Common use of Filing of Registration Statement Clause in Contracts

Filing of Registration Statement. If, at any time after the first anniversary of the date hereof, the Company proposes to register, for its own account or for the account of any other Person any of its securities (an “Incidental Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) for sale to the public, it will at each such time give prompt written notice to all Stockholders of its intention to do so, which notice shall be given at least thirty (30) days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder to include Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in such Incidental Registration (which request shall (i) be made within fifteen (15) days after the receipt of any such notice, and (ii) specify the Registrable Securities intended to be included by such holder), Company will use all commercially reasonable efforts to effect the registration of all Registrable Securities that Company has been so requested to register by such Stockholder; provided , however , that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, Company shall determine for any reason to terminate such registration statement and not to register such securities, Company may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons in connection with such registration.

Filing of Registration Statement. If, If the Company at any time after the first anniversary of the date hereof, the Company proposes to register, for its own account or for the account of any other Person another Person, any of its securities Common Stock (an “"Incidental Registration”") under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) thereto or Section 2.1 hereof and other than pursuant to a Demand Request), for sale to the publicpublic in a Public Offering, it will at each such time give prompt written notice to all Stockholders of its intention to do so, which notice shall be given at least thirty (30) days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder entitled to receive such notice to include Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in under such Incidental Registration registration statement (which request shall (i) be made within fifteen (15) days after the receipt of any such notice, and (ii) specify the Registrable Securities intended to be included by such holder), the Company will use all commercially its reasonable efforts to effect the registration of all Registrable Securities that the Company has been so requested to register by such Stockholder; provided provided, however however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to terminate such registration statement and not to register such securities, the Company may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons in connection with such registration.

Filing of Registration Statement. If, at any time after the first (1st) anniversary of the date hereof, hereof the Company proposes to register, for its own account or for the account of any other Person any of its securities (an “Incidental Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 S 4 or Form S-8 S 8 or any successor forms thereto) for sale to the public, it will at each such time give prompt written notice to all Stockholders of its intention to do so, which notice shall be given at least thirty (30) days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder to include Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in such Incidental Registration statement (which request shall (i) be made within fifteen (15) days after the receipt of any such notice, and (ii) specify the Registrable Securities intended to be included by such holder), the Company will use all commercially reasonable efforts to effect the registration of all Registrable Securities that the Company has been so requested to register by such Stockholder; provided provided, however however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to terminate such registration statement and not to register such securities, the Company may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons in connection with such registration.

Filing of Registration Statement. If, If the Company at any time after the first anniversary of the date hereof, the Company proposes to register, for its own account or for the account of any other Person register any of its securities Common Stock (an “Incidental Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) , solely in connection with securities to be issued in a merger, acquisition of stock or assets of another Person or in a similar transaction, or relating solely to securities issued or to be issued under any employee stock option or purchase plan), for sale to the publicin a Public Offering, it will at each such time give prompt written notice to all Stockholders the Shareholder of its intention to do so, which notice shall be given at least thirty (30) days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder the Shareholder to include Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in his Shares under such Incidental Registration registration statement (which request shall (i) be made within fifteen thirty (1530) days after the receipt of any such notice, notice and (ii) shall specify the Registrable Securities Shares intended to be included disposed of by such holderthe Shareholder), the Company will use all commercially reasonable efforts to effect the registration of all Registrable Securities Shares that the Company has been so requested to register by such Stockholderthe Shareholder; provided provided, however however, that if, at any time after giving written notice of its intention to register any securities and prior to securities, the effective date of the registration statement filed in connection with such registration, Company shall determine for any reason to terminate such registration statement and not to register such securitiessecurities or to delay or not complete that sale of any securities covered by such registration statement, the Company may, at its election, give written notice of such determination to each such holder the Shareholder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons Shares in connection with such registration, and may withdraw the filing or effectiveness of such registration, provided the Company reimburse the Shareholder for any Selling Expenses incurred by Shareholder as a result of Shareholder’s request and the Company’s determination.

