Common use of Effective Registration and Expenses Clause in Contracts

Effective Registration and Expenses. A registration will not count as a Demand Registration until it has become effective (unless (i) the Requesting Holders withdraw all their Registrable Shares, (ii) the Company has performed its obligations hereunder in all material respects and (iii) there has not been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company, in which case such demand will count as a Demand Registration unless the Requesting Holders pay all Registration Expenses, as hereinafter defined, in connection with such withdrawn registration); provided, that if, after it has become effective, an offering of Registrable Shares pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a Demand Registration. Subject to the following sentence, in the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holder, all Registration Expenses incurred in connection therewith shall be borne by that Holder and such withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Demand Registrations to which the Holders are entitled pursuant to Section 3.1.1(b). In the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holder, all Registration Expenses shall be borne by the Company if (i) the Company has not performed its obligations hereunder in all material respects or (ii) there has been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company; and in such case a withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Demand Registrations to which the Holders are entitled pursuant to Section 3.1.1(b).

Effective Registration and Expenses. A request for registration or an underwritten takedown will not count as a Demand Registration Request until it the registration statement has become effective or the Registrable Shares are sold to the underwriters, as applicable (unless (a) (i) the Requesting Holders withdraw all their shall have made a written request for a registration which is subsequently withdrawn by the Requesting Holders with respect to a number of Registrable SharesShares such that the number of Registrable Shares requested to be included in such registration statement or offering is less than a Registrable Amount, (ii) the Company has performed its obligations hereunder in all material respects and (iii) there has not been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company, or (b) such registration statement is not declared effective or such offering is not completed solely as a result of the failure of the Requesting Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC or the underwriters to purchase the Registrable Shares, in which case such demand request will count as a Demand Registration Request unless the Requesting Holders pay all Registration Expenses, as hereinafter defined, in connection with such withdrawn registration); provided, that if, after it has become effective, if a registration or an offering underwritten takedown of Registrable Shares pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the SEC or other governmental agency or court, then such registration or underwritten takedown will be deemed not to have been effected and will not count as a Demand RegistrationRequest unless such order, injunction or requirement shall have been imposed solely as a result of the actions of the Requesting Holders or the failure of the Requesting Holders to take all actions reasonably required in order to prevent such imposition, in which case such registration or underwritten takedown shall be counted as a Demand Request without regard to whether it is so interfered with. Subject to the following sentence, in the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holdera Holder and, as a result of such withdrawal (together with all other withdrawals by other Holders with respect to such Demand Request), there shall be less than a Registrable Amount for such registration or underwritten takedown, as applicable, all Registration Expenses incurred in connection therewith shall be borne by that Holder and the withdrawing Holders on a Pro Rata Basis and, if applicable, such withdrawn Demand Request shall not be counted as a Demand Registration Request in determining the number of Demand Registrations Requests to which the Holders are entitled pursuant to Section 3.1.1(b)2.1.1 hereof. In the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holdera Holder and, as a result of such withdrawal (together with all other withdrawals by other Holders with respect to such Demand Request), there shall be less than a Registrable Amount for such registration or underwritten takedown, as applicable, all Registration Expenses shall be borne by the Company if (ia) the Company has not performed its obligations hereunder in all material respects respects, or (iib) there has been any event, change or effect whichthat, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company; and in such case a withdrawn Demand Request shall not be counted as a Demand Registration Request in determining the number of Demand Registrations Requests to which the Holders are entitled pursuant to Section 3.1.1(b)2.1.1 hereof.

