Common use of Filing; Effectiveness Clause in Contracts

Filing; Effectiveness. If on any one (1) occasion after October 1, 1996, one or more Holders holding an aggregate of at least 9,000 Registrable Securities shall notify DAKA in writing that they intend to offer or cause to be offered for public resale all or any portion of their Registrable Securities, DAKA will notify all of the Holders of Registrable Securities of its receipt of such notification and upon the written request of any such Holder delivered to DAKA within 15 days after receipt from DAKA of such notification, DAKA shall use reasonable efforts to prepare and file a registration statement on Form S-3 (the "Resale Registration Statement") under the Securities Act covering the resale by such Holders of their Registrable Securities pursuant to Rule 415 under the Securities Act from time to time in transactions not involving any underwritten public offering and use reasonable efforts (i) tocause such Resale Registration Statement to be declared effective by the Commission for such Registrable Securities as soon as practicable thereafter and (ii) to keep the Resale Registration Statement continuously effective until the earliest of (x) the date on which such Holders no longer hold any Registrable Securities registered under the Resale Registration Statement or (y) the second anniversary of the Closing Date; provided, however, that (A) upon the request of one or more Holders holding an aggregate of at least 9,000 Registrable Securities received prior to October 1, 1996, DAKA will proceed promptly and in good faith to prepare the Resale Registration Statement, even if DAKA is not required to file it with the Commission until October 1, 1996, so as to avoid a delay past October 1, 1996 in making such filing and (B) if DAKA prior to October 1, 1996 files any registration statement with the Commission under the Securities Act (other than on Form S-4 or a similar form relating to business combinations or exchanges or Form S-8 or a similar form relating to any employee benefit plan), then DAKA shall give the Holders notice thereof and the Holders may demand registration pursuant to this Section 8.02 immediately after such filing. DAKA shall not be required to cause a registration statement requested pursuant to this Section 8.02 to become effective prior to 90 days following the effective date of a registration statement initiated by DAKA if any managing underwriter named in such registration statement has advised DAKA in writing that the registration or sale of additional securities by stockholders of DAKA within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; provided, however, that DAKA shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 8.02 has been made prior to the expiration of such 90-day period. DAKA may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if DAKA has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and DAKA determines reasonably and in good faith that such disclosure would have a material adverse effect on DAKA; provided, however, that DAKA shall (A) use reasonable efforts to disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and (B) may so postpone such filing only if all other persons who are named as selling securityholders under then effective registration statements filed by DAKA with the Commission and all directors of DAKA are advised of the fact that a material transaction or other matter is not being disclosed during the length of such postponement and of the consequences of such nondisclosure under the Securities Act and the Exchange Act.

Filing; Effectiveness. If on At any one (1) occasion time after October 1such time as the Company has completed a public offering of its securities under the Securities Act, 1996subject to the conditions set forth in this Agreement, one any Holder or more Holders holding of an aggregate of at least 9,000 not less than thirty-five percent (35%) of the then outstanding Warrants and Registrable Securities shall notify DAKA in writing Shares as a whole may request that they intend to offer the Company effect the registration of any or cause to be offered for public resale all or any portion of their Registrable Securities, DAKA will notify all of the Holders Registrable Shares having an aggregate proposed offering price of not less than $500,000 in accordance with the terms hereof (such requests shall be in writing and shall state the number of Registrable Securities Shares to be disposed of its and the intended method of disposition of such shares by such Holder or Holders). Upon receipt of such notification a request, the Company shall promptly give notice to all Holders of the receipt of the request for registration pursuant to this Section 2(a), shall provide a reasonable opportunity for such Holders to participate in the registration and upon shall include therein the written number of Registrable Shares which such Holders elect, it being understood that the Holder or Holders who initially request registration and all Holders who subsequently elect to participate shall have the same right to have Registrable Shares included therein. The Company shall use its best efforts to effect such a registration as soon as practicable and in any event shall file within 60 days of any such Holder delivered to DAKA within 15 days after the receipt from DAKA of such notification, DAKA shall use reasonable efforts to prepare and file a request (the "Target Filing Date") a registration statement on Form S-3 (the "Resale Demand Registration Statement") under the Securities Act covering the resale by such Holders of their Registrable Securities pursuant to Rule 415 under the Securities Act from time to time in transactions not involving any underwritten public offering Shares and use reasonable its best efforts to cause such Demand Registration Statement (i) tocause such Resale Registration Statement to be declared effective by the Commission for such Registrable Securities Shares as soon as practicable thereafter (the "Target Effective Date") and (ii) to keep the Resale Demand Registration Statement continuously effective until the earliest of (x) the date on which such Holders Holder no longer hold holds any Registrable Securities Shares registered under the Resale Demand Registration Statement or (y) twelve months following the second anniversary of date upon which such Demand Registration Statement first became effective (such period, the Closing Date; provided, however, that (A) upon the request of one or more Holders holding an aggregate of at least 9,000 Registrable Securities received prior to October 1, 1996, DAKA