Filing of Registration Statement. If, If the Company at any time after the first anniversary of the date hereof, the Company proposes to register, for its own account or for the account of any other Person register any of its securities Common Stock (an “"Incidental Registration”") under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) for sale to the publicpublic in a public offering, it will at each such time give prompt written notice to all Stockholders holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least thirty (30) days Business Days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder such holder to include Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in its shares under such Incidental Registration registration statement (which request shall (i) be made within fifteen (15) days Business Days after the receipt of any such notice, notice and (ii) shall specify the Registrable Securities intended to be included disposed of by such holder), the Company will use all commercially reasonable its best efforts to effect the registration of all Registrable Securities that the Company has been so requested to register by such Stockholderholder; provided provided, however however, that if, if at any time after giving written notice of its intention to register any securities Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to terminate such registration statement and not to register such securitiesproceed with the Incidental Registration, the Company may, at its election, give written notice of such determination to each such holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons in connection with such registration.

Filing of Registration Statement. If, If WRC at any time after the first anniversary of the date hereof, the Company proposes to register, for its own account or for the account of any other Person register any of its securities Capital Stock or Rights (an “Incidental Registration”) under the Securities Act (other than pursuant to Section 2.01 or pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) ), for sale to the publicin a Public Offering, including, without limitation, in connection with its Initial Public Offering, it will at each such time give prompt written notice to all Stockholders holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least thirty (30) days 20 Business Days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder such holder to include its Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in under such Incidental Registration registration statement (which request shall (i) be made within fifteen (15) days ten Business Days after the receipt of any such notice, notice and (ii) shall specify the Registrable Securities intended to be included disposed of by such holder), Company WRC will use all commercially its reasonable best efforts to effect the registration of all Registrable Securities that Company WRC has been so requested to register by such Stockholderholder; provided provided, however however, that if, at any time after giving written notice of its intention to register any securities Capital Stock or Rights and prior to the effective date of the registration statement filed in connection with such registration, Company WRC shall determine for any reason to terminate such registration statement and not to register such securitiesCapital Stock or Rights, Company WRC may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons holders in connection with such registration.

Filing of Registration Statement. If, If the Company at any time after the first anniversary of the date hereof, the Company proposes to register, for its own account or for the account of any other Person register any of its securities Common Stock (an “Incidental a "Registration”") under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) , in connection with an offer made solely to existing Security holders or employees of the Company), for sale to the publicpublic in a Public Offering, it will at will, on each such time occasion, give prompt written notice to all Stockholders holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least thirty (30) days Business Days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder such holder to include Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in its shares under such Incidental Registration registration statement (which request shall (i) be made within fifteen (15) days Business Days after the receipt of any such notice, notice and (ii) shall specify the Registrable Securities intended to be included disposed of by such holder), the Company will use all commercially reasonable its best efforts to effect the registration of all Registrable Securities that the Company has been so requested to register by such Stockholderholder; provided provided, however however, that if, at any time after giving written notice of its intention to register any securities Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to terminate such registration statement and not to register such securitiesCommon Stock, the Company may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons in connection with such registration.

Filing of Registration Statement. If, If the Company at any time after the first anniversary of the date hereof, the Company proposes to register, for its own account or for the account of any other Person register any of its securities Common Stock (an “Incidental Registration”"INCIDENTAL REGISTRATION") under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) , in connection with an offer made solely to existing Security holders or employees of the Company), for sale to the publicin an underwritten Public Offering, it will at each such time give prompt written notice to all Stockholders holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least thirty fifteen (3015) days Business Days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder such holder to include Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in its shares under such Incidental Registration registration statement (which request shall (i) be made within fifteen ten (1510) days Business Days after the receipt of any such notice, notice and (ii) shall specify the Registrable Securities intended to be included disposed of by such holder), the Company will use all commercially reasonable its best efforts to effect the registration of all Registrable Securities that the Company has been so requested to register by such Stockholderholder; provided provided, however however, that if, at any time after giving written notice of its intention to register any securities Securities for sale in connection with an underwritten Public Offering and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to terminate such registration statement and not to register such securitiesSecurities, the Company may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons in connection with such registration.