Effective Registration and Expenses. Upon receipt of a written ------------------------------------ request for a Demand Registration, the Company will (i) take appropriate action, on a reasonable, timely basis, to prepare and file a registration statement covering the Shares requested to be included in such Demand Registration (subject to Section 2(e) below) and (ii) use its best efforts to cause each Demand Registration to become effective under the Securities Act and thereafter to keep it effective wider the Securities Act for a period of 120 days (subject to extension pursuant to Section 5 hereof); provided, however, that no Demand --------- ------- Registration may become effective under the Securities Act until 180 days after the date of this Agreement. A registration will not count as a Demand Registration until it (i) unless a registration statement with respect thereto has become effective (unless (i) CVC and/or Xxxxxx withdraw the Requesting Holders withdraw all their Registrable Shares, (ii) the Company has performed its obligations hereunder in all material respects and (iii) there has not been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the CompanySecurities, in which case such demand will count as a Demand Registration unless the Requesting Holders CVC and/or Xxxxxx agree to pay all Registration Expenses, Expenses (as hereinafter defined)), in connection with such withdrawn registration); provided, that if, (ii) if after it has become effective, an offering of Registrable Shares pursuant to a such registration is interfered with by any stop order, injunction, injunction or other order or requirement of the SEC Commission or other governmental agency or courtcourt for any reason not attributable to CVC or Xxxxxx and has not thereafter become effective, or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of CVC and/or Xxxxxx. Except as set forth above, the Company will be deemed not to have been effected and will not count as a Demand Registration. Subject to the following sentence, in the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holder, pay all Registration Expenses incurred in connection therewith shall be borne by that Holder and such withdrawn Demand Request shall not be counted as a with any Demand Registration as set forth in determining Section 6, whether or not it becomes effective. If any Demand Registration is requested to be a "shelf" registration pursuant to Rule 415 (or any successor thereto) under the number Securities Act ("Shelf Registration") by the Majority Demanding Holder, the Company shall keep ------------------ the Registration Statement filed in respect thereof effective for a period of Demand Registrations up to 270 days from the date on which the Holders are entitled SEC declares such Registration Statement effective (subject to extension pursuant to Section 3.1.1(b). In the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holder, all Registration Expenses shall be borne by the Company if (i) the Company has not performed its obligations hereunder in all material respects or (ii) there has been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise5 hereof) or results of operations of the Company; and in such case a withdrawn Demand Request shall not be counted as a Demand shorter period that will terminate when all Registrable Securities covered by such Registration in determining the number of Demand Registrations to which the Holders are entitled Statement have been sold pursuant to Section 3.1.1(b)such Registration Statement.

Effective Registration and Expenses. A registration will not count as a Demand Registration until it has become effective (unless (i) the Requesting Holders withdraw all their Registrable Shares, (ii) the Company has performed its obligations hereunder in all material respects and (iii) there has not been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company, in which case such demand will count as a Demand Registration unless the Requesting Holders pay all Registration Expenses, as hereinafter defined, in connection with such withdrawn registration); provided, that if, after it has become effective, an offering of Registrable Shares pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a Demand Registration. Subject to the following sentence, in the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holder, all Registration Expenses incurred in connection therewith shall be borne by that Holder and such withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Demand Registrations to which the Holders are entitled pursuant to Section 3.1.1(b). In the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holder, all Registration Expenses shall be borne by the Company if (i) the Company has not performed its obligations hereunder in all material respects or (ii) there has been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company; and in such case a withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Demand Registrations to which the Holders are entitled pursuant to Section 3.1.1(b).. 3.1.3

Effective Registration and Expenses. A registration will not -------------------------------------- count as a Demand Registration until it has become effective (unless (i) (A) the Requesting Holders withdraw all their shall have made a written request for a registration which is subsequently withdrawn by the Requesting Holders with respect to a number of Registrable SharesSecurities such that the number of Registrable Securities requested to be included in such registration statement is less than a Registrable Amount after the Company has filed a registration statement with the SEC in connection therewith, (iiB) the Company has performed its obligations hereunder in all material respects and (iiiC) there has not been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company, or (ii) such registration statement is not declared effective solely as a result of the failure of the Requesting Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, in which case such demand will count as a Demand Registration unless the Requesting Holders pay all Registration Expenses, as hereinafter defined, in connection with such withdrawn registration); provided, that if, after it has become effective, an offering of Registrable Shares pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a Demand Registration, unless such order, injunction or requirement shall have been imposed solely as a result of the actions of the Requesting Holders or the failure of the Requesting Holders to take all actions reasonably required in order to prevent such imposition, in which case such registration shall be counted as a Demand Registration without regard to whether it is so interfered with . Subject to the following sentence, in the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holder, all Registration Expenses incurred in connection therewith shall be borne by that Holder and such withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Demand Registrations to which the Holders are entitled pursuant to Section 3.1.1(b2.1.1(b). In the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holder, all Registration Expenses shall be borne by the Company if (i) the Company has not performed its obligations hereunder in all material respects or (ii) there has been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company; and in such case a withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Demand Registrations to which the Holders are entitled pursuant to Section 3.1.1(b2.1.1(b).

