Common use of Demand Shelf Registration Clause in Contracts

Demand Shelf Registration. (i) Subject to this Section 2, at any time that the Company is eligible to use Form S-3, upon the written request of the Holder, the Company shall use reasonable best efforts to file with the Commission following the receipt of such written request (the “Demand Notice”), two (2) registration statements with respect to the Registrable Shares under the Securities Act (the “Shelf Registration Statement”) for the offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Demand Shelf Registration”); provided that, the Company (i) shall only be obligated to use reasonable best efforts to file one (1) Shelf Registration Statement if the Holder has previously exercised its right to a Demand Registration once under Section 2(b) hereof and (ii) shall not be obligated to file any Shelf Registration Statement if the Holder has previously exercised its right to a Demand Registration twice under Section 2(b) hereof. If the Shelf Registration Statement is not automatically declared effective by the Commission or does not automatically become effective, the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable after the filing thereof. The Shelf Registration Statement shall be on an appropriate form and the registration statement and any form of prospectus included therein (or prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holder may from time to time notify the Company of. Upon receipt of the Demand Notice, the Company shall use reasonable best efforts to file with the Commission one (1) prospectus supplement for the offering to be made under a Shelf Registration Statement. Following the receipt by the Company of the Demand Notice, all of the Registrable Shares of the Holder shall be included in the Shelf Registration Statement without any further action unless a smaller number is requested or a dollar amount is registered. If not all of Holder’s Registrable Shares are included, Holder may submit subsequent Demand Notices (unless the reason the Holder’s Registrable Shares were not included was due to its Demand Notice requesting less than all of the Registrable Shares be registered). Other selling securityholders shall be afforded seven (7) days to decide to include Registrable Shares in proportion to the Registrable Shares of the Holder that are included. For the avoidance of doubt, the Company may include in any Shelf Registration Statement that it files pursuant to this Section 2(a) any securities of the Company held by a Person other than the Holder, provided that such securities would be Registrable Shares with respect to such other Person.

Demand Shelf Registration. (i) Subject to this Section 2, at any time that the Company is eligible to use Form S-3, upon the written request of the Holder, the Company shall use reasonable best efforts to file with the Commission following the receipt of such written request (the “Demand Notice”), two (2) one or more registration statements with respect to the Registrable Shares under the Securities Act (the “Shelf Registration Statement”) for the offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (the “Demand Shelf Registration”); provided that, the Company (i) shall only be obligated to use reasonable best efforts to file one (1) Shelf Registration Statement if the Holder has previously exercised its right to a Demand Registration once under Section 2(b) hereof and (ii) shall not be obligated to file any Shelf Registration Statement if the Holder has previously exercised its right to a Demand Registration twice under Section 2(b) hereof. If the Shelf Registration Statement is not automatically declared effective by the Commission or does not automatically become effective, the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable after the filing thereof. The Shelf Registration Statement shall be on an appropriate form and the registration statement and any form of prospectus included therein (or prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holder may from time to time notify the Company of. Upon receipt of the Demand Notice, the Company shall use reasonable best efforts to file with the Commission one (1) prospectus supplement for the offering to be made under a Shelf Registration Statement. Following the receipt by the Company of the Demand Notice, all of the Registrable Shares of the Holder shall be included in the Shelf Registration Statement without any further action unless a smaller number is requested or a dollar amount is registered. If not all of Holder’s Registrable Shares are included, Holder may submit subsequent Demand Notices (unless the reason the Holder’s Registrable Shares were not included was due to its Demand Notice requesting less than all of the Registrable Shares be registered)Notices. Other selling securityholders shall be afforded seven (7) days to decide to include Registrable Shares in proportion to the Registrable Shares of the Holder that are included. For the avoidance of doubt, the Company may include in any Shelf Registration Statement that it files pursuant to this Section 2(a) any securities of the Company held by a Person other than the Holder, provided that such securities would be Registrable Shares with respect to such other Person.