Filing of Registration Statement. If, at any time after the first anniversary of the date hereof, If the Company proposes to register, register any of its securities (x) for its own account in its initial Public Offering and includes in such registration any securities to be sold for the account of any other Person; or (y) for its own account or for the account of any other Person at any of time after its securities initial Public Offering (other than a Required Registration) (any such proposed registration being an “"Incidental Registration”") under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) thereto or Section 3.1 hereof), for sale to the publicpublic in a Public Offering, it will at each such time give prompt written notice to all Stockholders of its intention to do so, which notice shall be given at least thirty (30) days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder to include Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in under such Incidental Registration registration statement (which request shall (i) be made within fifteen (15) days after the receipt of any such notice, and (ii) specify the Registrable Securities intended to be included by such holder), the Company will use all commercially its reasonable efforts to effect the registration of all Registrable Securities that the Company has been so requested to register by such Stockholder; provided , however , that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to terminate such registration statement and not to register such securities, the Company may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons in connection with such registration.

Filing of Registration Statement. If, If the Parent at any time after the first anniversary of the date hereof, the Company proposes to register, for its own account or for the account of any other Person register any of its securities Common Stock pursuant to a demand or request by any Other Stockholder to register Securities held by such Other Stockholder (an “Incidental Registration”"INCIDENTAL REGISTRATION") under the Securities Act (other than but not including any registration initiated by the Parent for the purpose of selling shares for its own account, or any registration pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) , in connection with an offer made solely to existing Security holders or employees of the Parent), for sale to the publicin a Public Offering, it will at each such time give prompt written notice to all Stockholders holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least thirty (30) days Business Days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder such holder to include its Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in under such Incidental Registration registration statement (which request shall (i) be made within fifteen (15) days Business Days after the receipt of any such notice, notice and (ii) shall specify the Registrable Securities intended to be included disposed of by such holder), Company the Parent will use all commercially reasonable its best efforts to effect the registration of all Registrable Securities that Company the Parent has been so requested to register by such Stockholderholder; provided provided, however however, that if, at any time after giving written notice of its intention to register any securities Securities and prior to the effective date of the registration statement filed in connection with such registration, Company the Parent shall determine for any reason to terminate such registration statement and not to register such securitiesSecurities, Company the Parent may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons in connection with such registration.

Filing of Registration Statement. If, If the Parent at any time after the first anniversary of the date hereof, the Company proposes to register, for its own account or for the account of any other Person register any of its securities Common Stock pursuant to a demand or request by any Other Stockholder to register Securities held by such Other Stockholder (an “"Incidental Registration”") under the Securities Act (other than but not including any registration initiated by the Parent for the purpose of selling shares for its own account, or any registration pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) , in connection with an offer made solely to existing Security holders or employees of the Parent), for sale to the publicin a Public Offering, it will at each such time give prompt written notice to all Stockholders holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least thirty (30) days Business Days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder such holder to include its Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in under such Incidental Registration registration statement (which request shall (i) be made within fifteen (15) days Business Days after the receipt of any such notice, notice and (ii) shall specify the Registrable Securities intended to be included disposed of by such holder), Company the Parent will use all commercially reasonable its best efforts to effect the registration of all Registrable Securities that Company the Parent has been so requested to register by such Stockholderholder; provided provided, however however, that if, at any time after giving written notice of its intention to register any securities Securities and prior to the effective date of the registration statement filed in connection with such registration, Company the Parent shall determine for any reason to terminate such registration statement and not to register such securitiesSecurities, Company the Parent may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons in connection with such registration.