will proceed promptly and in good faith to prepare the Resale Registration Statement, even if DAKA is not required to file it with the Commission until October 1, 1996, so as to avoid a delay past October 1, 1996 in making such filing and (B) if DAKA prior to October 1, 1996 files any registration statement with the Commission under the Securities Act (other than on Form S-4 or a similar form relating to business combinations or exchanges or Form S-8 or a similar form relating to any employee benefit plan"Target Effective Period"), then DAKA shall give the Holders notice thereof and the Holders may demand registration pursuant to this Section 8.02 immediately after such filing. DAKA The Company shall not be required to cause a registration statement requested file and effect more than two (2) Demand Registration Statements pursuant to this Section 8.02 2(a). The Company further agrees, if necessary, to become effective supplement or amend the Demand Registration Statement, as required by the registration form used by the Company for such Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or as requested (which request shall result in the filing of a supplement or amendment) by any Holder of Registrable Shares to which such Demand Registration Statement relates (but only to the extent that such request by such Holder relates to information with respect to such Holder), and the Company agrees to furnish to the Holders, Holders' Counsel and any managing underwriter copies of any such supplement or amendment prior to 90 days following its being used and/or filed with the Commission. The Holders shall be permitted to withdraw all or any part of the Registrable Shares from a Demand Registration Statement (i) at any time prior to the effective date of a registration statement initiated by DAKA if any managing underwriter named such Demand Registration Statement and (ii) in such registration statement has advised DAKA in writing the event that on or after the registration or sale of additional securities by stockholders of DAKA within such 90-day period would have a material adverse effect on the likelihood of success effective date of such underwritten offering; provided, however, that DAKA shall use its best efforts Demand Registration Statement the Holders receive a Lock-up Request and one or more Holders elect to achieve such effectiveness promptly following such 90exercise their "piggy-day period if the request back" registration rights pursuant to this Section 8.02 has been made prior to the expiration of such 90-day period. DAKA may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if DAKA has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and DAKA determines reasonably and in good faith that such disclosure would have a material adverse effect on DAKA; provided, however, that DAKA shall (A) use reasonable efforts to disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and (B) may so postpone such filing only if all other persons who are named as selling securityholders under then effective registration statements filed by DAKA with the Commission and all directors of DAKA are advised of the fact that a material transaction or other matter is not being disclosed during the length of such postponement and of the consequences of such nondisclosure under the Securities Act and the Exchange Act3 hereof.

Filing; Effectiveness. If on any one (1) occasion after October 1, 1996, one or more Holders holding an aggregate of at least 9,000 Registrable Securities shall notify DAKA in writing that they intend Prior to offer or cause to be offered for public resale all or any portion of their Registrable Securities, DAKA will notify all of the Holders of Registrable Securities of its receipt of such notification and upon the written request of any such Holder delivered to DAKA within 15 days after receipt from DAKA of such notification, DAKA shall use reasonable efforts to prepare and file a registration statement on Form S-3 (the "Resale Registration Statement") under the Securities Act covering the resale by such Holders of their Registrable Securities pursuant to Rule 415 under the Securities Act from time to time in transactions not involving any underwritten public offering and use reasonable efforts (i) tocause such Resale the thirtieth (30th) day following the determination that the Company is unable to cause the Primary Shelf Registration Statement to be declared effective by the Commission for or to keep such Registrable Securities Primary Shelf Registration Statement (or successor Primary Shelf Registration Statements) effective until such time as soon as practicable thereafter all of the Stock Rights have been terminated and the Holders have no further right to receive any shares of Common Stock and/or Preferred Stock under the terms of any of the Stock Rights, or (ii) the tenth (10th) day following the Company's issuance of any shares of Common Stock or Preferred Stock pursuant to keep the Resale Registration Statement continuously effective until the earliest of (x) the date on which such Holders no longer hold any Registrable Securities registered under the Resale Stock Rights in a transaction not covered by a Primary Shelf Registration Statement or a determination that a Holder is an Affiliate of the Company (ybut in no event earlier than the fourteenth (14th) day preceding the second first anniversary of the Closing Date; provideddate of the Stock Purchase Option Agreement) (each, however, that (Aa "RESALE REQUIRED FILING DATE") upon the request of one or more Holders holding an aggregate of at least 9,000 Registrable Securities received prior to October 1, 1996, DAKA will proceed promptly Company shall prepare and in good faith to prepare the Resale Registration Statement, even if DAKA is not required to file it with the Commission until October 1, 1996, so as to avoid a delay past October 1, 1996 in making such filing and (B) if DAKA prior to October 1, 1996 files any "resale shelf" registration statement with (the Commission "RESALE SHELF REGISTRATION STATEMENT") on the appropriate form for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act (other than on Form S-4 or a any successor rule or similar form relating to business combinations or exchanges or Form S-8 or a similar form relating to any employee benefit plan), provision then DAKA shall give in effect) covering the resale by the Holders notice thereof and of the Holders may demand registration Registrable Securities. It is the parties' intent that pursuant to this Section 8.02 immediately after 3(a) the Holders of the Securities shall at all times until the