Holder's Registrable Securities be included in such Registration Statement and the Company shall include in such Registration Statement the Registrable Securities of any such Holder requested to be so included (the "INCLUDED SECURITIES"). Each such request by such other Holders shall specify the number of Included Securities proposed to be sold and the intended method of disposition thereof. Subject to Sections 2.1(b) and 2.1(f) hereof, the Company shall be required to register Registrable Securities pursuant to this Section 2.1(a) only once. Subject to Section 2.1(f) hereof, no other securities of the Company except (i) Registrable Securities held by any Holder, (ii) equity securities to be offered and sold for the account of the Company and (iii) any equity securities of the Company held by the parties to the Stockholder Rights Agreement or by any Person having "piggy-back" registration rights pursuant to any contractual obligation of the Company shall be included in a Demand Registration; provided, however, that no such securities for the account of the Company or any other Person (other than the parties to the Stockholder Rights Agreement) shall be so included unless, in connection with any underwritten offering, the managing underwriter or underwriters confirm to the Holders of Registrable Securities to be included in such Demand Registration that the inclusion of such other securities will not be likely to affect the price at which the Registrable Securities may be sold. The inclusion of any such securities for the account of the Company or any other Person shall be on the same terms as that of the Registrable Securities.

Demand Registration After Public Equity Offering. Commencing on (a) At any time and from time to time after the earlier occurrence of March 15, 2003 or 180 days after an initial a Public Equity Offering, Holders owning, individually or in the aggregate, not less than the Requisite Securities may make a written request for one registration request, on two occasions (each, a "Demand Registration"), that the Company register the issuance of the Warrant Shares by the Company upon exercise, or if such issuance is not then permitted to be registered by applicable rule or policy of the SEC, the resale of the Warrant Shares, under the Securities Act of their Registrable Securities (a "DEMAND REGISTRATION")Act. Within 120 days of the receipt of such written request for a Demand Registration, the The Company shall file with the SEC and use its best efforts to cause to become effective under the Securities Act a Registration Statement with respect to such Registrable SecuritiesSecurities within (i) 45 days of receipt of such written request for a Demand Registration if the Company is then eligible to register an offering pursuant to Form S-3 under the Securities Act; (ii) 90 days of receipt of such written request for a Demand Registration if the Company is not then eligible to register an offering pursuant to Form S-3 under the Securities Act but is then qualified as a reporting company under the Exchange Act; or (iii) 180 days of receipt of such written request for a Demand Registration in any other case. Any such request will specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. The Company shall give written notice of such registration request to all other Holders of Registrable Securities within 20 15 days after the receipt thereof. Within 30 20 days after the date receipt by any Holder of Registrable Securities of such notice from the Company, any such Holder may request in writing that such Holder's Registrable Securities be included in such Registration Statement and the Company shall include in such Registration Statement the Registrable Securities of any such Holder requested to be so included (the "INCLUDED SECURITIESIncluded Securities"). Each such request by such other Holders shall specify the number of Included Securities proposed to be sold and the intended method of disposition thereof. Subject to Sections 2.1(b2.2(b) and 2.1(f2.2(f) hereof, the Company shall be required to register Registrable Securities pursuant to this Section 2.1(a2.2(a) only onceon a maximum of two separate occasions; provided, however, that the Company may be required on one additional occasion to register Registrable Securities issued or issuable in connection with the Contingent Warrants if the holders of such Registrable Securities have not been offered an opportunity to include such Registrable Securities in a Registration Statement pursuant to a Demand Registration. Subject to Section 2.1(f2.2(f) hereof, no other securities of the Company except (i) Registrable Securities held by any Holder, (ii) equity securities to be offered and sold for the account of the Company and (iii) any equity securities of the Company held by the parties to the Stockholder Investors' Rights Agreement or by any Person having "piggy-back" registration rights pursuant to any contractual obligation of the Company shall be included in a Demand Registration; provided, however, that no such securities for the account of the Company or any other Person (other than the parties to the Stockholder Rights Agreement) shall be so included unless, in connection with any underwritten offering, the managing underwriter or underwriters confirm to the Holders of Registrable Securities to be included in such Demand Registration that the inclusion of such other securities will not be likely to affect the price at which the Registrable Securities may be sold. The inclusion of any such securities for the account of the Company or any other Person shall be on the same terms as that of the Registrable Securities.