Filing of Registration Statement. If, If the Company at any time after the first anniversary of the date hereof, the Company proposes to register, for its own account or for the account of any other Person register any of its securities Common Stock (an “Incidental Registration”"INCIDENTAL REGISTRATION") under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) , in connection with an offer made solely to existing Security holders or employees of the Company), for sale to the publicpublic in a public offering, it will at each such time give prompt written notice to all Stockholders holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least thirty sixty (3060) days Business Days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder such holder to include Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in its shares under such Incidental Registration registration statement (which request shall (i) be made within fifteen (15) days Business Days after the receipt of any such notice, notice and (ii) shall specify the Registrable Securities intended to be included disposed of by such holder), the Company will use all commercially reasonable its best efforts to effect the registration of all Registrable Securities that the Company has been so requested to register by such Stockholderholder; provided provided, however however, that if, at any time after giving written notice of its intention to register any securities Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to terminate such registration statement and not to register such securitiesSecurities, the Company may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons in connection with such registration.

Filing of Registration Statement. If, It the Company at any time after the first anniversary of the date hereof, the Company proposes to register, for on its own account behalf or for the account on behalf of any other Person to register any of its securities Common Stock (an “"Incidental Registration”") under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) , in connection with an offer made solely to existing holders of securities of the Company or employees of the Company), for sale to the publicin a Public Offering, it will at each such time give prompt written notice to all Stockholders holders of Registrable Securities of its intention to do so, which notice shall be given at least thirty (30) 30 business days prior to the date that a registration statement relating to such registration Incidental Registration is proposed to be filed with the SEC. Upon the written request of any Stockholder such holder to include Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in its shares under such Incidental Registration registration statement (which request shall (i) be made within fifteen (15) 15 business days after the receipt of any such notice, notice and (ii) shall specify the Registrable Securities intended to be included disposed of by such holderPerson), the Company will use all commercially reasonable its best efforts to effect the registration of all Registrable Securities that the Company has been so requested to register by such Stockholderholder; provided provided, however however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to terminate such registration statement and not to register all such securities, the Company may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons holders in connection with such registrationIncidental Registration.

Filing of Registration Statement. If, If the Parent at any time after the first anniversary of the date hereof, the Company ----------------------------------- proposes to register, for its own account or for the account of any other Person register any of its securities Common Stock or Rights (an “"Incidental Registration”") under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) , solely in connection with Securities to be issued in a merger, acquisition of stock or assets of another Person or in a similar transaction, or relating solely to Securities issued or to be issued under any employee stock option or purchase plan), for sale to the publicin a Public Offering, it will at each such time give prompt written notice to all Stockholders each Investor of its intention to do so, which notice shall be given at least thirty (30) days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder Investor to include Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in its shares under such Incidental Registration registration statement (which request shall (i) be made within fifteen thirty (1530) days after the receipt of any such notice, notice and (ii) shall specify the Registrable Securities intended to be included disposed of by such holderthe Investor), Company the Parent will use all commercially reasonable efforts to effect the registration of all Registrable Securities that Company the Parent has been so requested to register by such Stockholderthe Investor; provided provided, however however, that if, at any time after giving written notice of its intention to register any securities and prior to Securities, the effective date of the registration statement filed in connection with such registration, Company Parent shall determine for any reason to terminate such registration statement and not to register such securitiesSecurities or to delay or not complete that sale of any Securities covered by such registration statement, Company the Parent may, at its election, give written notice of such determination to each such holder Investor and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons any Investor in connection with such registration, and may withdraw the filing or effectiveness of such registration.

Filing of Registration Statement. If, If the Company at any time after the first anniversary of the date hereof, the Company proposes to register, for its own account or for the account of any other Person register any of its securities Common Stock (an “Incidental Registration”"INCIDENTAL REGISTRATION") under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) , in connection with an offer made solely to existing Security holders or employees of the Company), for sale to in an underwritten Public Offering closing on or after the publicEffective Date, it will at each such time give prompt written notice to all Stockholders holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least thirty fifteen (3015) days Business Days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder such holder to include Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in its shares under such Incidental Registration registration statement (which request shall (i) be made within fifteen ten (1510) days Business Days after the receipt of any such notice, notice and (ii) shall specify the Registrable Securities intended to be included disposed of by such holder), the Company will use all commercially reasonable its best efforts to effect the registration of all Registrable Securities that the Company has been so requested to register by such Stockholderholder; provided PROVIDED, however HOWEVER, that if, at any time after giving written notice of its intention to register any securities Securities for sale in connection with an underwritten Public Offering and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to terminate such registration statement and not to register such securitiesSecurities, the Company may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons in connection with such registration.