Demand Shelf Registration. (ia) Subject to this Section 22(f), at any from time that to time, on or prior to the Company 60th day (or, if such date is eligible not a Trading Day, the next Trading Day following such 60th day) (the "Filing Date") after the delivery to use Form S-3, upon the written request Xpedior by Holders of a majority in interest of the HolderRegistrable Securities of a notice (the "Demand Notice") demanding that Xpedior register such Holders' Registrable Securities, the Company Xpedior shall use reasonable best efforts to prepare and file with the Commission following the receipt SEC a "shelf" Registration Statement covering all or any portion of such written request (the “Demand Notice”), two (2) registration statements with respect to the Registrable Shares under the Securities Act (the “Shelf Registration Statement”) for the an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (Act; provided, however, that the “Holders may only deliver three Demand Shelf Registration”); provided that, the Company (i) shall only be obligated Notices pursuant to use reasonable best efforts to file one (this Section 1) Shelf . Such Registration Statement shall be on Form S-3 or, if Xpedior is not then eligible to register the Holder has previously exercised its right to a Demand Registration once under Section 2(b) hereof and (ii) shall not be obligated to file any Shelf Registrable Securities for resale on Form S-3, such Registration Statement if shall be on another appropriate form in accordance herewith, which form shall be reasonably acceptable to the Holder has previously exercised its right Holders. Subject to a Demand Registration twice under Section 2(b) hereof. If the Shelf Registration Statement is not automatically declared effective by the Commission or does not automatically become effective2(f), the Company Xpedior shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by under the Commission as soon as practicable Securities Act within 120 days after the filing thereof. The Shelf Registration Statement shall be on an appropriate form and the registration statement and any form of prospectus included therein (or prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holder may from time to time notify the Company of. Upon receipt delivery of the applicable Demand Notice, but in any event no later than the Company date which is the earlier of the fifth day after (i) Xpedior is advised by the SEC that the SEC has no additional comments to such Registration Statement, and (ii) Xpedior receives a "no review" notice from the SEC (or, if such date is not a Trading Day, the next Trading Day following such date) (in each case, the "Effectiveness Date"), and to keep such Registration Statement continuously effective under the Securities Act until the date which is two years after the applicable Effectiveness Date or such earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be sold without volume restrictions pursuant to Rule 144 under the Securities Act, as determined by counsel to Xpedior (in each case, the "Effectiveness Period"). If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Series B Preferred Stock is convertible exceeds the number of shares of Common Stock initially registered in respect of the Series B Preferred Stock, subject to Section 2(f) Xpedior shall use reasonable best efforts have 30 Trading Days to file with the Commission one (1) prospectus supplement for the offering to be made under a Shelf such additional Registration Statement. Following Once the receipt by the Company of the Demand Notice, all of the Registrable Shares of the Holder shall be included in the Shelf third Registration Statement without any further action unless a smaller number is requested or a dollar amount is registered. If not all of Holder’s Registrable Shares are included, Holder may submit subsequent Demand Notices (unless the reason the Holder’s Registrable Shares were not included was due to its Demand Notice requesting less than all of the Registrable Shares be registered). Other selling securityholders shall be afforded seven (7) days to decide to include Registrable Shares in proportion to the Registrable Shares of the Holder that are included. For the avoidance of doubt, the Company may include in any Shelf Registration Statement that it files filed pursuant to this Section 2(a1(a) any securities is declared effective by the SEC, the Holders of the Company held by a Person Series B Preferred Stock shall not have the right to make any additional demands for registration under this Section 1(a), other than demands to register additional shares of Common Stock in the Holder, provided that such securities would be Registrable Shares with respect to such other Personcircumstances set forth in the preceding sentence.

