Common use of Filing; Effectiveness Clause in Contracts

Filing; Effectiveness. If any Holder shall make a demand of CBC in writing at any time after the Closing Date of the transactions contemplated by this Agreement that it desires CBC to register all or any portion of his Registrable Securities, CBC shall use reasonable efforts to prepare and file one registration statement on Form S-3 (the "Registration Statement") under the Act covering the resale by such Holder of 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) to cause such 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 Holder no longer holds any Registrable Securities registered under the Resale Registration Statement or (y) the third anniversary of the Closing Date, or such lesser time as may be permitted under Rule 144(k) under the Act (or any successor rule thereto) to enable Holder to sell the Registrable Securities without restriction under the Act. CBC shall not be required to cause a Registration Statement requested pursuant to this Section 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 CBC if any managing underwriter named in such registration statement for the publicly underwritten offering has advised CBC in writing that the registration or sale of additional securities by stockholders of CBC within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; PROVIDED, HOWEVER, that CBC shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 3.2 has been made prior to the expiration of such 90-day period. CBC may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if CBC has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and CBC determines reasonably and in good faith that such disclosure would have a material adverse effect on CBC; PROVIDED, HOWEVER, that 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 CBC with the Commission and all directors of 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 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 Holder one (1) occasion after October 1, 1996, one or more Holders holding an aggregate of at least 9,000 Registrable Securities shall make a demand of CBC notify DAKA in writing at any time after the Closing Date of the transactions contemplated by this Agreement that it desires CBC they intend to register offer or cause to be offered for public resale all or any portion of his their Registrable Securities, CBC 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 one a registration statement on Form S-3 (the "Resale Registration Statement") under the Securities Act covering the resale by such Holder Holders of its 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) to cause 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 Holder Holders no longer holds hold any Registrable Securities registered under the Resale Registration Statement or (y) the third 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 lesser time as may be permitted under Rule 144(kfiling 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 successor rule thereto) employee benefit plan), then DAKA shall give the Holders notice thereof and the Holders may demand registration pursuant to enable Holder to sell the Registrable Securities without restriction under the Actthis Section 8.02 immediately after such filing. CBC DAKA shall not be required to cause a Registration Statement registration statement requested pursuant to this Section 3.2 8.02 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 CBC DAKA if any managing underwriter named in such registration statement for the publicly underwritten offering has advised CBC DAKA in writing that the registration or sale of additional securities by stockholders of CBC DAKA within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; PROVIDEDprovided, HOWEVERhowever, that CBC DAKA shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 3.2 8.02 has been made prior to the expiration of such 90-day period. CBC DAKA may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if CBC DAKA has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and CBC DAKA determines reasonably and in good faith that such disclosure would have a material adverse effect on CBCDAKA; PROVIDEDprovided, HOWEVERhowever, that CBC 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 CBC DAKA with the Commission and all directors of CBC 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. 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 any Holder No later than October 15, 1996, the Company shall make file a demand of CBC in writing at any time after the Closing Date of the transactions contemplated by this Agreement that it desires CBC to register all or any portion of his Registrable Securities, CBC shall use reasonable efforts to prepare and file one registration statement on Form S-3 (the "Resale Registration Statement") under the Securities Act covering the resale by such Holder Holders of its 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) 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 Holder Holders no longer holds hold any Registrable Securities registered under the Resale Registration Statement or (y) the third second anniversary of the Closing Date, or such lesser time as . The Company may be permitted under Rule 144(k) under the Act (or any successor rule thereto) to enable Holder to sell at its option include the Registrable Securities without restriction under of the ActHolders in any Registration Statement filed by the Company. CBC The Company shall not be required to cause request that a Registration Statement registration statement requested pursuant to this Section 3.2 to 9.02 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 CBC the Company if any managing underwriter named in such registration statement for the publicly underwritten offering has advised CBC the Company in writing that the registration or sale of additional securities by stockholders of CBC the Company within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; PROVIDEDprovided, HOWEVERhowever, that CBC 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 3.2 9.02 has been made prior to the expiration of such 90-day period. CBC The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if CBC the Company has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and CBC the Company determines reasonably and in good faith that such disclosure would have a material adverse effect Material Adverse Effect on CBCthe Company; PROVIDEDprovided, HOWEVERhowever, that CBC 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 CBC the Company with the Commission and all directors of CBC 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. 