Common use of Demand Registration of Registrable Securities Clause in Contracts

Demand Registration of Registrable Securities. At anytime after October 1, 2003, the Majority Investors may send written notice to the Trust requesting that the Trust cause to be filed with the SEC a registration statement under the Securities Act covering the reoffer and resale of the Registrable Securities by the Investors in an underwritten public offering. Within 15 Business Days after the effective date of such notice, the Trust shall notify in writing the Remaining Investors of the filing and shall include in any such registration any Registrable Securities sought to be included by any Remaining Investors who so notify the Trust in writing, within 15 Business Days after the effective date of the notice from the Trust, of their election to include Registrable Securities in such registration statement. Within 60 days after the effective date of the notice from the Majority Investors, the Trust shall file a registration statement on such form as selected by the Trust seeking to register the Registrable Securities so requested to be registered by all Investors as provided above, and the Trust shall use commercially reasonable efforts to cause to become effective such registration statement, subject to the reasonable cooperation of the Investors participating as selling shareholders in such registration. Notwithstanding anything in this Section 2.2 to the contrary, if the managing underwriter of any public offering to be effected pursuant to this Section 2.2 shall inform the Majority Investors of its belief that the number of Registrable Securities requested by all Investors to be included in such registration would materially and adversely affect the underwritten public offering, then each Investor who has elected to participate as a selling shareholder in such registration as provided above shall include in such registration, that number of Registrable Securities obtained by multiplying the Maximum Offering by a fraction obtained by dividing (i) the number of the Registrable Securities that such Investor sought to include in such registration by (ii) the total number of securities proposed to be included in such registration by all Investors.

Demand Registration of Registrable Securities. At anytime after October 1(a) Following the six-month anniversary of the Initial Public Offering, 2003, the Majority Investors may send upon written notice to the Trust by Info-Quest requesting that SoftBrands effect the Trust cause to be filed with the SEC a registration statement under the Securities Act covering the reoffer and resale of not less than 75% of the Registrable Securities then held by Info-Quest, which notice shall specify the Investors in an underwritten public offering. Within 15 Business Days after the effective date intended method or methods of disposition of such noticeRegistrable Securities, SoftBrands will use its reasonable best efforts to effect the Trust registration under the Securities Act of such Registrable Securities for disposition in accordance with the intended method or methods of disposition stated in such request, provided that: (i) SoftBrands shall notify in writing not effect a registration prior to the Remaining Investors completion of the filing Reorganization and shall include in any such registration any the distribution of the Shares pursuant thereto; (ii) If Info-Quest previously has disposed of Registrable Securities sought pursuant to a registration under this Section 3.1(a), SoftBrands shall not be included by any Remaining Investors who so notify the Trust in writing, within 15 Business Days after required to effect a registration under this Section 3.1(a) until a period of at least 180 days shall have elapsed from the effective date of the notice from the Trust, of their election to include Registrable Securities in such most recent preceding registration statement. Within 60 days after the effective date of the notice from the Majority Investors, the Trust shall file a registration statement on such form as selected by the Trust seeking to register the Registrable Securities so requested to be registered by all Investors as provided above, and the Trust shall use commercially reasonable efforts to cause to become effective such registration statement, subject to the reasonable cooperation of the Investors participating as selling shareholders in such registration. Notwithstanding anything in this Section 2.2 to the contrary, if the managing underwriter of any public offering to be effected pursuant to this Section 2.2 shall inform 3.1(a); (iii) If, upon receipt of a registration request pursuant to this Section 3.1(a), SoftBrands and Info-Quest are advised by, following consultation with, a recognized independent investment banking firm selected by SoftBrands that, in such firm’s opinion, a registration at that time and on the Majority Investors terms requested of its belief that any of the number of Registrable Securities requested by all Investors proposed to be included in such registration offered would materially and adversely affect a public offering by SoftBrands of the underwritten public offeringShares (other than in connection with employee benefit and similar plans) (a “SoftBrands Company Offering”) that had been planned by SoftBrands prior to the date of the written registration request under this Section 3.1(a), then each Investor who has elected and provided that SoftBrands complies with Section 3.2 hereof with respect to participate as such SoftBrands Company Offering, SoftBrands shall not be required to effect a selling shareholder in such registration as provided above shall include in such registration, that number pursuant to this Section 3.1 (a) until the earliest of Registrable Securities obtained by multiplying the Maximum Offering by a fraction obtained by dividing (i) the number later of (A) 180 days after the Registrable Securities that completion of such Investor sought SoftBrands Company Offering or (B) the termination of any “lock-up” period required by the underwriters, if any, to include be applicable to Info-Quest in connection with such registration by SoftBrands Company Offering and (ii) five Business Days after abandonment of such SoftBrands Company