Effective Registration and Expenses. Upon receipt of a written request for a Demand Registration, the Company will (i) take appropriate action, on a reasonable, timely basis, to prepare and file a registration statement covering the Shares requested to be included in such Demand Registration (subject to Section 2(c) below) and (ii) use its best efforts to cause each Demand Registration to become effective under the Securities Act and thereafter to keep it effective under the Securities Act for a period of 120 days (subject to extension pursuant to Section 5 hereof); PROVIDED, HOWEVER, that no Demand Registration may become effective under the Securities Act until 180 days after the date of this Agreement. A registration will not count as a Demand Registration until it (i) unless a registration statement with respect thereto has become effective (unless (i) CVC and/or Alonzo withdraw the Requesting Holders withdraw all their Registrable Shares, (ii) the Company has performed its obligations hereunder in all material respects and (iii) there has not been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the CompanySecurities, in which case such demand will demanx xxxx count as a Demand Registration unless the Requesting Holders CVC and/or Alonzo agree to pay all Registration Expenses, Expenses (as hereinafter defineddefinex)), in connection with such withdrawn registration); provided, that if, (ii) if after it has become effective, an offering of Registrable Shares pursuant to a such registration is interfered with by any stop order, injunction, injunction or other order or requirement of the SEC Commission or other governmental agency or courtcourt for any reason not attributable to CVC or Alonzo and has not thereafter become effective, or (iii) if the condxxxxxx to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than by reason of a failure on the part of CVC and/or Alonzo. Except as set forth above, the Company will pay all Registraxxxx Xxpenses in connection with any Demand Registration as set forth in Section 6, whether or not it becomes effective. If any Demand Registration is requested to be deemed not a "shelf" registration pursuant to have been effected and will not count as a Demand Registration. Subject to Rule 415 (or any successor thereto) under the following sentence, in Securities Act ("SHELF REGISTRATION") by the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Majority Demanding Holder, all the Company shall keep the Registration Expenses incurred Statement filed in connection therewith shall be borne by that Holder and such withdrawn Demand Request shall not be counted as respect thereof effective for a Demand Registration in determining period of up to 270 days from the number of Demand Registrations to date on which the Holders are entitled SEC declares such Registration Statement effective (subject to extension pursuant to Section 3.1.1(b). In the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holder, all Registration Expenses shall be borne by the Company if (i) the Company has not performed its obligations hereunder in all material respects or (ii) there has been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise5 hereof) or results of operations of the Company; and in such case a withdrawn Demand Request shall not be counted as a Demand shorter period that will terminate when all Registrable Securities covered by such Registration in determining the number of Demand Registrations to which the Holders are entitled Statement have been sold pursuant to Section 3.1.1(b)such Registration Statement.

Effective Registration and Expenses. A registration will not count as ----------------------------------- a Demand Registration or a Demand Shelf Registration until it has become effective (unless (i) prior to such effective time the Requesting Holders withdraw all their Registrable Shares, Securities for any reason other than (A) the inability or unreasonable delay of the Corporation in having such registration statement become effective or (B) the disclosure of material adverse information regarding the Corporation that was not known by such Requesting Holders at the time the request for such Demand Registration or Demand Shelf Registration was made and (ii) the Company has performed its obligations hereunder in all material respects and (iii) there has not been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company, in which case such demand will count as a Demand Registration unless the Requesting Holders elect not to pay all the Corporation's out- of-pocket Registration Expenses, as hereinafter defined, Expenses in connection with such withdrawn registration); provided, that if. If, after it such registration has become effectiveeffective but prior to the sale of all Registrable Securities covered thereby, an offering of Registrable Shares Securities pursuant to a registration is interfered with by any stop order, injunction, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a Demand Registration or Demand Shelf Registration. Subject Notwithstanding the foregoing if more than 25% of the Registrable Securities requested to the following sentence, in the event that a Demand Request is made be registered by a Group A Demand Holder that is subsequently withdrawn by that or Group B Demand Holder, all as the case may be, are excluded from such Demand Registration Expenses incurred in connection therewith shall be borne by that Holder and such withdrawn Demand Request shall not be counted as a result of the application of Section 2(d) below, the Group A Holders or Group B Holders, as the case may be, shall have the right to one additional Demand Registration in determining the number of Demand Registrations with respect to which the Holders are entitled pursuant to Section 3.1.1(b). In the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holder, all Registration Expenses shall be borne by the Company if (i) the Company has not performed its obligations hereunder in all material respects or (ii) there has been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company; and in such case a withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Demand Registrations to which the Holders are entitled pursuant to Section 3.1.1(b)their Registrable Securities.

