Common use of INCIDENTAL REGISTRATION; FORM S-3 REGISTRATION Clause in Contracts

INCIDENTAL REGISTRATION; FORM S-3 REGISTRATION. (a) If the Company at any time (other than pursuant to Section 4 hereof) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-4 or S-8 or another form not available for registering Restricted Stock for sale to the public), each such time it will give written notice to all holders of Restricted Stock of its intention so to do. Upon the written request of any such holder, given within 20 days after the date of receipt of any such notice, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. The Company may withdraw any such registration statement before it becomes effective or postpone the offering of securities contemplated by such registration statement without any obligation to the holders of any Restricted Stock. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Class A Common Stock, any request by a holder pursuant to this Section 5 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Class A Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of Class A Common Stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such an underwriting may be reduced (in accordance with Section 11 hereof) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that if any shares are to be included in such underwriting for the account of any person other than the Company, the number of shares to be included by any such person shall be reduced first; and provided further, however, that the number of any such shares held by any person other than the holders of Restricted Stock hereunder shall be reduced before the number of any such shares held by the holders of Restricted Stock hereunder is reduced. Notwithstanding anything to the contrary contained in this Section 5, in the event that there is an underwritten offering of securities of the Company pursuant to a registration covering Restricted Stock and a selling holder of Restricted Stock does not elect to sell his, her or its Restricted Stock to the underwriters of the Company’s securities in connection with such offering, such holder shall refrain from selling such Restricted Stock not registered pursuant to this Section 5 during the period of distribution of the Company’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any event, be entitled to sell its Restricted Stock in connection with such registration commencing on the 120th day after the effective date of such registration statement.

INCIDENTAL REGISTRATION; FORM S-3 REGISTRATION. (a) If the Company at any time (other than pursuant to Section 4 2 hereof) proposes to register regis­ter any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-4 S-8 (or S-8 its successor) or another form form, which is not available for registering Restricted Stock for sale to the publicpublic (or its successor)), each such time it will give prompt written notice to all holders of Restricted Stock of its intention so to dodo so. Upon the written request of any such holder, given within 20 days after the date of receipt of any such notice, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. The Company may withdraw any such registration statement before it becomes effective or postpone the offering of securities contemplated by such registration statement without any obligation to the holders of any Restricted Stock. In the event that any registration pursuant to this Section 5 3 shall be, in whole or in part, an underwritten public offering of Class A Common Stock, any request by a holder pursuant to this Section 5 3 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Class A Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of Class A Common Stock in reasonably similar circumstancesregistration. The number of shares of Common Stock, including, without limitation Restricted Stock Stock, to be included in such an underwriting may be reduced (pro rata among the requesting holders to be included in accordance with Section 11 hereofsuch registration statement) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that if any shares are to be included in such underwriting for the account of any person other than the Company, the number of shares to be included by any such person shall be reduced firstprior to the reduction in any shares to be included therein by the Company; and provided provided, further, however, that the number of any such shares of Common Stock held by any person other than the holders of Restricted Stock hereunder shall be reduced before the number of any such shares held by the holders of Restricted Stock hereunder is reduced. With respect to the first proviso of the preceding sentence, if the Company elects to reduce pro rata the amount of Restricted Stock proposed to be offered in the underwriting for the accounts of all persons other than the Company, for purposes of making any such reduction, each holder of Restricted Stock which is a partnership, together with the affiliates, partners, employees, retired partners and retired employees of such holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “person,” and any pro rata reduction with respect to such “person” shall be based upon the aggregate number of shares of Restricted Stock owned by all entities and individuals included as such “person”, as defined in this sentence (and the aggregate number so allocated to such “person” shall be allocated among the entities and individuals included in such “person” in such manner as such holder of Restricted Stock may reasonably determine). Notwithstanding anything to the contrary contained in this Section 53, in the event that there is an underwritten offering of securities of the Company pursuant to a registration covering Restricted Stock and a selling holder of Restricted Stock does not elect to sell his, her or its Restricted Re­stricted Stock to the underwriters of the Company’s securities in connection with such offering, such holder shall refrain from selling such Restricted Stock not registered pursuant to this Section 5 3 during the period of distribution of the Company’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any event, be entitled to sell its Restricted Stock in connection with such registration commencing on the 120th day after the effective date of such registration statement.