expiration of the Target Effective Period, subject to the Suspension Events, have in effect a Registration Statement covering resales of any Registrable Securities held by the Holders if and to the extent the resale of any such filingRegistrable Securities would be limited by the volume limitations under Rule 144 or otherwise. DAKA The initial Resale Shelf Registration Statement prepared pursuant hereto shall register for resale by the Holders a good faith estimate of the maximum number of Registrable Securities that may from time to time be issuable pursuant to any of the Stock Rights, which shall not be required less than at least (i) that number of shares of Common Stock equal to cause the product of (x) three (3) and (y) the quotient obtained by dividing (A) $50,000,000 by (B) the Option Exercise Price; and (ii) that number of shares of Preferred Stock determined by dividing (x) the number of shares of Common Stock being registered pursuant to clause (i) of this sentence, by (y) the Conversion Multiple. The Company shall use commercially reasonable efforts to have the Resale Shelf Registration Statement declared effective on or before the Resale Target Effective Date and to keep such Resale Shelf Registration Statement (or in the event such initial Resale Shelf Registration Statement is withdrawn or terminated for any reason, to keep a registration statement requested successor Resale Shelf Registration Statement) continuously effective for the Target Effective Period. Any Holder shall be permitted to withdraw all or any part of the Registrable Securities from a Resale Shelf Registration Statement at any time prior to the effective date of such Shelf Registration Statement, but the Company shall be under no further obligation to register such Securities pursuant to this Section 8.02 to become effective prior to 90 days following the effective date of a registration statement initiated by DAKA if any managing underwriter named in such registration statement has advised DAKA in writing that the registration or sale of additional securities by stockholders of DAKA within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; provided, however, that DAKA shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 8.02 has been made prior to the expiration of such 90-day period. DAKA may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if DAKA has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and DAKA determines reasonably and in good faith that such disclosure would have a material adverse effect on DAKA; provided, however, that DAKA shall (A) use reasonable efforts to disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and (B) may so postpone such filing only if all other persons who are named as selling securityholders under then effective registration statements filed by DAKA with the Commission and all directors of DAKA are advised of the fact that a material transaction or other matter is not being disclosed during the length of such postponement and of the consequences of such nondisclosure under the Securities Act and the Exchange Act3.

Filing; Effectiveness. If on any one (1) occasion after October 1, 1996, one or more Holders holding an aggregate of at least 9,000 Registrable Securities shall notify DAKA in writing that they intend to offer or cause to be offered for public resale all or any portion of their Registrable Securities, DAKA will notify all of the Holders of Registrable Securities of its receipt of such notification and upon the written request of any such Holder delivered to DAKA within 15 days after receipt from DAKA of such notification, DAKA shall use reasonable efforts to prepare and file a registration statement on Form S-3 (the "Resale Registration Statement") under the Securities Act covering the resale by such Holders of their Registrable Securities pursuant to Rule 415 under the Securities Act from time to time in transactions not involving any underwritten public offering and use reasonable efforts (i) tocause to cause such Resale Registration Statement to be declared effective by the Commission for such Registrable Securities as soon as practicable thereafter and (ii) to keep the Resale Registration Statement continuously effective until the earliest of (x) the date on which such Holders no longer hold any Registrable Securities registered under the Resale Registration Statement or (y) the second anniversary of the Closing Date; provided, however, that (A) upon the request of one or more Holders holding an aggregate of at least 9,000 Registrable Securities received prior to October 1, 1996, DAKA will proceed promptly and in good faith to prepare the Resale Registration Statement, even if DAKA is not required to file it with the Commission until October 1, 1996, so as to avoid a delay past October 1, 1996 in making such filing and (B) if DAKA prior to October 1, 1996 files any registration statement with the Commission under the Securities Act (other than on Form S-4 or a similar form relating to business combinations or exchanges or Form S-8 or a similar form relating to any employee benefit plan), then DAKA shall give the Holders notice thereof and the Holders may demand registration pursuant to this Section 8.02 immediately after such filing. DAKA shall not be required to cause a registration statement requested pursuant to this Section 8.02 to become effective prior to 90 days following the effective date of a registration statement initiated by DAKA if any managing underwriter named in such registration statement has advised DAKA in writing that the registration or sale of additional securities by stockholders of DAKA within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; provided, however, that DAKA shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 8.02 has been made prior to the expiration of such 90-day period. DAKA may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if DAKA has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and DAKA determines reasonably and in good faith that such disclosure would have a material adverse effect on DAKA; provided, however, that DAKA shall (A) use reasonable efforts to disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and (B) may so postpone such filing only if all other persons who are named as selling securityholders under then effective registration statements filed by DAKA with the Commission and all directors of DAKA are advised of the fact that a material transaction or other matter is not being disclosed during the length of such postponement and of the consequences of such nondisclosure under the Securities Act and the Exchange Act.

