Demand Registration (i) At any time on or after the two-year period for which the Shelf Registration referred to in paragraph (a) of this Section 3 is terminated, any holder of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) may give written notice to the Company (x) of their intention to transfer all or part of the Registrable Securities held by them or obtained by conversion of Notes held by them and (y) requesting the registration of said Registrable Securities (a "Demand Registration"), and thereupon, the Company shall on no more than one occasion, as expeditiously as possible, (A) provide written notice to all holders of Registrable Securities who have not so requested registration, and allow such holders the opportunity to participate in such registration, and (B) use its best efforts to effect the registration of all such Registrable Securities under the Securities Act, such Registration Statement to become effective not later than three months from the date of such request under this paragraph (c)(i). Such Registration Statement shall remain effective until the first to occur of (A) the sale of all of the Registrable Securities registered under such Registration Statement or (B) the date one year following the date such Registration Statement was declared effective by the SEC. (ii) If, at any time prior to the effectiveness of the Registration Statement referred to in Section 3(a)(i), the holders of Registrable Securities holding in the aggregate a majority of the Registrable Securities subject to such registration, the Company shall promptly withdraw such Registration Statement prior to its effectiveness. Any holders of Registrable Securities holding Registrable Securities which represent at least 50% of the aggregate of all of the Registrable Securities (assuming conversion of all of the Notes held by such holders of Registrable Securities) shall have the opportunity to again request registration pursuant to Section 3(a)(i) upon reimbursement to the Company of all of the Company's out-of-pocket expenses incurred in connection with the preparation of such withdrawn Registration Statement, and, upon such reimbursement, the Company shall comply with any such request in accordance with Section 3(a)(i).
Demand Registration Withdrawal A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.