Offering; provided, however, that unless Info-Quest elects to proceed with such registration at such deferred time, such registration will not count as a demand registration. (iv) If, while a registration request is pending under this Section 3.1(a), the total number Board determines in good faith that (i) the filing of securities proposed a registration statement would require the disclosure of material, non-public information regarding SoftBrands and (ii) public disclosure of such material information would have a significant adverse impact on SoftBrands, then, on written notice given Info-Quest setting forth details regarding the basis for such determination, SoftBrands shall not be required to effect a registration pursuant to this Section 3.1(a) until the earlier of (x) the date upon which such material information is disclosed to the public or ceases to be included material to SoftBrands, and (y) 60 days after SoftBrands provides such written notice of such determination to Info-Quest; (v) SoftBrands and Info-Quest shall jointly select the managing and other underwriters for any underwritten offering pursuant to this Section 3.1(a); (b) SoftBrands may register Shares for sale for the account of another person in a registration of Registrable Securities under Section 3.1(a), provided that, except as otherwise required under the terms of currently outstanding registration rights agreements of SoftBrands, SoftBrands shall not have the right to register any such Shares to the extent that Info-Quest and SoftBrands are advised by, following consultation with, the managing underwriter for the offering of such Registrable Securities that, in such managing underwriter’s opinion, registration by all Investorsof such other Shares may adversely affect the offering and sale of such Registrable Securities. (c) Info-Quest shall have the right to one registration pursuant to Section 3.1(a) in any 6 month period up to a maximum of 2 registrations. If after SoftBrands has exercised its right to delay a registration pursuant to Section 3.1(iii) or (iv), Info-Quest withdraws its demand for such registration, such withdrawn demand shall not be counted as a demand under this Section 3.1.

Demand Registration of Registrable Securities. At anytime (a) If the Company shall receive at any time after October 1the closing of the Agreement, 2003, a written request from the Majority Investors may send written notice to the Trust requesting Holder that the Trust cause to be filed with the SEC Company file a registration statement under the Securities Act covering the reoffer Registrable Securities, then the Company shall, (i) within fifteen (15) days of the receipt thereof, give written acknowledgment of such request to the Holder; and (ii) subject to the limitations of Sections 1.8.b-1.8.d, effect, as soon as practicable, the registration under the Securities Act and resale all such qualifications and compliances as would permit or facilitate the sale and distribution of all Registrable Securities that the Holder requests to be registered. (b) If the Holder intends to distribute the Registrable Securities covered by the Investors in its request by means of an underwritten public offering. Within 15 Business Days after the effective date of such noticeunderwriting, the Trust Holder shall notify so advise the Company as a part of its request made pursuant to this Section 1.8 and the Company shall include such information in writing the Remaining Investors written notice referred to in Section 1.8(a). In such event, the right of the filing and shall include in any such registration any Registrable Securities sought to be included by any Remaining Investors who so notify the Trust in writing, within 15 Business Days after the effective date of the notice from the Trust, of their election Holder to include its Registrable Securities in such registration statementshall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. Within 60 days after If the effective date Holder proposes to distribute its securities through such underwriting, the Holder shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.8, if the underwriter advises the Company in writing that marketing factors require a limitation of the notice from the Majority Investors, the Trust shall file a registration statement on such form as selected by the Trust seeking to register the Registrable Securities so requested number of securities to be registered by all Investors as provided aboveunderwritten then the Company shall so advise the Holder, and the Trust number of shares that may be included in the underwriting shall use commercially reasonable efforts to cause to become effective such registration statement, subject be allocated to the reasonable cooperation Holders of such Registrable Securities on a pro rata basis. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the Investors participating as selling shareholders in such registration. Notwithstanding anything in this Section 2.2 to . (c) If, at the contrary, if time any written request for registration is received by the managing underwriter of any public offering to be effected Company pursuant to this Section 2.2 shall inform 1.8, the Majority Investors Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its belief that securities by it or any of its security holders, such written request shall be deemed to have been given pursuant to Section 1.2 hereof rather than this Section 1.8, and the number of Registrable Securities requested by all Investors to be included in such registration would materially and adversely affect the underwritten public offering, then each Investor who has elected to participate as a selling shareholder in such registration as provided above shall include in such registration, that number of Registrable Securities obtained by multiplying the Maximum Offering by a fraction obtained by dividing (i) the number rights of the Registrable Securities that Holder shall be governed by Section 1.2 hereof. (d) Upon the effectiveness of a Registration Statement under this Section 1.8, the Company will keep such Investor sought Registration Statement effective for up to include in such registration by ninety (ii90) the total number of securities proposed to be included in such registration by all Investorsdays.