INCIDENTAL REGISTRATION; FORM S-3 REGISTRATION. (a) If the Company Parent at any time (other than pursuant to Section 4 hereof) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-4 or S-8 or another form not available for registering Restricted Registrable Stock for sale to the public), each such time it will give written notice to all holders of Restricted Registrable Stock of its intention so to dodo so. Upon the written request of any such holder, given within 20 days after the date of receipt of any such notice, to register any of its Restricted Registrable Stock (which request shall specify the aggregate number of shares of Registrable Stock to be registered and will also state the intended method of disposition thereof), the Company Parent will use its best efforts to cause the Restricted Registrable Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the CompanyParent, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Registrable Stock so registered. The Company Parent may withdraw any such registration statement before it becomes effective or postpone the offering of securities contemplated by such registration statement without any obligation to the holders of any Restricted Registrable Stock. In the event that any registration pursuant to this Section 5 2 shall be, in whole or in part, an underwritten public offering of Class A Common Stock, any request by a holder pursuant to this Section 5 2 to register Restricted Registrable Stock shall specify that either (i) such Restricted Registrable Stock is to be included in the underwriting on the same terms and conditions as the shares of Class A Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Registrable Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of Class A Common Stock common stock in reasonably similar circumstances. The number of shares of Restricted Registrable Stock to be included in such an underwriting may be reduced (in accordance with Section 11 hereofpro rata among the requesting holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company Parent therein; provided, however, that if any shares are to be included in such underwriting for the account of any person Person other than the CompanyParent, the number of shares to be included by any such person Person shall be reduced first; . With respect to the first proviso of the preceding sentence, if Parent elects to reduce pro rata the amount of Registrable Stock proposed to be offered in the underwriting for the accounts of all Persons other than Parent, for purposes of making any such reduction, each holder of Registrable Stock which is a partnership, together with the affiliates, partners, employees, retired partners and provided furtherretired employees of such holder, however, that the number estates and family members of any such shares held by partners, employees, retired partners and retired employees and of their spouses, and any person other than trusts for the holders benefit of Restricted Stock hereunder any of the foregoing Persons shall be reduced before deemed to be a single "Person," and any pro rata reduction with respect to such "Person" shall be based upon the aggregate number of any shares of Registrable Stock owned by all entities and individuals included as such shares held by "Person", as defined in this sentence (and the holders aggregate number so allocated to such "Person" shall be allocated among the entities and individuals included in such "Person" in such manner as such holder of Restricted Registrable Stock hereunder is reducedmay reasonably determine). Notwithstanding anything to the contrary contained in this Section 52, in the event that there is an underwritten offering of securities of the Company Parent pursuant to a registration covering Restricted Registrable Stock and a selling holder of Restricted Registrable Stock does not elect to sell his, her or its Restricted Registrable Stock to the underwriters of the Company’s Parent's securities in connection with such offering, such holder shall refrain from selling such Restricted Registrable Stock not registered pursuant to this Section 5 2 during the period of distribution of the Company’s Parent's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any no event, be entitled to sell its Restricted Registrable Stock in connection with such registration commencing during the 10-day period prior to, and during the 180-day period beginning on the 120th day after the effective date of such registration statementstatement if requested by the managing underwriter or underwriters.