Filing; Effectiveness. If on any one (1) occasion after October 1, 1996occasion, one or more Holders holding an aggregate of at least 9,000 Registrable Securities shall notify DAKA the Company in writing that they intend to offer or cause to be offered for public resale all or any portion of their Registrable Securities, DAKA the Company will notify all of the Holders of Registrable Securities of its receipt of such notification and upon the written request of any such Holder delivered to DAKA within 15 will as soon as practicable, but not later than 120 days after receipt from DAKA the Company of such notification, DAKA shall use reasonable efforts to prepare and file a registration statement with the Commission under the Securities Act on Form S-3 (the "Resale Registration Statement") under ), or on such other form as may be available and for which the Securities Act Company is eligible, in the event it is not eligible to use Form S-3, covering the resale by such Holders of their Registrable Securities pursuant to Rule 415 under the Securities Act from time to time in transactions not involving any underwritten public offering and use reasonable its best efforts (i) tocause to cause such Resale Registration Statement to be declared effective by the Commission for such Registrable Securities as soon as practicable thereafter and (ii) to keep the Resale Registration Statement continuously effective until the earliest of (x) the date on which such Holders no longer hold any Registrable Securities registered under the Resale Registration Statement or Statement, (y) the second anniversary of the Closing Date; provided, however, that or (Az) upon the request of date on which the Shares subject to one or more Holders holding an aggregate of at least 9,000 Registrable Securities received prior Registration Statements could be sold pursuant to October 1, 1996, DAKA will proceed promptly and in good faith to prepare Rule 144(k). In the Resale Registration Statement, even if DAKA is event the Company does not required to file it with the Commission until October 1, 1996, so as to avoid a delay past October 1, 1996 in making such filing and (B) if DAKA prior to October 1, 1996 files any registration statement with within 120 days after receipt of the Commission under notice referred to above, the Securities Act (other than on Form S-4 or a similar form relating to business combinations or exchanges or Form S-8 or a similar form relating to any employee benefit plan), then DAKA shall give the Holders notice thereof and the Holders Holder may demand registration pursuant in writing and without further compensation to this Section 8.02 immediately after such filingthe Company, that the Company issue additional shares to the Holder equal to ten (10) percent of the amount of shares purchased by the Holder. DAKA Such demand shall be made not later than the second anniversary of the Closing Date. The Company shall not be required to cause a registration statement requested pursuant to this Section 8.02 4(b) to become effective prior to 90 days following the effective date of a registration statement initiated by DAKA the Company if any managing underwriter named in such registration statement has advised DAKA the Company in writing that the registration or sale of additional securities by stockholders Stockholders of DAKA the Company within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; provided, however, that DAKA the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 8.02 4(b) has been made prior to the expiration of such 90-day period. DAKA The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if DAKA the Company has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and DAKA the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on DAKAthe Company; provided, however, that DAKA the Company shall (A) use reasonable efforts to disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and (B) may so postpone such filing only if all other persons who are named as selling securityholders under then effective registration statements filed by DAKA the Company with the Commission and all directors of DAKA the Company are advised of the fact that a material transaction or other matter is not being disclosed during the length of such postponement and of the consequences of such nondisclosure under the Securities Act and the Exchange Act.

Filing; Effectiveness. If on any one (1) occasion after October 1If, 1996, one or more Holders holding an aggregate of at least 9,000 Registrable Securities shall notify DAKA in writing that they intend to offer or cause to be offered for public resale all or any portion of their Registrable Securities, DAKA will notify all as of the Holders of Registrable Securities of its receipt of such notification and upon the written request of any such Holder delivered to DAKA within 15 days after receipt from DAKA of such notificationClosing Date, DAKA shall use reasonable efforts to prepare and file a shelf registration statement on Form S-3 (the "Resale Shelf Registration Statement") under on the Securities Act covering the resale by such Holders of their Registrable Securities appropriate form for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act from time (or such successor rule or similar provision then in effect) covering all of the Registrable Securities (a "Shelf Registration") is not effective or the effectiveness thereof has been suspended, then the Company shall use its reasonable business efforts to time in transactions not involving any underwritten public offering and use reasonable efforts (i) tocause cause such Resale Shelf Registration Statement to be declared effective by the Commission for such Registrable Securities as soon as practicable thereafter and (ii) practicable. Once the Shelf Registration Statement is effective, the Company shall use its reasonable business efforts to keep the Resale such Shelf Registration Statement continuously effective until for a period (the earliest "Target Effective Period") ending with the earlier of (x) the sale of all Registrable Securities and (y) 36 months following the Closing Date or, if later, the date on which such Holders no longer hold any Registrable Securities registered under Shelf Registration Statement is declared effective. The Company further agrees, if necessary, to supplement or amend the Resale Shelf Registration Statement, as required by the registration form used by the Company for such Shelf Registration Statement or (y) by the second anniversary of the Closing Date; provided, however, that (A) upon the request of one instructions applicable to such registration form or more Holders holding an aggregate of at least 9,000 Registrable Securities received prior to October 1, 1996, DAKA will proceed promptly and in good faith to prepare the Resale Registration Statement, even if DAKA is not required to file it with the Commission until October 1, 1996, so as to avoid a delay past October 1, 1996 in making such filing and (B) if DAKA prior to October 1, 1996 files any registration statement with the Commission under by the Securities Act or as reasonably requested (other than on Form S-4 which request shall result in the filing of a supplement or a similar form relating amendment) by any Holder of Registrable Securities to business combinations or exchanges or Form S-8 or a similar form relating which such Shelf Registration Statement relates (but only to any employee benefit planthe extent that such request by such Holder relates to information with respect to such Holder), then DAKA shall give the Holders notice thereof and the Holders may demand registration pursuant Company agrees to this Section 8.02 immediately after