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 any Holder shall make a demand If, as of CBC in writing at any time after the Closing Date of the transactions contemplated by this Agreement that it desires CBC to register all or any portion of his Registrable SecuritiesDate, CBC shall use reasonable efforts to prepare and file one a shelf registration statement on Form S-3 (the "Shelf Registration Statement") under on the Act covering the resale by such Holder of its Registrable Securities appropriate form for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act from time to time (or such successor rule or similar provision then in transactions effect) covering all of the Registrable Securities (a "Shelf Registration") is not involving any underwritten public offering and effective or the effectiveness thereof has been suspended, then the Company shall use its reasonable business efforts (i) to cause such 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 Holder no longer holds 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 any Holder of Registrable Securities to which such Shelf Registration Statement relates (but only to the third anniversary extent that such request by such Holder relates to information with respect to such Holder), and the Company agrees to furnish to each Holder, Holders' Counsel and any managing underwriter copies of any such supplement or amendment prior to its being used and/or filed with the Closing Date, or such lesser time as may Commission. The Holders shall be permitted under Rule 144(k) under the Act (to withdraw all or any successor rule thereto) to enable Holder to sell part of the Registrable Securities without restriction under the Act. CBC shall not be required to cause from a Shelf Registration Statement requested pursuant to this Section 3.2 to become effective (i) at any time prior to 90 days following the effective date of a registration statement for a publicly underwritten offering of CBC Common Stock initiated by CBC if any managing underwriter named such Shelf Registration Statement and (ii) in such registration statement for the publicly underwritten offering has advised CBC in writing event that on or after the registration or sale of additional securities by stockholders of CBC 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 CBC 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 3.2 has been made prior to the expiration of such 90-day period. CBC may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if CBC has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and CBC determines reasonably and in good faith that such disclosure would have a material adverse effect on CBC; PROVIDED, HOWEVER, that 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 CBC with the Commission and all directors of 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 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 thereof3 hereof.

Filing; Effectiveness. If any Holder shall make a demand of CBC in writing at At any time after such time as the Closing Date Company has completed a public offering of its securities under the Securities Act, subject to the conditions set forth in this Agreement, any Holder or Holders of an aggregate of not less than thirty-five percent (35%) of the transactions contemplated then outstanding Warrants and Registrable Shares as a whole may request that the Company effect the registration of any or all of the 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 Shares to be disposed of and the intended method of disposition of such shares by such Holder or Holders). Upon receipt of such a request, the Company shall promptly give notice to all Holders of the receipt of the request for registration pursuant to this Agreement Section 2(a), shall provide a reasonable opportunity for such Holders to participate in the registration and shall include therein the number of Registrable Shares which such Holders elect, it being understood that it desires CBC the Holder or Holders who initially request registration and all Holders who subsequently elect to register all or any portion of his participate shall have the same right to have Registrable Securities, CBC Shares included therein. The Company shall use reasonable its best efforts to prepare effect such a registration as soon as practicable and in any event shall file one registration statement on Form S-3 within 60 days of the receipt of such a request (the "Target Filing Date") a registration statement (the "Demand Registration Statement") under the Securities Act covering the resale by such Holder of its 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) to cause such 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 Holder no longer holds any Registrable Securities Shares registered under the Resale Demand Registration Statement or (y) twelve months following the third anniversary of date upon which such Demand Registration Statement first became effective (such period, the Closing Date, or such lesser time as may be permitted under Rule 144(k) under the Act (or any successor rule thereto) to enable Holder to sell the Registrable Securities without restriction under the Act"Target Effective Period"). CBC The Company shall not be required to cause a file and effect more than two (2) Demand Registration Statement requested Statements pursuant to this Section 3.2 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 for a publicly underwritten offering of CBC Common Stock initiated by CBC if any managing underwriter named such Demand Registration Statement and (ii) in such registration statement for the publicly underwritten offering has advised CBC in writing event that on or after the registration or sale of additional securities by stockholders of CBC 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 CBC 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 3.2 has been made prior to the expiration of such 90-day period. CBC may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if CBC has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and CBC determines reasonably and in good faith that such disclosure would have a material adverse effect on CBC; PROVIDED, HOWEVER, that 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 CBC with the Commission and all directors of 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 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 thereof3 hereof.