Effective Registration and Expenses. A registration will not count as a Common Demand Registration until it has become effective (unless (a) (i) the Common Requesting Holders withdraw all their shall have made a written request for a registration which is subsequently withdrawn by the Common Requesting Holders with respect to a number of Common Registrable SharesShares such that the number of Common Registrable Shares requested to be included in such registration statement is less than a Common Registrable Amount after the Company has filed a registration statement with the SEC in connection therewith, (ii) the Company has performed its obligations hereunder in all material respects and (iii) there has not been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company, or (b) such registration statement is not declared effective solely as a result of the failure of the Common Requesting Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, in which case such demand will count as a Common Demand Registration unless the Common Requesting Holders pay all Registration Expenses, as hereinafter defined, in connection with such withdrawn registration); provided, that if, after it has become effective, an offering of Common Registrable Shares pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a Common Demand Registration, unless such order, injunction or requirement shall have been imposed solely as a result of the actions of the Common Requesting Holders or the failure of the Common Requesting Holders to take all actions reasonably required in order to prevent such imposition, in which case such registration shall be counted as a Common Demand Registration without regard to whether it is so interfered with. Subject to the following sentence, in the event that a Common Demand Request is made by a Holder that is subsequently withdrawn by that Holdera Common Demand Holder and, as a result of such withdrawal (together with all other withdrawals by other Holders with respect to such Common Demand Request), there shall be less than a Common Registrable Amount for such registration or underwritten takedown, as applicable, all Registration Expenses incurred in connection therewith shall be borne by that Holder and the withdrawing Holders on a Pro Rata Basis and, if applicable, such withdrawn Common Demand Request shall not be counted as a Common Demand Registration in determining the number of Common Demand Registrations to which the Holders are entitled pursuant to Section 3.1.1(b). 2.1.1(a)(i) hereof In the event that a Common Demand Request is made by a Holder that is subsequently withdrawn by that Holdera Holder and, as a result of such withdrawal (together with all other withdrawals by other Holders with respect to such Common Demand Request), there shall be less than a Common Registrable Amount for such registration or underwritten takedown, as applicable, all Registration Expenses shall be borne by the Company if (ia) the Company has not performed its obligations hereunder in all material respects or respects, (iib) there has been any event, change or effect whichthat, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the CompanyCompany or (c) in the event of a Common Demand Registration, the Company elects to convert such Common Demand Registration into a registration for its own account pursuant to Section 2.1.6 hereof; and in such case a withdrawn Common Demand Request shall not be counted as a Common Demand Registration in determining the number of Common Demand Registrations to which the Holders are entitled pursuant to Section 3.1.1(b)2.1.1(a)(i) hereof, if applicable.