INCIDENTAL REGISTRATION; FORM S-3 REGISTRATION. (a) If the Company at any time (other than pursuant to Section 4 hereof) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-4 or S-8 or another form not available for registering Restricted Stock for sale to the public), each such time it will give written notice to all holders of Restricted Stock of its intention so to do. Upon the written request of any such holder, given within 20 days after the date of receipt of any such notice, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. The Company may withdraw any such registration statement before it becomes effective or postpone the offering of securities contemplated by such registration statement without any obligation to the holders of any Restricted Stock. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Class A Common Stock, any request by a holder pursuant to this Section 5 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Class A Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of Class A Common Stock common stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such an underwriting may be reduced (in accordance with Section 11 hereofPRO RATA among the requesting holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; providedPROVIDED, howeverHOWEVER, that if any shares are to be included in such underwriting for the account of any person other than the Company, the number of shares to be included by any such person shall be reduced first; and provided furtherPROVIDED FURTHER, howeverHOWEVER, that the number of any such shares held by any person other than the holders of Restricted Stock hereunder shall be reduced before the number of any such shares held by the holders of Restricted Stock hereunder is reduced. With respect to the first proviso of the preceding sentence, if the Company elects to reduce PRO RATA the amount of Restricted Stock proposed to be offered in the underwriting for the accounts of all persons other than the Company, for purposes of making any such reduction, each holder of Restricted Stock which is a partnership, together with the affiliates, partners, employees, retired partners and retired employees of such holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "person," and any PRO RATA reduction with respect to such "person" shall be based upon the aggregate amount of shares of Restricted Stock owned by all entities and individuals included as such "person", as defined in this sentence (and the aggregate amount so allocated to such "person" shall be allocated among the entities and individuals included in such "person" in such manner as such holder of Restricted Stock may reasonably determine). Notwithstanding anything to the contrary contained in this Section 5, in the event that there is an underwritten offering of securities of the Company pursuant to a registration covering Restricted Stock and a selling holder of Restricted Stock does not elect to sell his, her or its Restricted Stock to the underwriters of the Company’s 's securities in connection with such offering, such holder shall refrain from selling such Restricted Stock not registered pursuant to this Section 5 during the period of distribution of the Company’s 's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; providedPROVIDED, howeverHOWEVER, that such holder shall, in any event, be entitled to sell its Restricted Stock in connection with such registration commencing on the 120th day after the effective date of such registration statement.

INCIDENTAL REGISTRATION; FORM S-3 REGISTRATION. (a) For purposes of this Section 8, the term "REGISTRABLE SHARES" shall mean only shares of Common Stock of the same class and series as shall have been offered and sold in the Initial Public Offering or in the registration giving rise to the rights under this Section 8. The Company hereby agrees that the Initial Public Offering shall be of the same class of Common Stock of the Company as the Common Stock issuable upon exercise of the Equity Equivalents issued with the Notes. If the Company at any time (other than pursuant to Section 4 hereof) after the Initial Public Offering proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-4 or S-8 or another form form, which is not available for registering Restricted Stock Registrable Shares for sale to the public), each such time it will give prompt written notice to all holders of Restricted Stock each Other Stockholder and each Institutional Investor of its intention so to dodo so. Upon the written request of any such holderPerson, given within 20 days after the date of receipt of any such notice, to register any of its Restricted Stock Registrable Shares (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock Registrable Shares as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock Registrable Shares so registered. The Company may withdraw any such registration statement before it becomes effective or postpone the offering of securities contemplated by such registration statement without any obligation to the holders of any Restricted StockRegistrable Shares. In the event that any registration pursuant to this Section 5 8 shall be, in whole or in part, an underwritten public offering of Class A Common Stock, any request by a holder pursuant to this Section 5 8 to register Restricted Stock Registrable Shares shall specify that either (i) such Restricted Stock is Registrable Shares are to be included in the underwriting on the same terms and conditions as the shares of Class A Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is Registrable Shares are to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of Class A Common Stock common stock in reasonably similar circumstances. The number of shares of Restricted Common Stock to be included in such an underwriting may be reduced (in accordance with Section 11 hereofpro rata among the requesting holders of Registrable Shares pursuant to this Section) if and to the extent that the managing underwriter shall be of the opinion (and shall so state in writing) that such inclusion would adversely affect the marketing of the securities to be sold by the Company, or in the case of an underwriting pursuant to a Stockholder's demand registration rights, if any, such demanding Stockholder, therein. If the Company therein; provided, however, that if any shares are elects to reduce pro rata the amount of Registrable Shares proposed to be offered in the underwriting for the accounts of all persons other than the Company or the demanding Stockholder, as the case may be, for purposes of making any such reduction, each holder of Registrable Shares which is a partnership, together with the affiliates, partners, employees, retired partners and retired employees of such holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "person," and any pro rata reduction with respect to such "person" shall be based upon the aggregate number of Registrable Shares owned by all entities and individuals included as such "person", as defined in this sentence (and the aggregate number so allocated to such "person" shall be allocated among the entities and individuals included in such underwriting for the account "person" in such manner as such holder of any person other than the Company, the number of shares to be included by any such person shall be reduced first; and provided further, however, that the number of any such shares held by any person other than the holders of Restricted Stock hereunder shall be reduced before the number of any such shares held by the holders of Restricted Stock hereunder is reducedRegistrable Shares may reasonably determine). Notwithstanding anything to the any contrary contained provision in this Section 58, in the event that there is an underwritten offering of securities of the Company pursuant to a registration statement covering Restricted Stock Registrable Shares and a selling holder of Restricted Stock Registrable Shares does not elect to sell his, her or its Restricted Stock Registrable Shares to the underwriters of the Company’s 's securities in connection with such offering, such holder shall refrain from selling such Restricted Stock Registrable Shares not registered pursuant to this Section 5 8 during the period of distribution of the Company’s 's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any event, be entitled to sell its Restricted Stock in connection with such registration Registrable Shares commencing on the 120th day after the effective date of such registration statement.