Filing; Effectiveness. If any Holder shall make a demand of CBC in writing at any time after the Closing Date of the transactions contemplated by this Agreement that it desires CBC Prior to register all or any portion of his Registrable Securities, CBC shall use reasonable efforts to prepare and file one registration statement on Form S-3 (the "Registration Statement") under the Act covering the resale by such Holder of 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) the thirtieth (30th) day following the determination that the Company is unable to cause such 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 Holder no longer holds 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 third first anniversary of the Closing Datedate of the Stock Purchase Option Agreement) (each, or such lesser time as may a "RESALE REQUIRED FILING DATE") the Company shall prepare and file with the Commission a "resale shelf" registration statement (the "RESALE SHELF REGISTRATION STATEMENT") on the appropriate form for an offering to be permitted under made on a continuous basis pursuant to Rule 144(k) 415 under the Securities Act (or any successor rule theretoor similar provision then in effect) to enable Holder to sell covering the resale by the Holders of the Registrable Securities without restriction under Securities. It is the Act. CBC shall not be required to cause a Registration Statement requested parties' intent that pursuant to this Section 3.2 3(a) the Holders of the Securities shall at all times until the expiration of the Target Effective Period, subject to become 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 Registrable Securities would be limited by the volume limitations under Rule 144 or otherwise. 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 less than at least (i) that number of shares of Common Stock equal to 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 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 90 days following the effective date of a registration statement for a publicly underwritten offering of CBC Common Stock initiated by CBC if any managing underwriter named in such registration statement for Shelf Registration Statement, but the publicly underwritten offering has advised CBC in writing that the registration or sale of additional securities by stockholders of CBC within Company shall be under no further obligation to register such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; PROVIDED, HOWEVER, that CBC shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request Securities pursuant to this Section 3.2 has been made prior to the expiration of such 90-day period. CBC may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if CBC has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and CBC determines reasonably and in good faith that such disclosure would have a material adverse effect on CBC; PROVIDED, HOWEVER, that 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 CBC with the Commission and all directors of 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 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 thereof3.

Filing; Effectiveness. If on any Holder one (1) occasion after October 1, 1996, one or more Holders holding an aggregate of at least 9,000 Registrable Securities shall make a demand of CBC notify DAKA in writing at any time after the Closing Date of the transactions contemplated by this Agreement that it desires CBC they intend to register offer or cause to be offered for public resale all or any portion of his their Registrable Securities, CBC 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 one a registration statement on Form S-3 (the "Resale Registration Statement") under the Securities Act covering the resale by such Holder Holders of its 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) 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 Holder Holders no longer holds hold any Registrable Securities registered under the Resale Registration Statement or (y) the third 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 lesser time as may be permitted under Rule 144(kfiling 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 successor rule thereto) employee benefit plan), then DAKA shall give the Holders notice thereof and the Holders may demand registration pursuant to enable Holder to sell the Registrable Securities without restriction under the Actthis Section 8.02 immediately after such filing. CBC DAKA shall not be required to cause a Registration Statement registration statement requested pursuant to this Section 3.2 8.02 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 CBC DAKA if any managing underwriter named in such registration statement for the publicly underwritten offering has advised CBC DAKA in writing that the registration or sale of additional securities by stockholders of CBC DAKA within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; PROVIDEDprovided, HOWEVERhowever, that CBC DAKA shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 3.2 8.02 has been made prior to the expiration of such 90-day period. CBC DAKA may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if CBC DAKA has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and CBC DAKA determines reasonably and in good faith that such disclosure would have a material adverse effect on CBCDAKA; PROVIDEDprovided, HOWEVERhowever, that CBC 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 CBC DAKA with the Commission and all directors of CBC 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. 