Demand Shelf Registration. (i) Subject to this Section 2, at any time that At the Company is eligible to use Form S-3, upon the written request of the Holders (for purposes of this Section 2.2, each of Sony and Xxxxxx shall be considered a "Holder") holding Registrable Securities having a Fair Market Value of not less than $10 million (collectively, the "Requesting Holders"), the Company shall use reasonable best efforts notify (such notice a "Shelf Notification") each Holder not a Requesting Holder of the Company's intention to prepare and file with the Commission following the receipt of such written request (the “Demand Notice”), two (2) registration statements with respect to the Registrable Shares under the Securities Act (the “Shelf a Registration Statement”) Statement for the an offering to be made on a delayed or a continuous basis pursuant to Rule 415 (or any appropriate similar rule that may be adopted by the Commission) under the Securities Act covering all or a portion of the Registrable Securities, and shall thereafter prepare and file such Registration Statement (the “"Demand Shelf Registration”); provided that", and each of the Demand Shelf Registration, the Company (i) shall only be obligated to use reasonable best efforts to file one (1) Noteholder Shelf Registration Statement and any other registration pursuant to Section 2.2(b), a "Shelf Registration"). Each Holder not a Requesting Holder shall notify the Company within ten (10) days of receipt of a Shelf Notification if the it intends to include Registrable Securities held by it in such Demand Shelf Registration; otherwise, such Holder has previously exercised its shall have no right to a include its Registrable Securities in such Demand Registration once under Section 2(b) hereof and (ii) shall not be obligated to file any Shelf Registration. Each Shelf Registration Statement if the Holder has previously exercised its right to a Demand Registration twice under Section 2(b) hereof. If the Shelf Registration Statement is not automatically declared effective by the Commission or does not automatically become effective, the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to be declared effective by the Commission as soon as practicable after the filing thereof. The Shelf Registration Statement shall be on an a Form S-3 or another appropriate form and (unless the registration statement and any form of prospectus included therein (or prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holder may from time to time notify the Company of. Upon receipt of the Demand Notice, the Company shall use reasonable best efforts to file with the Commission one (1) prospectus supplement for the offering to be made under a Shelf Registration Statement. Following the receipt by the Company of the Demand Notice, all Holders of the Registrable Shares Securities offered thereby reasonably request a specific form) permitting registration of such Registrable Securities for resale by the Holders in the manner or manners reasonably designated by them (including, without limitation, one or more underwritten offerings). For purposes of this Section 2.2, the term "Registrable Securities" shall include the shares of Class A Common Stock issued upon exercise of the Holder shall be included in the Shelf Registration Statement without any further action unless a smaller number is requested or a dollar amount is registered. If not all of Holder’s Registrable Shares are included, Holder may submit subsequent Demand Notices (unless the reason the Holder’s Registrable Shares were not included was due to its Demand Notice requesting less than all of the Registrable Shares be registered). Other selling securityholders shall be afforded seven (7) days to decide to include Registrable Shares in proportion to the Registrable Shares of the Holder that are included. For the avoidance of doubt, the Company may include in any Shelf Registration Statement that it files pursuant to this Section 2(a) any securities of the Company held by a Person other than the Holder, provided that such securities would be Registrable Shares with respect to such other PersonSony Warrant.

Demand Shelf Registration. (ia) Subject On or prior to this Section 2, at any time that the Company is eligible to use Form S-3, upon the written request of the HolderFiling Date, the Company shall use reasonable best efforts to prepare and file with the Commission following the receipt of such written request (the “Demand Notice”), two (2) registration statements with respect to the a "Shelf" Registration Statement covering all Registrable Shares under the Securities Act (the “Shelf Registration Statement”) for the an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act 415. The Registration Statement shall be on Form S-3 (the “Demand Shelf Registration”); provided that, or if the Company (i) shall only be obligated to use reasonable best efforts to file one (1) Shelf Registration Statement if the Holder has previously exercised its right to a Demand Registration once under Section 2(b) hereof and (ii) shall not be obligated to file any Shelf Registration Statement if the Holder has previously exercised its right to a Demand Registration twice under Section 2(b) hereof. If the Shelf Registration Statement is not automatically declared effective by then eligible to register the Commission or does not automatically become effectiveRegistrable Securities for resale on Form S-3, such registration shall be on another appropriate form in accordance herewith, which form shall be reasonably acceptable to the Holders). Subject to the last paragraph in Section 3 of this Agreement, the Company shall use its reasonable best efforts to cause such Shelf the Registration Statement to be declared effective by under the Commission Securities Act as soon promptly as practicable possible after the filing thereof. The Shelf , but in any event no later than the Effectiveness Date, and to keep such Registration Statement shall continuously effective under the Securities Act until the date which is three years after the Original Issue Date or such earlier date when all Registrable Securities covered by such Registration Statement have been sold or may be on an appropriate form and the registration statement and any form of prospectus included therein (or prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale sold without volume restrictions pursuant to Rule 144 as the Holder may from time determined by counsel to time notify the Company of(which may be counsel employed by the Company) (the "Effectiveness Period"). Upon receipt If an additional Registration Statement is required to be filed because the actual number of shares of Common Stock into which the Preferred Stock is convertible exceeds the number of shares of Common Stock initially registered in respect of the Demand NoticePreferred Stock, the Company shall use reasonable best efforts have 30 Business Days to file with the Commission one (1) prospectus supplement for the offering to be made under a Shelf such additional Registration Statement. Following the receipt by the Company of the Demand Notice, all of the Registrable Shares of the Holder shall be included in the Shelf Once a Registration Statement without any further action unless a smaller number is requested or a dollar amount is registered. If not all of Holder’s Registrable Shares are included, Holder may submit subsequent Demand Notices (unless the reason the Holder’s Registrable Shares were not included was due to its Demand Notice requesting less than all of the Registrable Shares be registered). Other selling securityholders shall be afforded seven (7) days to decide to include Registrable Shares in proportion to the Registrable Shares of the Holder that are included. For the avoidance of doubt, the Company may include in any Shelf Registration Statement that it files filed pursuant to this Section 2(a) any securities is declared effective by the Commission, the holders of the Company held by a Person Preferred Stock shall not have the right to make any additional demands for registration under this Section 2(a), other than demands to register additional shares of Common Stock in the Holder, provided that such securities would be Registrable Shares with respect to such other Personcircumstances set forth in the preceding sentence.