Effective Registration and Expenses. A registration will not count as a Demand Registration until it has become effective (unless (i) (A) the Requesting Holders withdraw all their shall have made a written request for a registration which is subsequently withdrawn by the Requesting Holders with respect to a number of Registrable SharesSecurities such that the number of Registrable Securities requested to be included in such registration statement is less than a Registrable Amount after the Company has filed a registration statement with the SEC in connection therewith, (iiB) the Company has performed its obligations hereunder in all material respects and (iiiC) there has not been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company, or (ii) such registration statement is not declared effective solely as a result of the failure of the Requesting Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, in which case such demand will count as a Demand Registration unless the Requesting Holders pay all Registration Expenses, as hereinafter defined, in connection with such withdrawn registration); provided, that if, after it has become effective, an offering of Registrable Shares pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a Demand Registration. Subject , unless such order, injunction or requirement shall have been imposed solely as a result of the actions of the Requesting Holders or the failure of the Requesting Holders to the following sentencetake all actions reasonably required in order to prevent such imposition, in the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holder, all Registration Expenses incurred in connection therewith which case such registration shall be borne by that Holder and such withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Demand Registrations to which the Holders are entitled pursuant to Section 3.1.1(b). In the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holder, all Registration Expenses shall be borne by the Company if (i) the Company has not performed its obligations hereunder in all material respects or (ii) there has been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company; and in such case a withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Demand Registrations to which the Holders are entitled pursuant to Section 3.1.1(b).without regard

Effective Registration and Expenses. A registration will not ----------------------------------- count as a Demand Registration until it has become effective (unless (i) (A) the Requesting Holders withdraw all their shall have made a written request for a registration which is subsequently withdrawn by the Requesting Holders with respect to a number of Registrable SharesSecurities such that the number of Registrable Securities requested to be included in such registration statement is less than a Registrable Amount after the Company has filed a registration statement with the SEC in connection therewith, (iiB) the Company has performed its obligations hereunder in all material respects and (iiiC) there has not been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company, or (ii) such registration statement is not declared effective solely as a result of the failure of the Requesting Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, in which case such demand will count as a Demand Registration unless the Requesting Holders pay all Registration Expenses, as hereinafter defined, in connection with such withdrawn registration); provided, that if, after it has become effective, an offering of Registrable Shares pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a Demand Registration, unless such order, injunction or requirement shall have been imposed solely as a result of the actions of the Requesting Holders or the failure of the Requesting Holders to take all actions reasonably required in order to prevent such imposition, in which case such registration shall be counted as a Demand Registration without regard to whether it is so interfered with . Subject to the following sentence, in the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holder, all Registration Expenses incurred in connection therewith shall be borne by that Holder and such withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Demand Registrations to which the Holders are entitled pursuant to Section 3.1.1(b2.1.1(b). In the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holder, all Registration Expenses shall be borne by the Company if (i) the Company has not performed its obligations hereunder in all material respects or (ii) there has been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company; and in such case a withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Demand Registrations to which the Holders are entitled pursuant to Section 3.1.1(b2.1.1(b).

Effective Registration and Expenses. A registration will not count as a Demand Registration until it has become effective (unless (i) the Requesting Holders withdraw all their Registrable Shares, (ii) the Company has performed its obligations hereunder in all material respects and (iii) there has not been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the CompanyDemand Request, in which case such demand will count as a Demand Registration unless (i) the Requesting Holders pay all Registration Expenses, as hereinafter defined, Expenses in connection with such withdrawn registration, (ii) during the registration process material adverse information regarding the Company is disclosed that was not known by such Requesting Holders at the time the request for such Demand Registration was made or (iii) the Company has not complied in all material respects with its obligations hereunder required to have been taken prior to such withdrawal); provided, provided that if, after it has become effective, an offering of Registrable Shares Securities pursuant to a registration is interfered with by any stop order, injunction, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a Demand Registration. Subject to Notwithstanding the following sentenceforegoing, if, in connection with the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holderthe Non-Sponsor Demand Holders only, all Registration Expenses incurred in connection therewith shall be borne by that Holder and such withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Registrable Securities of such Non-Sponsor Demand Registrations Holders included in such registration after giving effect to which the Holders are entitled provisions of paragraph (d) below is less than 75% of the Non-Sponsor Registrable Securities requested to be included in such registration pursuant to Section 3.1.1(b). In such Demand Request, such Non-Sponsor Demand Holders shall be entitled to make one additional Demand Request, in which case the event dollar limitations set forth in paragraph (a) above shall be waived; provided that a any Non-Sponsor Demand Holders who elected to opt out of the first Demand Request is made by a Holder that is subsequently withdrawn by that Holder, all Registration Expenses the Non-Sponsor Demand Holders shall be borne by the Company if (i) the Company has not performed its obligations hereunder entitled to participate in all material respects or (ii) there has been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company; and in such case a withdrawn additional Demand Request shall not be counted as a hereby granted to the Non-Sponsor Demand Registration in determining the number of Demand Registrations to which the Holders are entitled pursuant to Section 3.1.1(b)Holders.