INCIDENTAL REGISTRATION; FORM S-3 REGISTRATION. (a) If the Company at any time (other than pursuant to Section 4 2 hereof, unless the consent required pursuant to Section 2(c) has been obtained) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-4 or S-8 or another form form, which is not available for registering Restricted Stock Shares for sale to the public), each such time it will give prompt written notice to all holders of Restricted Stock Shares of its intention so to dodo so. Upon the written request of any such holder, given within 20 days after the date of receipt of any such notice, to register any of its Restricted Stock Shares (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock Shares as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock Shares so registered; provided, however, that if an Institutional Investor remains a shareholder no holder who is not an Institutional Investor may require the Company to register Restricted Shares owned by such holder unless at least one Institutional Investor has made such request to register any of its Restricted Shares. The Company may withdraw any such registration statement before it becomes effective or postpone the offering of securities contemplated by such registration statement without any obligation to the holders of any Restricted StockShares. In the event that any registration pursuant to this Section 5 3 shall be, in whole or in part, an underwritten public offering of Class A Common StockShares, any request by a holder pursuant to this Section 5 to register Restricted Stock shall specify that either (i) such Restricted Stock is to Shares shall be included in the underwriting on the same terms and conditions as the shares of Class A Common Stock Shares otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of Class A Common Stock in reasonably similar circumstancesregistration. The number of shares of Common Shares, including, without limitation Restricted Stock Shares, to be included in such an underwriting may be reduced (in accordance with Section 11 hereofpro rata among the requesting holders of Restricted Shares) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that if any shares are to be included in such underwriting for the account of any person other than the CompanyCompany or any holder of Restricted Shares, the number of shares to be included by any such person shall be reduced first; first to zero, if necessary, before any Restricted Shares are reduced. With respect to the cutbacks described in the preceding sentence, if the Company elects to reduce pro rata the amount of Restricted Shares proposed to be offered in the underwriting for the accounts of holders of Restricted Shares, for purposes of making any such reduction, each holder of Restricted Shares which is a partnership, together with the affiliates, partners, employees, retired partners and provided furtherretired employees of such holder, however, that the number estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "person," and any pro rata reduction with respect to such "person" shall be based upon the aggregate number of shares held of Restricted Shares owned by any person other than all entities and individuals included as such "person", as defined in this sentence (and the aggregate number so allocated to such "person" shall be allocated among the entities and individuals included in such "person" in such manner as such holders of Restricted Stock hereunder shall be reduced before the number of any such shares held by the holders of Restricted Stock hereunder is reduced. Notwithstanding anything to the contrary contained in this Section 5, in the event that there is an underwritten offering of securities of the Company pursuant to a registration covering Restricted Stock and a selling holder of Restricted Stock does not elect to sell his, her or its Restricted Stock to the underwriters of the Company’s securities in connection with such offering, such holder shall refrain from selling such Restricted Stock not registered pursuant to this Section 5 during the period of distribution of the Company’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any event, be entitled to sell its Restricted Stock in connection with such registration commencing on the 120th day after the effective date of such registration statementShares may reasonably determine).