Demand Shelf Registration. The Company shall take all action necessary to facilitate its eligibility under U.S. Securities Laws to use a Shelf Registration Statement. Six (i6) Subject months following the date of this Agreement and subject to this Section 2the terms herein, at any time that holders of a majority of the Registrable Securities then outstanding (the “Majority Holders”) may by written notice to the Company is eligible to use Form S-3, upon the written request of the Holder, the Company shall use reasonable best efforts to file with the Commission following the receipt of such written request (the a “Demand Notice”), two (2) registration statements with respect request the Company to effect the Registration of all or part of the Registrable Shares under the Securities Act (the “Shelf Registration Statement”) for the offering to be made on owned by such Majority Holders and their respective Affiliates. Upon receipt of such a continuous basis pursuant to Rule 415 under the Securities Act (the “Demand Shelf Registration”); provided thatrequest, the Company (i) the Company shall only promptly (but in no event later than twenty (20) days following receipt thereof) deliver notice of such request to all other holders of Registrable Securities who shall then have twenty (20) days from the date such notice is given to notify the Company in writing of their desire to be obligated to use reasonable best efforts to file one (1) Shelf Registration Statement if the Holder has previously exercised its right to a Demand Registration once under Section 2(b) hereof included in such registration, and (ii) the Company shall not be obligated to file any Shelf Registration Statement if as soon as practicable, cause the Holder has previously exercised its right to a Registrable Securities specified in such Demand Registration twice under Section 2(b) hereof. If Notice and the Shelf Registration Statement is not automatically declared effective Registrable Securities held by the Commission or does not automatically become effectiveother holders of Registrable Securities who gave such notice to the Company, to be Registered and/or qualified for sale and distribution in such jurisdictions as the Majority Holders may reasonably request. The Company shall use its reasonable best efforts to cause such Shelf Registration Statement and/or qualification to be declared effective by the Commission complete as soon as practicable practicable, but in no event later than sixty (60) days, after the filing thereof. The Shelf Registration Statement shall be on an appropriate form and the registration statement and any form of prospectus included therein (or prospectus supplement relating thereto) shall reflect the plan of distribution or method of sale as the Holder may from time to time notify the Company of. Upon receipt of the Demand Notice, the . The Company shall use reasonable best efforts be obligated to file with effect no more than two (2) Registrations requested by the Majority Holders under this Section 2.1; provided that a Registration shall not be deemed to have been effected under this Section 2.1 unless (i) all Registrable Securities set forth in such Demand Notice are Registered in such Registration and (ii) the offering of Registrable Securities pursuant to such Shelf Registration is not subject to any stop order, injunction or other order or requirement of the Commission one (1) prospectus supplement for the offering to be made under a Shelf Registration Statement. Following the receipt by the Company other than any such stop order, injunction, or other requirement of the Demand Notice, all Commission prompted by act or omission of the Holders of a majority of the Registrable Shares Securities requested to be included therein). The Company shall not include in any Demand Registration any securities which are not Registrable Securities without the prior written consent of the Holder shall be included in the Shelf Registration Statement without any further action unless Holders of a smaller number is requested or a dollar amount is registered. If not all of Holder’s Registrable Shares are included, Holder may submit subsequent Demand Notices (unless the reason the Holder’s Registrable Shares were not included was due to its Demand Notice requesting less than all majority of the Registrable Shares Securities requested to be registered). Other selling securityholders shall be afforded seven (7) days to decide to include Registrable Shares in proportion to the Registrable Shares of the Holder that are included. For the avoidance of doubt, the Company may include in any Shelf Registration Statement that it files pursuant to this Section 2(a) any securities of the Company held by a Person other than the Holder, provided that such securities would be Registrable Shares with respect to such other Personincluded therein.