Demand Registration of Registrable Securities. At anytime after October 11.1.1 Following the Closing Date, 2003, the Majority Investors may send upon written notice to the Trust by KoS requesting that the Trust Telia effect or cause to be filed with effected the SEC a registration statement under the Securities Act covering the reoffer and resale of some or all of the Registrable Securities held by KoS, which notice shall specify the Investors intended method or methods of disposition of such Registrable Securities (which method or methods shall not include offerings on a continuous or delayed basis pursuant to Rule 415 under the Securities Act or any similar or successor provision thereto), Telia will use its reasonable best efforts to effect or cause to be effected the registration under the Securities Act of such Registrable Securities for disposition in an underwritten public offering. Within 15 Business Days accordance with the intended method or methods of disposition stated in such registration request, provided that: (i) Telia shall not be required to effect a registration under this Section 1.1.1, prior to the 180th calendar day after the effective date Closing Date; (ii) If KoS previously has disposed of such notice, the Trust shall notify in writing the Remaining Investors of the filing and shall include in any such registration any Registrable Securities sought pursuant to a registration under this Section 1.1.1, Telia shall not be included by any Remaining Investors who so notify the Trust in writing, within 15 Business Days after required to effect a registration under this Section 1.1.1 until a period of at least 180 calendar days shall have elapsed from the effective date of the notice from most recent 1.1. For the Trustavoidance of doubt, this restriction does not apply with respect to registrations pursuant to Section 1.2; (iii) If, upon receipt of their election to include Registrable Securities in such registration statement. Within 60 days after the effective date of the notice from the Majority Investors, the Trust shall file a registration statement on such form as selected by the Trust seeking to register the Registrable Securities so requested to be registered by all Investors as provided above, and the Trust shall use commercially reasonable efforts to cause to become effective such registration statement, subject to the reasonable cooperation of the Investors participating as selling shareholders in such registration. Notwithstanding anything in this Section 2.2 to the contrary, if the managing underwriter of any public offering to be effected request pursuant to this Section 2.2 1.1.1, Telia is advised by a recognized independent investment banking firm selected by Telia and agreed to by KoS, such agreement not to be unreasonably withheld, that, in such firm's opinion, a registration at that time and on the terms requested of any of the Registrable Securities proposed to be offered would be likely to have a material adverse affect on a public offering by Telia of Telia Shares (other than in connection with employee benefit and similar plans) (a "TELIA COMPANY OFFERING") that had been specifically approved by the Board of Directors of Telia prior to the date of the written registration request under this Section 1.1.1 (provided that Telia complies with Section 1.2 hereof with respect to such Telia Company Offering), Telia shall inform not be required to effect a registration pursuant to this Section 1.1.1 until the Majority Investors earliest of its belief that (i) the later of (a) 180 calendar days after the completion of such Telia Company Offering or (b) the termination of any "lock-up" period required by the underwriters, if any, to be applicable to KoS in connection with such Telia Company Offering, (ii) five Business Days after abandonment of such Telia Company Offering, (iii) 90 calendar days after the completion of such Telia Company Offering if, in connection with a Telia Company Offering, KoS has made a registration request pursuant to Section 1.2 and the number of Registrable Securities requested is "cut-back" pursuant to this Agreement by all Investors more than 10% and (iv) 240 calendar days after the date of the written registration request under this Section 1.1.1; (iv) If, while a registration request is pending under this Section 1.1.1, Telia determines in good faith that (i) the filing of a registration statement would require the disclosure of material, non-public information regarding Telia and (ii) public disclosure of such material information would be likely to have a significant adverse impact on Telia, then, on written notice signed by the Chairman of the Board of Directors or the Chief Executive Officer of Telia given to KoS setting forth details regarding the basis for such determination, Telia shall not be required to file or effect a registration pursuant to this Section 1.1.1 until the earlier of (a) the date that is 10 calendar days after such material information is disclosed to the public or ceases to be included in material to Telia, and (b) 90 calendar days after Telia provides such registration would materially and adversely affect written notice of such determination to KoS; and (v) Telia shall not be required to register any Registrable Securities under this Section 1.1.1 unless the underwritten public offering, then each Investor who has elected to participate as a selling shareholder in such registration as provided above shall include in such registration, that aggregate number of Registrable Securities obtained proposed to be registered by multiplying KoS shall represent at least 2.5% of outstanding Telia Shares. 1.1.2 If a registration request pursuant to Section 1.1.1 involves an underwritten offering, KoS shall have the Maximum Offering right to select the investment banking firm that will act as managing underwriter for the offering; provided, however, that such investment banking firm shall be approved by Telia (such approval not to be unreasonably withheld or delayed). 