furnish to each Holder, Holders' Counsel and any managing underwriter copies of any such filing. DAKA shall not be required to cause a registration statement requested pursuant to this Section 8.02 to become effective supplement or amendment prior to 90 days following its being used and/or filed with the Commission. The Holders shall be permitted to withdraw all or any part of the Registrable Securities from a Shelf Registration Statement (i) at any time prior to the effective date of a registration statement initiated by DAKA if any managing underwriter named such Shelf Registration Statement and (ii) in such registration statement has advised DAKA in writing the event that on or after the registration or sale of additional securities by stockholders of DAKA within such 90-day period would have a material adverse effect on the likelihood of success effective date of such underwritten offering; provided, however, that DAKA shall use its best efforts Shelf Registration Statement the Holders receive a Lock-up Request and such one or more withdrawing Holders elect to achieve such effectiveness promptly following such 90exercise their rights to a Piggy-day period if the request Back Registration pursuant to this Section 8.02 has been made prior to the expiration of such 90-day period. DAKA may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if DAKA has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and DAKA determines reasonably and in good faith that such disclosure would have a material adverse effect on DAKA; provided, however, that DAKA shall (A) use reasonable efforts to disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and (B) may so postpone such filing only if all other persons who are named as selling securityholders under then effective registration statements filed by DAKA with the Commission and all directors of DAKA are advised of the fact that a material transaction or other matter is not being disclosed during the length of such postponement and of the consequences of such nondisclosure under the Securities Act and the Exchange Act3 hereof.

Filing; Effectiveness. If on any one (1) occasion after October 1The Company shall prepare, 1996and, one or more Holders holding an aggregate of at least 9,000 Registrable Securities shall notify DAKA as soon as practicable but in writing that they intend to offer or cause to be offered for public resale all or any portion of their Registrable Securitiesno event later than April 10, DAKA will notify all of the Holders of Registrable Securities of its receipt of such notification and upon the written request of any such Holder delivered to DAKA within 15 days after receipt from DAKA of such notification, DAKA shall use reasonable efforts to prepare and file a registration statement on Form S-3 2003 (the "Resale Mandatory Filing Date"), file with the Commission a shelf registration statement (the "Shelf Registration Statement") under on the Securities Act covering the resale by such Holders of their Registrable Securities appropriate form for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act from time (or such successor rule or similar provision then in effect) covering all of the Registrable Securities for which information has timely been provided to time in transactions the Company pursuant to Section 9(b) (a "Shelf Registration"). If, as of the Target Effective Date, the Shelf Registration Statement is not involving any underwritten public offering and effective or the effectiveness thereof has been suspended, then the Company shall use its reasonable best efforts (i) tocause to cause such Resale Shelf Registration Statement to be declared effective by the Commission for such Registrable Securities as soon as practicable thereafter and practicable, but in no event later than June 30, 2003 (ii) the "Mandatory Effective Date"). Once the Shelf Registration Statement is effective, the Company shall use its reasonable best efforts to keep the Resale such Shelf Registration Statement continuously effective until for a period (the earliest "Target Effective Period") ending on the earlier of (xi) the Termination Date and (ii) the date on which such Holders no longer hold any Registrable Securities registered under are outstanding. The Holders shall be permitted to withdraw all or any part of the Resale Registrable Securities from a Shelf Registration Statement no later than 10 Business Days prior to the expected initial effective date of such Shelf Registration Statement. The Company may include or (y) permit any other party to include any securities other than Registrable Securities in the second anniversary Shelf Registration. The Shelf Registration Statement shall contain a plan of distribution for a distribution of Registrable Securities in the form attached as Exhibit A, as such may be modified in order to respond to any comments in respect thereof of the Closing Date; provided, however, that (A) upon staff of the request of one or more Holders holding an aggregate of at least 9,000 Commission. The Company shall undertake to register the Registrable Securities received prior on Form S-3 as soon as such form is available for use by the Company to October 1register the Registrable Securities for sale in the manner specified in such plan of distribution (including by filing a post-effective amendment on Form S-3 to the then existing Shelf Registration Statement), 1996and, DAKA will proceed promptly and in good faith to prepare the Resale extent the Company seeks to register the Registrable Securities on Form S-3 by filing a new Shelf Registration Statement, even if DAKA is not required to file it with the Commission Company shall maintain the effectiveness of the Shelf Registration Statement then in effect until October 1, 1996, so such time as to avoid a delay past October 1, 1996 in making such filing and (B) if DAKA prior to October 1, 1996 files any registration statement with the Commission under the Securities Act (other than Shelf Registration Statement on Form S-4 or a similar form relating to business combinations or exchanges or Form S-8 or a similar form relating to any employee benefit plan), then DAKA shall give the Holders notice thereof and the Holders may demand registration pursuant to this Section 8.02 immediately after such filing. DAKA shall not be required to cause a registration statement requested pursuant to this Section 8.02 to become effective prior to 90 days following the effective date of a registration statement initiated by DAKA if any managing underwriter named in such registration statement has advised DAKA in writing that the registration or sale of additional securities by stockholders of DAKA within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; provided, however, that DAKA shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 8.02 S-3 has been made prior to declared effective by the expiration of such 90-day period. DAKA may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if DAKA has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and DAKA determines reasonably and in good faith that such disclosure would have a material adverse effect on DAKA; provided, however, that DAKA shall (A) use reasonable efforts to disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and (B) may so postpone such filing only if all other persons who are named as selling securityholders under then effective registration statements filed by DAKA with the Commission and all directors of DAKA are advised of the fact that a material transaction or other matter is not being disclosed during the length of such postponement and of the consequences of such nondisclosure under the Securities Act and the Exchange ActCommission.