Effective Registration and Expenses. Upon receipt of a written request for a Demand Registration, the Company will (i) take appropriate action, on a reasonable, timely basis, to prepare and file a registration statement covering the Shares requested to be included in such Demand Registration (subject to Section 2(d) below) and (ii) use its commercially reasonable efforts to cause such registration statement to become effective under the Securities Act and thereafter to keep it effective under the Securities Act for a period of 90 days (subject to extension pursuant to Section 5 hereof) or such shorter period as necessary to permit the disposition of the Registrable Securities included therein pursuant to the intended method of disposition. A registration will not count as a Demand Registration until it has become effective (unless (i) unless a registration statement with respect thereto has become effective, provided that if the Requesting Holders withdraw all their shares of Registrable Shares, (ii) the Company has performed its obligations hereunder in all material respects and (iii) there has not been any event, change or effect which, individually or Securities requested to be included in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company, in which case Demand Registration such demand will shall count as a Demand Registration unless the Requesting Holders agree to pay all Registration ExpensesExpenses (other than registration and filing fees for any securities other than the Registrable Securities requested by Holders to be included in the Demand Registration), as hereinafter defined, in connection with such withdrawn registration); provided, that (ii) if, after it has become effectiveeffective and prior to the expiration of the effective period referred to above, an offering of Registrable Shares pursuant to a such registration is interfered with by any stop order, injunction, injunction or other order or requirement of the SEC Commission or other governmental agency or courtcourt for any reason not attributable to the Holders and has not thereafter become effective or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration will be deemed are not to have been effected satisfied or waived, other than by reason of a failure on the part of the Holders. Except as set forth above, the Company and will not count as the Holders whose Registrable Securities are included in a Demand Registration. Subject to the following sentence, in the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holder, Registration will pay all Registration Expenses incurred in connection therewith shall be borne by that Holder and such withdrawn Demand Request shall not be counted as a with any Demand Registration as set forth in determining the number of Demand Registrations to which the Holders are entitled pursuant to Section 3.1.1(b). In the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holder6, all Registration Expenses shall be borne by the Company if (i) the Company has whether or not performed its obligations hereunder in all material respects or (ii) there has been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company; and in such case a withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Demand Registrations to which the Holders are entitled pursuant to Section 3.1.1(b)it becomes effective.

Effective Registration and Expenses. A registration will not count as a Demand Registration until it has become effective (unless (a) (i) the Requesting Controlling Holders withdraw all their shall have made a written request for a registration that is subsequently withdrawn with respect to a number of Registrable SharesSecurities such that the number of Registrable Securities requested to be included in such registration statement by Participating Holders is less than the applicable Registrable Amount after the Registrant has filed a registration statement with the SEC in connection therewith, (ii) the Company Registrant has performed its obligations hereunder in all material respects and (iii) there has not been any eventMaterial Adverse Business Effect, change or effect which, individually or (b) such registration statement is not declared effective solely as a result of the failure of the Holders to take all actions reasonably required in the aggregate, has had or would be reasonably likely order to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of registration and the Companyrelated registration statement declared effective by the SEC, in which case such demand will count as a Demand Registration unless the Requesting Participating Holders pay all Registration Expenses, as hereinafter defined, in connection with such withdrawn registration); provided, that ifthat, if after it has become effective, an offering of Registrable Shares Securities pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a Demand Registration. Subject , unless such order, injunction or requirement shall have been imposed solely as a result of the actions of the Participating Holders or the failure of the Participating Holders to the following sentencetake all actions reasonably required in order to prevent such imposition, in the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holder, all Registration Expenses incurred in connection therewith which case such registration shall be borne by that Holder and such withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Demand Registrations without regard to which the Holders are entitled pursuant to Section 3.1.1(b). In the event that a Demand Request whether it is made by a Holder that is subsequently withdrawn by that Holder, all Registration Expenses shall be borne by the Company if (i) the Company has not performed its obligations hereunder in all material respects or (ii) there has been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company; and in such case a withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Demand Registrations to which the Holders are entitled pursuant to Section 3.1.1(b)so interfered with.