Filing of Registration Statement. If, If the Company at any time after the first anniversary of the date hereof, the Company proposes to register, for its own account or for the account of any other Person another Person, any of its securities (an “"Incidental Registration”") under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) thereto and other than pursuant to Section 3.1 hereof), for sale to the publicpublic in a Public Offering, it will at each such time give prompt written notice to all Stockholders of its intention to do so, which notice shall be given at least thirty fifteen (3015) days Business Days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder to include Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in under such Incidental Registration registration statement (which request shall (i) be made within fifteen ten (1510) days Business Days after the receipt of any such notice, and (ii) specify the Registrable Securities intended to be included by such holder), the Company will use all commercially its reasonable efforts to effect the registration of all Registrable Securities that the Company has been so requested to register by such Stockholder; provided provided, however however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to terminate such registration statement and not to register such securities, the Company may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons in connection with such registration.

Filing of Registration Statement. If, If the Parent or either Company at any time after the first anniversary of the date hereof, the Company proposes to register, for its own account or for the account of any other Person register any of its securities Capital Stock or Rights (an “"Incidental Registration”") under the Securities Act (other than pursuant to Section 2.01 or pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) ), for sale to the publicin a Public Offering, including, without limitation, in connection with its initial Public Offering, it will at each such time give prompt written notice to all Stockholders holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least thirty (30) days 20 Business Days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder such holder to include its Registrable Securities held by it that are not otherwise covered issued by the Shelf Registration Statement Parent or a Demand Registration Statement in such Incidental Registration Company, as the case may be, under such registration statement (which request shall (i) be made within fifteen (15) days 10 Business Days after the receipt of any such notice, notice and (ii) shall specify the Registrable Securities intended to be included disposed of by such holder), Company the Parent will use all commercially reasonable its best efforts to effect the registration of all Registrable Securities that Company the Parent has been so requested to register by such Stockholderholder (which, with respect to Registrable Securities requested to be included in such Incidental Registration which are Warrants, shall, at the option of the DLJMB Entities, include a shelf registration statement covering the common stock for which such Warrants are exercisable); provided PROVIDED, however HOWEVER, that if, at any time after giving written notice of its intention to register any securities Capital Stock or Rights and prior to the effective date of the registration statement filed in connection with such registration, the Parent or the applicable Company shall determine for any reason to terminate such registration statement and not to register such securitiesCapital Stock or Rights, the Parent or the applicable Company may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons holders in connection with such registration.

Filing of Registration Statement. If, at any time after the first anniversary of the date hereof, hereof the Company proposes to register, for its own account or for the account of any other Person any of its securities under the Securities Act for sale to the public (other than an Excluded Registration) (an “Incidental Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) for sale to the public), it will at each such time give prompt written notice to all Stockholders holders of Registrable Securities that are not included in an effective registration statement filed pursuant to Section 2(a) of its intention to do so, which notice shall be given at least thirty (30) days prior to the date that a registration statement relating to such registration is proposed to be filed with the SECSecurities and Exchange Commission. Upon the written request of any Stockholder Investor to include Registrable Securities held by it or Other Investors that are not otherwise covered by the a Shelf Registration Statement or a Demand Registration Statement in such Incidental Registration statement (which request shall (i) be made within fifteen (15) days after the receipt of any such notice, and (ii) specify the Registrable Securities intended to be included by such holder), the Company will use all commercially reasonable efforts will, subject to the last sentence of this Section 3(a), Section 3(b) and the fourth to last sentence of Section 2(a), effect the registration of all Registrable Securities that the Company has been so requested to register by such Stockholder; provided . The Company may, however in its sole discretion, that ifrefuse to file, at withdraw, refuse to request acceleration or suspend the use of any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement for an Incidental Registration. Any registration statement filed in connection with such registration, Company shall determine for any reason respect of an Incidental Registration is referred to terminate such registration statement and not to register such securities, Company may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons in connection with such registrationthis Agreement as an "Incidental Registration Statement."