Filing; Effectiveness. If on any one (1) occasion after October 1, 1996, one or more Holders holding an aggregate Holder shall make a demand of at least 9,000 Registrable Securities shall notify DAKA CBC in writing at any time after the Closing Date of the transactions contemplated by this Agreement that they intend it desires CBC to offer or cause to be offered for public resale register all or any portion of their his Registrable Securities, DAKA will notify all of the Holders of Registrable Securities of its receipt of such notification and upon the written request of any such Holder delivered to DAKA within 15 days after receipt from DAKA of such notification, DAKA CBC shall use reasonable efforts to prepare and file a one registration statement on Form S-3 (the "Resale Registration Statement") under the Securities Act covering the resale by such Holders Holder of their its Registrable Securities pursuant to Rule 415 under the Securities Act from time to time in transactions not involving any underwritten public offering and use reasonable efforts (i) tocause to cause such Resale Registration Statement to be declared effective by the Commission for such Registrable Securities as soon as practicable thereafter and (ii) to keep the Resale Registration Statement continuously effective until the earliest of (x) the date on which such Holders Holder no longer hold holds any Registrable Securities registered under the Resale Registration Statement or (y) the second third anniversary of the Closing Date; provided, however, that or such lesser time as may be permitted under Rule 144(k) under the Act (Aor any successor rule thereto) upon to enable Holder to sell the request of one or more Holders holding an aggregate of at least 9,000 Registrable Securities received prior to October 1, 1996, DAKA will proceed promptly and in good faith to prepare the Resale Registration Statement, even if DAKA is not required to file it with the Commission until October 1, 1996, so as to avoid a delay past October 1, 1996 in making such filing and (B) if DAKA prior to October 1, 1996 files any registration statement with the Commission without restriction under the Securities Act (other than on Form S-4 or a similar form relating to business combinations or exchanges or Form S-8 or a similar form relating to any employee benefit plan), then DAKA shall give the Holders notice thereof and the Holders may demand registration pursuant to this Section 8.02 immediately after such filingAct. DAKA CBC shall not be required to cause a registration statement Registration Statement requested pursuant to this Section 8.02 3.2 to become effective prior to 90 days following the effective date of a registration statement for a publicly underwritten offering of CBC Common Stock initiated by DAKA CBC if any managing underwriter named in such registration statement for the publicly underwritten offering has advised DAKA CBC in writing that the registration or sale of additional securities by stockholders of DAKA CBC within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; providedPROVIDED, howeverHOWEVER, that DAKA CBC shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 8.02 3.2 has been made prior to the expiration of such 90-day period. DAKA CBC may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if DAKA CBC has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and DAKA CBC determines reasonably and in good faith that such disclosure would have a material adverse effect on DAKACBC; providedPROVIDED, howeverHOWEVER, that DAKA CBC shall (A) use reasonable efforts to disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and (B) may so postpone such filing only if all other persons who are named as selling securityholders under then effective registration statements filed by DAKA CBC with the Commission and all directors of DAKA CBC are advised of the fact that a material transaction or other matter is not being disclosed during the length of such postponement and of the consequences of such nondisclosure under the Securities Act and the Exchange Act. The disclosure to any Holder of any material transaction, or of the existence thereof, pursuant to the preceding sentence shall be held in confidence by Seller or Holder until CBC or a third party not under the control of Seller or Holder has made a public disclosure thereof.