Effective Registration and Expenses. A registration will not count as a Demand Registration until it has become effective (unless (i) (A) the Requesting Holders withdraw all their shall have made a written request for a registration which is subsequently withdrawn by the Requesting Holders with respect to a number of Registrable SharesInterests such that the aggregate Registrable Interests requested to be included in such registration statement is less than a Registrable Amount after the Partnership has filed a registration statement with the SEC in connection therewith, (iiB) the Company Partnership has performed its obligations hereunder in all material respects and (iiiC) there has not been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the CompanyPartnership, or (ii) such registration statement is not declared effective solely as a result of the failure of the Requesting Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, in which case such demand will count as a Demand Registration unless the Requesting Holders pay all Registration Expenses, as hereinafter defined, in connection with such withdrawn registration); provided, that if, after it has become effective, an offering of Registrable Shares Interests pursuant to a registration is interfered with by any stop order, injunction, or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a Demand Registration, unless such order, injunction or requirement shall have been imposed solely as a result of the actions of the Requesting Holders or the failure of the Requesting Holders to take all actions reasonably required in order to prevent such imposition, in which case such registration shall be counted as a Demand Registration without regard to whether it is so interfered with. Subject to the following sentence, in the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holder, all Registration Expenses incurred in connection therewith shall be borne by that Holder and such withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Demand Registrations to which the Holders are entitled pursuant to Section 3.1.1(b12.1.1(b). In the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holder, all Registration Expenses shall be borne by the Company Partnership if (i) the Company Partnership has not performed its obligations hereunder in all material respects or (ii) there has been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the CompanyPartnership; and in such case a withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Demand Registrations to which the Holders are entitled pursuant to Section 3.1.1(b12.1.1(b).

Effective Registration and Expenses. A registration will not count as a Demand Registration until it has become effective (unless (i) the Requesting Holders withdraw all their Registrable Shares, (ii) the Company has performed its obligations hereunder in all material respects and (iii) there has not been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the CompanyDemand Request, in which case such demand will count as a Demand Registration unless (i) the Requesting Holders pay all Registration Expenses, as hereinafter defined, Expenses in connection with such withdrawn registration, (ii) during the registration process material adverse information regarding the Company is disclosed that was not known by such Requesting Holders at the time the request for such Demand Registration was made or (iii) the Company has not complied in all material respects with its obligations hereunder required to have been taken prior to such withdrawal); provided, provided that if, after it has become effective, an offering of Registrable Shares Securities pursuant to a registration is interfered with by any stop order, injunction, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected and will not count as a Demand Registration. Subject to Notwithstanding the following sentenceforegoing, if, in connection with the event that a Demand Request is made by a Holder that is subsequently withdrawn by that Holderthe Non-SCF Demand Holders only, all Registration Expenses incurred in connection therewith shall be borne by that Holder and such withdrawn Demand Request shall not be counted as a Demand Registration in determining the number of Registrable Securities of such Non-SCF Demand Registrations Holders included in such registration after giving effect to which the Holders are entitled provisions of paragraph (d) below is less than 70% of the Non-SCF Registrable Securities requested to be included in such registration pursuant to Section 3.1.1(b). In such Demand Request, such Non-SCF Demand Holders shall be entitled to make one additional Demand Request, in which case the event dollar limitations set forth in paragraph (a) above shall be waived; provided that a any Non-SCF Demand Holders who elected to opt out of the first Demand Request is made by a Holder that is subsequently withdrawn by that Holder, all Registration Expenses the Non-SCF Demand Holders shall be borne by the Company if (i) the Company has not performed its obligations hereunder entitled to participate in all material respects or (ii) there has been any event, change or effect which, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the business, operations, prospects, assets, condition (financial or otherwise) or results of operations of the Company; and in such case a withdrawn additional Demand Request shall not be counted as a hereby granted to the Non-SCF Demand Registration in determining the number of Demand Registrations to which the Holders are entitled pursuant to Section 3.1.1(b)Holders.