1.1.3 Telia may register Telia Shares or Telia ADSs for sale for its own account or the account of another person in a fraction obtained registration of Registrable Securities under Section 1.1.1, provided that, except as otherwise required under the terms of currently outstanding registration rights agreements of Telia, Telia shall not have the right to register any such securities to the extent that KoS is advised in writing (with a copy to Telia) by dividing (i) the number managing underwriter for the offering of such Registrable Securities that, in such managing underwriter's opinion, registration of such other securities would reasonably be expected to adversely affect the offering and sale of such Registrable Securities. Notwithstanding the foregoing and subject to Section 1.2.2 hereof, if Telia or another person or entity has requested to have its Telia Shares or Telia ADSs registered in the same offering as a registration of Registrable Securities under Section 1.1.1, the Registrable Securities that shall have priority. 1.1.4 KoS shall have the right to one registration pursuant to this Section 1.1 in any six-month period up to a maximum of two registrations. If after Telia has exercised its right to delay a registration pursuant to Section 1.1.1(iii) or (iv), KoS withdraws its request for such Investor sought to include in registration, or if such registration by (ii) the total number is otherwise not completed, whether as a result of securities proposed to be included in adverse market conditions or for any other reason, such registration by all Investorsor attempted registration shall not be counted as a registration under this Section 1.1.

Demand Registration of Registrable Securities. At anytime (a) If the Company shall receive at any time after October 1the closing of the Agreement, 2003, a written request from the Majority Investors may send written notice to the Trust requesting Holder that the Trust cause to be filed with the SEC Company file a registration statement under the Securities Act covering the reoffer Registrable Securities, then the Company shall, (i) within fifteen (15) days of the receipt thereof, give written acknowledgment of such request to the Holder; and (ii) subject to the limitations of Sections 1.8.b-1.8.d, effect, as soon as practicable, the registration under the Securities Act and resale all such qualifications and compliances as would permit or facilitate the sale and distribution of all Registrable Securities that the Holder requests to be registered. (b) If the Holder intends to distribute the Registrable Securities covered by the Investors in its request by means of an underwritten public offering. Within 15 Business Days after the effective date of such noticeunderwriting, the Trust Holder shall notify so advise the Company as a part of its request made pursuant to this Section 1.8 and the Company shall include such information in writing the Remaining Investors written notice referred to in Section 1.8(a). In such event, the right of the filing and shall include in any such registration any Registrable Securities sought to be included by any Remaining Investors who so notify the Trust in writing, within 15 Business Days after the effective date of the notice from the Trust, of their election Holder to include its Registrable Securities in such registration statementshall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein. Within 60 days after If the effective date Holder proposes to distribute its securities through such underwriting, the Holder shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting (which underwriter or underwriters shall be reasonably acceptable to the Company). Notwithstanding any other provision of this Section 1.8, if the underwriter advises the Company in writing that marketing factors require a limitation of the notice from the Majority Investors, the Trust shall file a registration statement on such form as selected by the Trust seeking to register the Registrable Securities so requested number of securities to be registered by all Investors as provided aboveunderwritten then the Company shall so advise the Holder, and the Trust number of shares that may be included in the underwriting shall use commercially reasonable efforts to cause to become effective such registration statement, subject be allocated to the reasonable cooperation Holders of such Registrable Securities on a pro rata basis. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the Investors participating as selling shareholders in such registration. Notwithstanding anything in this Section 2.2 to . (c) If, at the contrary, if time any written request for registration is received by the managing underwriter of any public offering to be effected Company pursuant to this Section 2.2 shall inform 1.8, the Majority Investors Company has determined to proceed with the actual preparation and filing of a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any of its belief that securities by it or any of its security holders, such written request shall be deemed to have been given pursuant to Section 1.2 hereof rather than this Section 1.8, and the number of Registrable Securities requested by all Investors to be included in such registration would materially and adversely affect the underwritten public offering, then each Investor who has elected to participate as a selling shareholder in such registration as provided above shall include in such registration, that number of Registrable Securities obtained by multiplying the Maximum Offering by a fraction obtained by dividing (i) the number rights of the Registrable Securities that Holder shall be governed by Section 1.2 hereof. (d) Upon the effectiveness of a Registration Statement under this Section 1.8, the Company will keep such Investor sought Registration Statement effective for up to include in such registration by ninety (ii90) the total number of securities proposed to be included in such registration by all Investorsdays.