Filing; Effectiveness. If on any one (1) occasion after No later than October 115, 1996, one or more Holders holding an aggregate of at least 9,000 Registrable Securities the Company shall notify DAKA in writing that they intend to offer or cause to be offered for public resale all or any portion of their Registrable Securities, DAKA will notify all of the Holders of Registrable Securities of its receipt of such notification and upon the written request of any such Holder delivered to DAKA within 15 days after receipt from DAKA of such notification, DAKA shall use reasonable efforts to prepare and file a registration statement on Form S-3 (the "Resale Registration Statement") under the Securities Act covering the resale by such Holders of their Registrable Securities pursuant to Rule 415 under the Securities Act from time to time in transactions not involving any underwritten public offering and use reasonable its best efforts (i) tocause to cause such Resale Registration Statement to be declared effective by the Commission for such Registrable Securities as soon as practicable thereafter and (ii) to keep the Resale Registration Statement continuously effective until the earliest of (x) the date on which such Holders no longer hold any Registrable Securities registered under the Resale Registration Statement or (y) the second anniversary of the Closing Date; provided, however, that (A) upon . The Company may at its option include the request of one or more Holders holding an aggregate of at least 9,000 Registrable Securities received prior to October 1, 1996, DAKA will proceed promptly and in good faith to prepare the Resale Registration Statement, even if DAKA is not required to file it with the Commission until October 1, 1996, so as to avoid a delay past October 1, 1996 in making such filing and (B) if DAKA prior to October 1, 1996 files any registration statement with the Commission under the Securities Act (other than on Form S-4 or a similar form relating to business combinations or exchanges or Form S-8 or a similar form relating to any employee benefit plan), then DAKA shall give of the Holders notice thereof and in any Registration Statement filed by the Holders may demand registration pursuant to this Section 8.02 immediately after such filingCompany. DAKA The Company shall not be required to cause request that a registration statement requested pursuant to this Section 8.02 to 9.02 become effective prior to 90 days following the effective date of a registration statement initiated by DAKA the Company if any managing underwriter named in such registration statement has advised DAKA the Company in writing that the registration or sale of additional securities by stockholders of DAKA the Company within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; provided, however, that DAKA the Company shall use its best efforts to achieve such effectiveness promptly following such 90-90- day period if the request pursuant to this Section 8.02 9.02 has been made prior to the expiration of such 90-day period. DAKA The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if DAKA the Company has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and DAKA the Company determines reasonably and in good faith that such disclosure would have a material adverse effect Material Adverse Effect on DAKAthe Company; provided, however, that DAKA the Company shall (A) use reasonable efforts to disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and (B) may so postpone such filing only if all other persons who are named as selling securityholders under then effective registration statements filed by DAKA the Company with the Commission and all directors of DAKA the Company are advised of the fact that a material transaction or other matter is not being disclosed during the length of such postponement and of the consequences of such nondisclosure under the Securities Act and the Exchange Act.

Filing; Effectiveness. If on any one (1i) occasion after October 1If, 1996, one or more Holders holding an aggregate of at least 9,000 Registrable Securities shall notify DAKA in writing that they intend to offer or cause to be offered for public resale all or any portion of their Registrable Securities, DAKA will notify all as of the Holders of Registrable Securities of its receipt of such notification and upon the written request of any such Holder delivered to DAKA within 15 days after receipt from DAKA of such notificationClosing Date, DAKA shall use reasonable efforts to prepare and file a shelf registration statement on Form S-3 (the "Resale Shelf Registration Statement") under on the Securities Act covering the resale by such Holders of their Registrable Securities appropriate form for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act from time (or such successor rule or similar provision then in effect) covering all of the Registrable Securities (a "Shelf Registration") is not effective or the effectiveness thereof has been suspended, or (ii) if the Closing Date has not occurred by June 30, 1995 and the Holder requests the Company to time in transactions not involving any underwritten public offering and do so then the Company shall use its reasonable business efforts (i) tocause to cause such Resale Shelf Registration Statement to be declared effective by the Commission for such Registrable Securities as soon as practicable thereafter and (ii) practicable. Once the Shelf Registration Statement is effective, the Company shall use its reasonable business efforts to keep the Resale such Shelf Registration Statement continuously effective until for a period (the earliest "Target Effective Period") ending with the earlier of (x) the sale of all Registrable Securities and (y) 24 months following the Closing Date or, if later, the date on which such Holders no longer hold any Registrable Securities registered under Shelf Registration Statement is declared effective. The Company further agrees, if necessary, to supplement or amend the Resale Shelf Registration Statement, as required by the registration form used by the Company for such Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or as reasonably requested (ywhich request shall result in the filing of a supplement or amendment) by a Holder of Registrable Securities to which such Shelf Registration Statement relates (but only to the second anniversary extent that such request by such Holder relates to information with respect to such Holder), and the Company agrees to furnish the Holder, Holders' counsel and any managing underwriter copies of any such supplement or amendment prior to its being used and/or filed with the Commission. The Holder shall be permitted to withdraw all or any part of the Closing Date; Registrable Securities from a Shelf Registration Statement (i) at any time prior to the effective date of such Shelf Registration Statement and (ii) in the event that on or after the effective date of such Shelf Registration Statement the Holder receives a Lock-up Request and such withdrawing Holder elects to exercise its rights to a Piggy-Back Registration pursuant to Section 3 hereof. The Company further agrees that if during the Target Effective Period, the Holder has not sold all Registrable Securities, then upon demand made by the Holder at any time within three years after