Demand Registrations (a) The Holder shall have the right (the "Demand Right") on (i) one occasion in July 1997 in respect of Xx. Xxxxxxxx X. Gould, Xx. Xxxxx X. Xxxxxxxx or Xx. Xxxxx X. Wolske or within 12 months of the date of exercise of any stock options in respect of Xx. Xxxxxxxx X. Klein and Xx. Xxxx X. Getty, in order to sell Registrable Shares to raise an amount equal to or less than the tax payable on the exercise of their stock options of the Company (the "Tax Demand Right"), and (ii) one occasion within 90 days following the date that Xx. Xxxxxxxx X. Gould, Xx. Xxxxx X. Xxxxxxxx, Xx. Xxxxx X. Wolske, Xx. Xxxxxxxx X. Klein or Xx. Xxxx X. Getty, as the case may be, ceases to be employed by the Company, to require the Company to file a registration statement under the Securities Act in respect of all of the Registrable Shares held by such Holder; PROVIDED, HOWEVER, that if such Holder is exercising such Demand Right together with any other Holder's demand right, then it may be exercised if the Registrable Shares and the other shares demanded by the other Holders shall exceed five percent of the outstanding Ordinary Shares of the Company. As promptly as practicable, but in no event later than 30 days after the Company receives a written request from such Holder demanding that the Company so register the number of Registrable Shares specified in such request, the Company shall file with the Commission and thereafter use its best efforts to cause to be declared effective promptly a registration statement (a "Demand Registration") providing for the registration of all Registrable Shares as such Holder shall have demanded be registered.
(b) Anything in this Agreement to the contrary notwithstanding, the Company shall be entitled to postpone and delay, for a reasonable period of time, not to exceed 45 days (the "Blackout Period"), the filing of any Demand Registration if (i) the Company is conducting or about to conduct an underwritten public offering of securities in which the Holder is entitled to join pursuant to Section 3.02 hereof, (ii) the Company is subject to an existing contractual obligation not to engage in a public offering, or (iii) the Company shall determine that any such filing or the offering of any Registrable Shares would (x) in the good faith judgment of the Board of Directors of the Company, impede, delay or otherwise interfere with any pending or contemplated financing, acquisition, corporate reorganization or other similar transaction involving the Company, (y) based upon advice from the Company's investment banker or financial advisor, adversely affect any pending or contemplated offering or sale of any class of securities by the Company, or (z) require disclosure of material nonpublic information which, if disclosed at such time, would be materially harmful to the interests of the Company and its shareholders; PROVIDED, HOWEVER, that the Blackout Period shall terminate upon the completion or abandonment of the relevant securities offering or sale, the termination or expiration of the existing contractual obligation to its underwriters not to engage in a public offering, the completion or abandonment of the relevant financing, acquisition, corporate reorganization or other similar transaction, such time as such Demand Registration shall no longer affect the relevant pending or contemplated offering of securities by the Company, or the public disclosure by the Company or public admission by the Company of such material nonpublic information or such time as such material nonpublic information shall be publicly disclosed without breach of the last sentence of this subsection (b), as the case may be. After the expiration of any Blackout Period and without any further request from a Holder, the Company shall effect the filing of the relevant Demand Registration and shall use its best efforts to cause any such Demand Registration to be declared effective as promptly as practicable unless such Holder shall have, prior to the effective date of such Demand Registration, withdrawn in writing its initial request, in which case such withdrawn request shall not constitute a Demand Registration for purposes of determining the number of Demand Registrations to which such Holder is entitled to hereunder.
(c) Except with respect to any request by a Holder for a Demand Registration which is subsequently withdrawn prior to such Demand Registration becoming due to (i) a material adverse change affecting the Company or capital markets generally, or (ii) a notification by the Company of an intention to file a registration statement with respect to the Class A Shares, such Holder shall share equally with the Company all expenses relating to the preparation of such withdrawn Demand Registration.
Piggy-Back Registrations If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the Company’s stock option or other employee benefit plans, then the Company shall deliver to each Holder a written notice of such determination and, if within fifteen days after the date of the delivery of such notice, any such Holder shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities such Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities pursuant to this Section 6(e) that are eligible for resale pursuant to Rule 144 (without volume restrictions or current public information requirements) promulgated by the Commission pursuant to the Securities Act or that are the subject of a then effective Registration Statement.