Filing of Registration Statement. If, If the Company at any time after the first anniversary of the date hereof, the Company proposes to register, for its own account or for the account of any other Person another Person, any of its securities (an “"Incidental Registration”") under the Securities Act (other than pursuant to a registration statement on Form S-4 S 4 or Form S-8 S 8 or any successor forms thereto) thereto and other than pursuant to Section 3.1 hereof), for sale to the publicpublic in a Public Offering, it will at each such time give prompt written notice to all Stockholders of its intention to do so, which notice shall be given at least thirty fifteen (3015) days Business Days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder to include Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in under such Incidental Registration registration statement (which request shall (i) be made within fifteen ten (1510) days Business Days after the receipt of any such notice, and (ii) specify the Registrable Securities intended to be included by such holder), the Company will use all commercially its reasonable efforts to effect the registration of all Registrable Securities that the Company has been so requested to register by such Stockholder; provided provided, however however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to terminate such registration statement and not to register such securities, the Company may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons in connection with such registration.

Filing of Registration Statement. If, If the Company at any time after the first anniversary of the date hereof, the Company -------------------------------- proposes to register, for its own account or for the account register any shares of any other Person any of its securities Common Stock (an “"Incidental Registration”") under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) , in connection with an offer made solely to existing Security holders or employees of the Company), for sale to the publicpublic in a public offering, it will at each such time give giv prompt written notice to all Stockholders holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least thirty (30) days Business Days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder such holder to include Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in its shares under such Incidental Registration registration statement (which request shall (i) be made within fifteen (15) days Business Days after the receipt of any such notice, notice and (ii) shall specify the Registrable Securities intended to be included disposed of by such holder), the Company will use all commercially reasonable its best efforts to effect the registration of all Registrable Securities that the Company has been so requested to register by such Stockholderholder; provided provided, however however, that if, at any time after giving written notice of its intention to register any securities Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to terminate such registration statement and not to register such securitiesshares of Common Stock, the Company may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons in connection with such registration.

Filing of Registration Statement. If, If the Company at any time after the first anniversary of the date hereof, the Company -------------------------------- proposes to register, for its own account or for the account register any shares of any other Person any of its securities Common Stock (an “"Incidental Registration”") under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) , in connection with an offer made solely to existing Security holders or employees of the Company), for sale to the publicpublic in a public offering, it will at each such time give prompt written notice to all Stockholders holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least thirty (30) days Business Days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder such holder to include Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in its shares under such Incidental Registration registration statement (which request shall (i) be made within fifteen (15) days Business Days after the receipt of any such notice, notice and (ii) shall specify the Registrable Securities intended to be included disposed of by such holder), the Company will use all commercially reasonable its best efforts to effect the registration of all Registrable Securities that the Company has been so requested to register by such Stockholderholder; provided provided, however however, that if, at any time after giving written notice of its intention to register any securities Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to terminate such registration statement and not to register such securitiesshares of Common Stock, the Company may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons in connection with such registration.

Filing of Registration Statement. IfIf the Company: (i) proposes to conduct the IPO it will at each such time give prompt written notice to all Major Stockholders of its intention to do so, which notice shall be given at least thirty (30) days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC; or (ii) at any time after the first anniversary of the date hereof, the Company IPO proposes to register, for its own account or for the account of any other another Person who is not a party to this Agreement, any of its securities (an “Incidental Registration”) under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) thereto or Section 3.1), for sale to the publicpublic in a Public Offering, it will at each such time give prompt written notice to all Stockholders of its intention to do so, which notice shall be given at least thirty (30) days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Major Stockholder or Stockholder, as the case may be, to include Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in under such Incidental Registration registration statement (which request shall (i) be made within fifteen (15) days after the receipt of any such notice, and (ii) specify the Registrable Securities intended to be included by such holder), the Company will use all commercially its reasonable efforts to effect the registration of all Registrable Securities that the Company has been so requested to register by such Stockholder; provided provided, however however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to terminate such registration statement and not to register such securities, the Company may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons in connection with such registration; and provided, further, that Management Stockholders shall have the right to request inclusion of their respective Registrable Securities under such registration statement only in the event that at least one Major Stockholder has also elected to include all or a portion of its Registrable Securities under such registration statement.