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 any Holder shall make a demand (i) If, as of CBC in writing at any time after the Closing Date of the transactions contemplated by this Agreement that it desires CBC to register all or any portion of his Registrable SecuritiesDate, CBC shall use reasonable efforts to prepare and file one a shelf registration statement on Form S-3 (the "Shelf Registration Statement") under on the Act covering the resale by such Holder of its 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) to cause such 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 Holder no longer holds 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 third 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 Closing Date, or such lesser time as may Commission. The Holder shall be permitted under Rule 144(k) under the Act (to withdraw all or any successor rule thereto) to enable Holder to sell part of the Registrable Securities without restriction under the Act. CBC shall not be required to cause from a Shelf Registration Statement requested pursuant to this Section 3.2 to become effective (i) at any time prior to 90 days following 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 a publicly underwritten an offering to be made by the Holder of CBC Common Stock initiated all of the Registrable Securities then held by CBC if any managing underwriter named in Holder (the "Demand Registration") and shall use reasonable business efforts to have such registration statement for declared effective provided, however, that: (i) the publicly underwritten offering has advised CBC in writing that Demand Registration need not be a Shelf Registration; (ii) the registration or sale 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 first to occur of additional securities by stockholders of CBC within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; PROVIDED, HOWEVER, that CBC shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 3.2 has been made prior to the (y) expiration of such 90-day period. CBC may postpone the filing of any Registration Statement required hereunder for a reasonable three year period of time, not to exceed 60 days, if CBC has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and CBC determines reasonably and in good faith that such disclosure would have a material adverse effect on CBC; PROVIDED, HOWEVER, that CBC 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 CBC with the Commission and all directors of CBC 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 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 thereofHolder.

Filing; Effectiveness. If any Holder shall make a demand of CBC in writing at any time after the Closing Date of the transactions contemplated by this Agreement that it desires CBC to register all or any portion of his Registrable Securities, CBC shall use reasonable efforts to prepare and file one a registration statement on Form S-3 (the "Registration Statement") under the Act covering the resale by such Holder of 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) to cause such 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 Holder no longer holds any Registrable Securities registered under the Resale Registration Statement or (y) the third anniversary of the Closing Dateissuance of the Registrable Securities, or such lesser time as may be permitted under Rule 144(k) under the Act (or any successor rule thereto) to enable Holder to sell the Registrable Securities without restriction under the Act. CBC shall not be required to cause a Registration Statement requested pursuant to this Section 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 CBC if any managing underwriter named in such registration statement for the publicly underwritten offering has advised CBC in writing that the registration or sale of additional securities by stockholders of CBC within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; PROVIDED, HOWEVER, that CBC shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 3.2 has been made prior to the expiration of such 90-day period. CBC may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if CBC has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and CBC determines reasonably and in good faith that such disclosure would have a material adverse effect on CBC; PROVIDED, HOWEVER, that 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 CBC with the Commission and all directors of 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 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 Holder one occasion, one or more Holders holding Registrable Securities shall make a demand of CBC notify the Company in writing at any time after the Closing Date of the transactions contemplated by this Agreement that it desires CBC they intend to register offer or cause to be offered for public resale all or any portion of his their Registrable Securities, CBC shall use reasonable efforts to the Company will notify all of the Holders of Registrable Securities of its receipt of such notification and will as soon as practicable, but not later than 120 days after receipt from the Company of such notification, prepare and file one 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 Act Company is eligible, in the event it is not eligible to use Form S-3, covering the resale by such Holder Holders of its 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) 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 Holder Holders no longer holds hold any Registrable Securities registered under the Resale Registration Statement or Statement, (y) the third second anniversary of the Closing Date, or such lesser time as may (z) the date