Demand Registration After Public Equity Offering. Commencing on At any time and from time to time after the earlier occurrence of March 15, 2003 or 180 days after an initial a Public Equity Offering, Offering Holders owning, individually or in the aggregate, not less than the Requisite Securities may make a written request for one registration under the Securities Act of their Registrable Securities (a "DEMAND REGISTRATION"). Within 120 days of the receipt of such written request for a Demand Registration, the Company shall file with the SEC and use its best efforts to cause to become effective under the Securities Act a Registration Statement with respect to such Registrable Securities. Any such request will specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. The Company shall give written notice of such registration request to all other Holders of Registrable Securities within 20 15 days after the receipt thereof. Within 30 20 days after the date receipt by any Holder of Registrable Securities of such notice from the Company, any such Holder may request in writing that such Holder's Registrable Securities be included in such Registration Statement and the Company shall include in such Registration Statement the Registrable Securities of any such Holder requested to be so included (the "INCLUDED SECURITIES"). Each such request by such other Holders shall specify the number of Included Securities proposed to be sold and the intended method of disposition thereof. Subject to Sections 2.1(b) and 2.1(f) hereof, the Company shall be required to register Registrable Securities pursuant to this Section 2.1(a) only onceon a maximum of three separate occasions. Subject to Section 2.1(f) hereof, no other securities of the Company except (i) Registrable Securities held by any Holder, (ii) equity securities to be offered and sold for the account of the Company and (iii) any equity securities of the Company held by the parties to the Stockholder Rights Shareholders' Agreement or by any Person having "piggy-back" registration rights pursuant to any contractual obligation of the Company shall be included in a Demand Registration; providedPROVIDED, howeverHOWEVER, that no such securities for the account of the Company or any other Person person (other than the parties to the Stockholder Rights Shareholders' Agreement) shall be so included unless, in connection with any underwritten offering, the managing underwriter or underwriters confirm to the Holders of Registrable Securities to be included in such Demand Registration that the inclusion of such other securities will not be likely to affect effect the price at which the Registrable Securities may be sold. The inclusion of any such securities for the account of the Company or any other Person shall be on the same terms as that of the Registrable Securities.

Demand Registration After Public Equity Offering. Commencing on At any time ------------------------------------------------ and from time to time after the earlier of March the occurrence of a Public Equity Offering and May 15, 2003 or 180 days after an initial Public Equity Offering2000, Holders owning, individually or in the aggregate, not less than the Requisite Securities may make a written request for one registration under the Securities Act of their Registrable Securities (a "DEMAND REGISTRATIONDemand Registration"). Within 120 90 days of the receipt of such written request for a Demand Registration, the Company shall file with the SEC and use its best efforts to cause to become effective under the Securities Act a Registration Statement with respect to such Registrable Securities. Any such request will specify the number of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. The Company shall give written notice of such registration request to all other Holders of Registrable Securities within 20 15 days after the receipt thereof. Within 30 20 days after the date receipt by any Holder of Registrable Securities of such notice from the Company, any such Holder may request in writing that such Holder's Registrable Securities be included in such Registration Statement and the Company shall include in such Registration Statement the Registrable Securities of any such Holder requested to be so included (the "INCLUDED SECURITIESIncluded Securities"). Each such request by such other Holders shall specify the number of Included Securities proposed to be sold and the intended method of disposition thereof. Subject to Sections 2.1(b) and 2.1(f) hereof, the Company shall be required to register Registrable Securities pursuant to this Section 2.1(a) only onceon a maximum of three separate occasions. Subject to Section 2.1(f) hereof, no other securities of the Company except (i) Registrable Securities held by any Holder, (ii) equity securities to be offered and sold for the account of the Company and (iii) any equity securities of the Company held by the parties to the Stockholder Rights Agreement or by any Person having "piggy-back" registration rights pursuant to any contractual obligation of the Company shall be included in a Demand Registration; provided, -------- however, that no such securities for the account of the Company or any other Person ------- person (other than the parties to the Stockholder Rights Agreement) shall be so included unless, in connection with any underwritten offering, the managing underwriter or underwriters confirm to the Holders of Registrable Securities to be included in such Demand Registration that the inclusion of such other securities will not be likely to affect the price at which the Registrable Securities may be sold. The inclusion of any such securities for the account of the Company or any other Person shall be on the same terms as that of the Registrable Securities.