Demand Registration of Registrable Securities. At anytime after October 11.1.1 Following the Closing Date, 2003, the Majority Investors may send upon written notice to the Trust by RoF requesting that the Trust Telia effect or cause to be filed with effected the SEC a registration statement under the Securities Act covering the reoffer and resale of some or all of the Registrable Securities held by RoF, which notice shall specify the Investors intended method or methods of disposition of such Registrable Securities (which method or methods shall not include offerings on a continuous or delayed basis pursuant to Rule 415 under the Securities Act or any similar or successor provision thereto), Telia will use its reasonable best efforts to effect or cause to be effected the registration under the Securities Act of such Registrable Securities for disposition in an underwritten public offering. Within 15 Business Days accordance with the intended method or methods of disposition stated in such registration request, provided that: (i) Telia shall not be required to effect a registration under this Section 1.1.1, prior to the 180th calendar day after the effective date Closing Date; (ii) If RoF previously has disposed of such notice, the Trust shall notify in writing the Remaining Investors of the filing and shall include in any such registration any Registrable Securities sought pursuant to a registration under this Section 1.1.1, Telia shall not be included by any Remaining Investors who so notify the Trust in writing, within 15 Business Days after required to effect a registration under this Section 1.1.1 until a period of at least 180 calendar days shall have elapsed from the effective date of the notice from most recent 1.1. For the Trustavoidance of doubt, this restriction does not apply with respect to registrations pursuant to Section 1.2; (iii) If, upon receipt of their election to include Registrable Securities in such registration statement. Within 60 days after the effective date of the notice from the Majority Investors, the Trust shall file a registration statement on such form as selected by the Trust seeking to register the Registrable Securities so requested to be registered by all Investors as provided above, and the Trust shall use commercially reasonable efforts to cause to become effective such registration statement, subject to the reasonable cooperation of the Investors participating as selling shareholders in such registration. Notwithstanding anything in this Section 2.2 to the contrary, if the managing underwriter of any public offering to be effected request pursuant to this Section 2.2 1.1.1, Telia is advised by a recognized independent investment banking firm selected by Telia and agreed to by RoF, such agreement not to be unreasonably withheld, that, in such firm's opinion, a registration at that time and on the terms requested of any of the Registrable Securities proposed to be offered would be likely to have a material adverse affect on a public offering by Telia of Telia Shares (other than in connection with employee benefit and similar plans) (a "TELIA COMPANY OFFERING") that had been specifically approved by the Board of Directors of Telia prior to the date of the written registration request under this Section 1.1.1 (provided that Telia complies with Section 1.2 hereof with respect to such Telia Company Offering), Telia shall inform not be required to effect a registration pursuant to this Section 1.1.1 until the Majority Investors earliest of its belief that (i) the later of (a) 180 calendar days after the completion of such Telia Company Offering or (b) the termination of any "lock-up" period required by the underwriters, if any, to be applicable to RoF in connection with such Telia Company Offering, (ii) five Business Days after abandonment of such Telia Company Offering, (iii) 90 calendar days after the completion of such Telia Company Offering if, in connection with a Telia Company Offering, RoF has made a registration request pursuant to Section 1.2 and the number of Registrable Securities requested is "cut-back" pursuant to this Agreement by all Investors more than 10% and (iv) 240 calendar days after the date of the written registration request under this Section 1.1.1; (iv) If, while a registration request is pending under this Section 1.1.1, Telia determines in good faith that (i) the filing of a registration statement would require the disclosure of material, non-public information regarding Telia and (ii) public disclosure of such material information would be likely to have a significant adverse impact on Telia, then, on written notice signed by the Chairman of the Board of Directors or the Chief Executive Officer of Telia given to RoF setting forth details regarding the basis for such determination, Telia shall not be required to file or effect a registration pursuant to this Section 1.1.1 until the earlier of (a) the date that is 10 calendar days after such material information is disclosed to the public or ceases to be included in material to Telia, and (b) 90 calendar days after Telia provides such registration would materially and adversely affect written notice of such determination to RoF; and (v) Telia shall not be required to register any Registrable Securities under this Section 1.1.1 unless the underwritten public offering, then each Investor who has elected to participate as a selling shareholder in such registration as provided above shall include in such registration, that aggregate number of Registrable Securities obtained proposed to be registered by multiplying RoF shall represent at least 2.5% of outstanding Telia Shares. 