Filing of Registration Statement. If, If the Company at any time after the first anniversary of the date hereof, the Company proposes to register, for its own account or for the account of any other Person register any of its securities Common Units (an “"Incidental Registration”") under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) , in connection with an offer made solely to existing Security holders or employees of the Company), for sale to the publicpublic in a public offering, it will at each such time give prompt written notice to all Stockholders holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least thirty (30) days Business Days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder such holder to include Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in its shares under such Incidental Registration registration statement (which request shall (i) be made within fifteen (15) days Business Days after the receipt of any such notice, notice and (ii) shall specify the Registrable Securities intended to be included disposed of by such holder), the Company will use all commercially reasonable its best efforts to effect the registration of all Registrable Securities that the Company has been so requested to register by such Stockholderholder; provided provided, however however, that if, at any time after giving written notice of its intention to register any securities Securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to terminate such registration statement and not to register such securitiesCommon Units, the Company may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons in connection with such registration.

Filing of Registration Statement. If, If the Company at any time after the first anniversary of the date hereof, the Company proposes to register, for its own account or for the account of another Person (other than any other Person Harvest Fund), any of its securities (an “"Incidental Registration”") under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) thereto and other than pursuant to Section 3.1 hereof), for sale to the publicpublic in a Public Offering (other than the Company's initial Public Offering), it will at each such time give prompt written notice to all Stockholders of its intention to do so, which notice shall be given at least thirty fifteen (3015) days Business Days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder to include Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in under such Incidental Registration registration statement (which request shall (i) be made within fifteen ten (1510) days Business Days after the receipt of any such notice, and (ii) specify the Registrable Securities intended to be included by such holder), the Company will use all commercially its reasonable efforts to effect the registration of all Registrable Securities that the Company has been so requested to register by such Stockholder; provided provided, however however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to terminate such registration statement and not to register such securities, the Company may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons in connection with such registration.

Filing of Registration Statement. If, If the Company at any time after the first anniversary of the date hereof, the Company proposes to register, for its own account or for the account of any other Person register any of its securities Common Stock (an “Incidental Registration”"INCIDENTAL REGISTRATION") under the Securities Act (other than pursuant to a registration statement on Form S-4 or Form S-8 or any successor forms thereto) , in connection with an offer made solely to existing Security holders or employees of the Company), for sale to the publicin a Public Offering, it will at each such time give prompt written notice to all Stockholders holders of Registrable Securities of its intention to do so, which notice shall be given to all such holders at least thirty (30) days Business Days prior to the date that a registration statement relating to such registration is proposed to be filed with the SEC. Upon the written request of any Stockholder such holder to include Registrable Securities held by it that are not otherwise covered by the Shelf Registration Statement or a Demand Registration Statement in its shares under such Incidental Registration registration statement (which request shall (i) be made within fifteen (15) days Business Days after the receipt of any such notice, notice and (ii) shall specify the Registrable Securities intended to be included disposed of by such holder), the Company will use all commercially reasonable its best efforts to effect the registration of the offering and sale of all Registrable Securities that the Company has been so requested to register by such Stockholderholder; provided PROVIDED, however HOWEVER, that if, at any time after giving written notice of its intention to register any securities Common Stock and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason to terminate such registration statement and not to register such securitiesCommon Stock, the Company may, at its election, give written notice of such determination to each such holder and, thereupon, shall be relieved of its obligation to register any Registrable Securities of such Persons holders in connection with such registration.