the expiration of the Target Effective Period, the Company shall promptly file a registration statement on the appropriate form for an offering to be made by the Holder of all of the Registrable Securities then held by Holder (the "Demand Registration") and shall use reasonable business efforts to have such registration statement declared effective provided, however, that that: (Ai) the Demand Registration need not be a Shelf Registration; (ii) the Holder shall be entitled to only one Demand Registration during said three year period; and (iii) the Holder's right to such Demand Registration shall terminate upon the request first to occur of one or more Holders holding an aggregate of at least 9,000 Registrable Securities received prior to October 1, 1996, DAKA will proceed promptly and in good faith to prepare the Resale Registration Statement, even if DAKA is not required to file it with the Commission until October 1, 1996, so as to avoid a delay past October 1, 1996 in making such filing and (By) if DAKA prior to October 1, 1996 files any registration statement with the Commission under the Securities Act (other than on Form S-4 or a similar form relating to business combinations or exchanges or Form S-8 or a similar form relating to any employee benefit plan), then DAKA shall give the Holders notice thereof and the Holders may demand registration pursuant to this Section 8.02 immediately after such filing. DAKA shall not be required to cause a registration statement requested pursuant to this Section 8.02 to become effective prior to 90 days following the effective date of a registration statement initiated by DAKA if any managing underwriter named in such registration statement has advised DAKA in writing that the registration or sale of additional securities by stockholders of DAKA within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; provided, however, that DAKA shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 8.02 has been made prior to the expiration of such 90-day period. DAKA may postpone the filing of any Registration Statement required hereunder for a reasonable three year period of time, not to exceed 60 days, if DAKA has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and DAKA determines reasonably and in good faith that such disclosure would have a material adverse effect on DAKA; provided, however, that DAKA shall (Az) use reasonable efforts to disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and (B) may so postpone such filing only if all other persons who are named as selling securityholders under then effective registration statements filed by DAKA with the Commission and all directors of DAKA are advised of the fact that a material transaction or other matter is not being disclosed during the length sale of such postponement and of Registrable Securities by the consequences of such nondisclosure under the Securities Act and the Exchange ActHolder.

Filing; Effectiveness. If on any one (1) occasion after October 1, 1996, one or more Holders holding an aggregate Holder shall make a demand of at least 9,000 Registrable Securities shall notify DAKA CBC in writing at any time after the Closing Date of the transactions contemplated by this Agreement that they intend it desires CBC to offer or cause to be offered for public resale register all or any portion of their his Registrable Securities, DAKA will notify all of the Holders of Registrable Securities of its receipt of such notification and upon the written request of any such Holder delivered to DAKA within 15 days after receipt from DAKA of such notification, DAKA CBC shall use reasonable efforts to prepare and file a registration statement on Form S-3 (the "Resale Registration Statement") under the Securities Act covering the resale by such Holders Holder of their its Registrable Securities pursuant to Rule 415 under the Securities Act from time to time in transactions not involving any underwritten public offering and use reasonable efforts (i) tocause to cause such Resale Registration Statement to be declared effective by the Commission for such Registrable Securities as soon as practicable thereafter and (ii) to keep the Resale Registration Statement continuously effective until the earliest of (x) the date on which such Holders Holder no longer hold holds any Registrable Securities registered under the Resale Registration Statement or (y) the second third anniversary of the Closing Date; providedissuance of the Registrable Securities, however, that or such lesser time as may be permitted under Rule 144(k) under the Act (Aor any successor rule thereto) upon to enable Holder to sell the request of one or more Holders holding an aggregate of at least 9,000 Registrable Securities received prior to October 1, 1996, DAKA will proceed promptly and in good faith to prepare the Resale Registration Statement, even if DAKA is not required to file it with the Commission until October 1, 1996, so as to avoid a delay past October 1, 1996 in making such filing and (B) if DAKA prior to October 1, 1996 files any registration statement with the Commission without restriction under the Securities Act (other than on Form S-4 or a similar form relating to business combinations or exchanges or Form S-8 or a similar form relating to any employee benefit plan), then DAKA shall give the Holders notice thereof and the Holders may demand registration pursuant to this Section 8.02 immediately after such filingAct. DAKA CBC shall not be required to cause a registration statement Registration Statement requested pursuant to this Section 8.02 3.2 to become effective prior to 90 days following the effective date of a registration statement for a publicly underwritten offering of CBC Common Stock initiated by DAKA CBC if any managing underwriter named in such registration statement for the publicly underwritten offering has advised DAKA CBC in writing that the registration or sale of additional securities by stockholders of DAKA CBC within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; providedPROVIDED, howeverHOWEVER, that DAKA CBC shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 8.02 3.2 has been made prior to the expiration of such 90-day period. DAKA CBC may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if DAKA CBC has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and DAKA CBC determines reasonably and in good faith that such disclosure would have a material adverse effect on DAKACBC; providedPROVIDED, howeverHOWEVER, that DAKA CBC shall (A) use reasonable efforts to disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and (B) may so postpone such filing only if all other persons who are named as selling securityholders under then effective registration statements filed by DAKA CBC with the Commission and all directors of DAKA CBC are advised of the fact that a material transaction or other matter is not being disclosed during the length of such postponement and of the consequences of such nondisclosure under the Securities Act and the Exchange Act. The disclosure to any Holder of any material transaction, or of the existence thereof, pursuant to the preceding sentence shall be held in confidence by Seller or Holder until CBC or a third party not under the control of Seller or Holder has made a public disclosure thereof.