on which the Shares subject to one or more Registration Statements could be permitted under sold pursuant to Rule 144(k). In the event the Company does not file the registration statement within 120 days after receipt of the notice referred to above, the Holder may demand in writing and without further compensation to the Company, that the Company issue additional shares to the Holder equal to ten (10) under percent of the Act (or any successor rule thereto) to enable Holder to sell amount of shares purchased by the Registrable Securities without restriction under Holder. Such demand shall be made not later than the Actsecond anniversary of the Closing Date. CBC The Company shall not be required to cause a Registration Statement registration statement requested pursuant to this Section 3.2 4(b) 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 CBC the Company if any managing underwriter named in such registration statement for the publicly underwritten offering has advised CBC the Company in writing that the registration or sale of additional securities by stockholders Stockholders of CBC the Company within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; PROVIDEDprovided, HOWEVERhowever, that CBC the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 3.2 4(b) has been made prior to the expiration of such 90-day period. CBC The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if CBC the Company has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and CBC the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on CBCthe Company; PROVIDEDprovided, HOWEVERhowever, that CBC 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 CBC the Company with the Commission and all directors of CBC 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. 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 any Holder The Company shall make a demand of CBC prepare, and, as soon as practicable but in writing at any time after the Closing Date of the transactions contemplated by this Agreement that it desires CBC to register all or any portion of his Registrable Securitiesno event later than April 10, CBC shall use reasonable efforts to prepare and file one registration statement on Form S-3 2003 (the "Mandatory Filing Date"), file with the Commission a shelf registration statement (the "Shelf Registration Statement") under on the Act covering the resale by such Holder of its 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) to cause such 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 Holder no longer holds any Registrable Securities registered under the Resale Registration Statement or (y) the third anniversary of the Closing Date, or such lesser time as may are outstanding. The Holders shall be permitted under Rule 144(k) under the Act (to withdraw all or any successor rule thereto) to enable Holder to sell part of the Registrable Securities without restriction under the Act. CBC shall not be required to cause from a Shelf Registration Statement requested pursuant to this Section 3.2 to become effective no later than 10 Business Days prior to 90 days following the expected initial effective date of such Shelf Registration Statement. The Company may include or permit any other party to include any securities other than Registrable Securities in the Shelf Registration. The Shelf Registration Statement shall contain a registration statement plan of distribution for a publicly underwritten offering distribution of CBC Common Stock initiated by CBC if Registrable Securities in the form attached as Exhibit A, as such may be modified in order to respond to any managing underwriter named comments in such registration statement for respect thereof of the publicly underwritten offering has advised CBC in writing that staff of the registration or sale of additional securities by stockholders of CBC within such 90-day period would have a material adverse effect Commission. The Company shall undertake to register the Registrable Securities on the likelihood of success of such underwritten offering; PROVIDED, HOWEVER, that CBC shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 3.2 has been made prior to the expiration of such 90-day period. CBC may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if CBC has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and CBC determines reasonably and in good faith that such disclosure would have a material adverse effect on CBC; PROVIDED, HOWEVER, that CBC shall (A) use reasonable efforts to disclose such material transaction or other matter Form S-3 as soon as such form is available for use by the Company to register the Registrable Securities for sale in its good faith judgment it is prudent the manner specified in such plan of distribution (including by filing a post-effective amendment on Form S-3 to do so and (B) may so postpone such the then existing Shelf Registration Statement), and, to the extent the Company seeks to register the Registrable Securities on Form S-3 by filing only if all other persons who are named as selling securityholders under then effective registration statements filed by CBC with a new Shelf Registration Statement, the Commission and all directors of CBC are advised Company shall maintain the effectiveness of the fact that a material transaction or other matter is not being disclosed during Shelf Registration Statement then in effect until such time as such Shelf Registration Statement on Form S-3 has been declared effective by the length of such postponement and of the consequences of such nondisclosure under the 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 thereofCommission.