1.1.2 If a registration request pursuant to Section 1.1.1 involves an underwritten offering, RoF shall have the Maximum Offering right to select the investment banking firm that will act as managing underwriter for the offering; provided, however, that such investment banking firm shall be approved by Telia (such approval not to be unreasonably withheld or delayed). 1.1.3 Telia may register Telia Shares or Telia ADSs for sale for its own account or the account of another person in a fraction obtained registration of Registrable Securities under Section 1.1.1, provided that, except as otherwise required under the terms of currently outstanding registration rights agreements of Telia, Telia shall not have the right to register any such securities to the extent that RoF is advised in writing (with a copy to Telia) by dividing (i) the number managing underwriter for the offering of such Registrable Securities that, in such managing underwriter's opinion, registration of such other securities would reasonably be expected to adversely affect the offering and sale of such Registrable Securities. Notwithstanding the foregoing and subject to Section 1.2.2 hereof, if Telia or another person or entity has requested to have its Telia Shares or Telia ADSs registered in the same offering as a registration of Registrable Securities under Section 1.1.1, the Registrable Securities that shall have priority. 1.1.4 RoF shall have the right to one registration pursuant to this Section 1.1 in any six-month period up to a maximum of two registrations. If after Telia has exercised its right to delay a registration pursuant to Section 1.1.1(iii) or (iv), RoF withdraws its request for such Investor sought to include in registration, or if such registration by (ii) the total number is otherwise not completed, whether as a result of securities proposed to be included in adverse market conditions or for any other reason, such registration by all Investorsor attempted registration shall not be counted as a registration under this Section 1.1.

Demand Registration of Registrable Securities. At anytime after October 1, 200390 days after Closing, the Majority Investors may send written notice to the Trust requesting that the Trust cause to be filed with the SEC a registration statement under the Securities Act covering the reoffer and resale of the (i) Preferred Registrable Securities, (ii) Common Registrable Securities or (iii) all of the Registrable Securities by the Investors in an underwritten public offering. Within 15 Business Days after the effective date of such notice, the Trust shall notify in writing the Remaining Investors of the filing and shall include in any such registration any Preferred Registrable Securities and/or Common Registrable Securities, as applicable, sought to be included by any Remaining Investors who so notify the Trust in writing, within 15 Business Days after the effective date of the notice from the Trust, of their election to include Registrable Securities in such registration statement. Within 60 days after the effective date of the notice from the Majority Investors, the Trust shall file a registration statement on such form as selected by the Trust seeking to register the Registrable Securities so requested to be registered by all Investors as provided above, and the Trust shall use commercially reasonable efforts to cause to become effective such registration statement, subject to the reasonable cooperation of the Investors participating as selling shareholders in such registration. Notwithstanding anything in this Section 2.2 to the contrary, if the managing underwriter of any public offering to be effected pursuant to this Section 2.2 shall inform the Majority Investors of its belief that the number of Registrable Securities requested by all Investors to be included in such registration would materially and adversely affect the underwritten public offering, then each Investor who has elected to participate as a selling shareholder in such registration as provided above shall include in such registration, that number of Registrable Securities obtained by multiplying the Maximum Offering by a fraction obtained by dividing (i) the number of the Registrable Securities that such Investor sought to include in such registration by (ii) the total number of securities proposed to be included in such registration by all Investors.