INCIDENTAL REGISTRATION; FORM S-3 REGISTRATION. (a) If the Company at any time (other than pursuant to Section 4 hereof) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-4 or S-8 or another form not available for registering Restricted Stock for sale to the public), each such time it will give written notice to all holders of Restricted Stock of its intention so to dodo so. Upon the written request of any such holder, given within 20 days after the date of receipt of any such notice, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. The Company may withdraw any such registration statement before it becomes effective or postpone the offering of securities contemplated by such registration statement without any obligation to the holders of any Restricted Stock. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Class A Common Stock, any request by a holder pursuant to this Section 5 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Class A Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of Class A Common Stock common stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such an underwriting may be reduced (in accordance with Section 11 hereofpro rata among the requesting holders) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that if any shares are to be included in such underwriting for the account of any person other than the Company, the number of shares to be included by any such person shall be reduced first; and provided further, however, that the number of any such shares held by any person other than the holders of Restricted Stock hereunder shall be reduced before the number of any such shares held by the holders of Restricted Stock hereunder is reduced. With respect to the first proviso of the preceding sentence, if the Company elects to reduce pro rata the amount of Restricted Stock proposed to be offered in the underwriting for the accounts of all persons other than the Company, for purposes of making any such reduction, each holder of Restricted Stock which is a partnership, together with the affiliates, partners, employees, retired partners and retired employees of such holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “person,” and any pro rata reduction with respect to such “person” shall be based upon the aggregate number of shares of Restricted Stock owned by all entities and individuals included as such “person”, as defined in this sentence (and the aggregate number so allocated to such “person” shall be allocated among the entities and individuals included in such “person” in such manner as such holder of Restricted Stock may reasonably determine). Notwithstanding anything to the contrary contained in this Section 5, in the event that there is an underwritten offering of securities of the Company pursuant to a registration covering Restricted Stock and a selling holder of Restricted Stock does not elect to sell his, her or its Restricted Stock to the underwriters of the Company’s securities in connection with such offering, such holder shall refrain from selling such Restricted Stock not registered pursuant to this Section 5 during the period of distribution of the Company’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any event, be entitled to sell its Restricted Stock in connection with such registration commencing on the 120th 60th day after the effective date of such registration statement.

INCIDENTAL REGISTRATION; FORM S-3 REGISTRATION. (a) If the Company at any time (other than pursuant to Section 4 hereofhereof and other than pursuant to the Carlyle Registration Rights Agreement) proposes to register any of its securities for cash under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-4 or S-8 and Form S-8, any successor form thereto, or another form not available for registering Restricted Stock for sale to the public), each such time it will give written notice to all holders of Restricted Stock Holders of its intention so to dodo so. Upon the written request of any such holderHolder, given within 20 days after the date of receipt of any such notice, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof)Stock, the Company will use its best commercially reasonable efforts to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder Holder (in accordance with its written request) of such Restricted Stock so registered. The Company may withdraw any such registration statement before it becomes effective or postpone the offering of securities contemplated by such registration statement without any obligation to the holders of any Restricted StockHolder. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Class A Common Stock, any request by a holder pursuant to this Section 5 to register such Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Class A Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of Class A Common Stock in reasonably similar circumstancesregistration. The number of shares of Restricted Stock to be included in such an underwriting registration for the account of the Company may be reduced (in accordance with Section 11 hereofpro rata among the requesting Holders and any holders of Parity Stock requesting such registration) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that if any shares are to be included in such underwriting for the account of any person other than the CompanyCompany (other than any holder of any shares of Parity Stock), the number of shares to be included by any such person shall be reduced first; and provided further, however, that the number of any such shares held by any person other than the Holders and holders of Restricted Parity Stock hereunder shall be reduced before the number of any such shares held by the Holders and holders of Parity Stock is reduced. With respect to the first proviso of the preceding sentence, if the Company elects to reduce pro rata the amount of Restricted Stock hereunder proposed to be offered in the underwriting for the accounts of all persons other than the Company, for purposes of making any such reduction, each holder of Restricted Stock or Parity Stock which is reduceda partnership, together with the affiliates, partners, employees, retired partners and retired employees of such holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "person," and any pro rata reduction with respect to such "person" shall be based upon the aggregate number of shares of Restricted Stock or Parity Stock, as the case may be, owned by all entities and individuals included as such "person", as defined in this sentence (and the aggregate number so allocated to such "person" shall be allocated among the entities and individuals included in such "person" in such manner as such holder of Restricted Stock or Parity Stock, as the case may be, may reasonably determine). Notwithstanding anything to the contrary contained in this Section 5, in the event that there is an underwritten offering of securities of the Company pursuant to a registration covering Restricted Stock and a selling holder of Restricted Stock Holder does not elect to sell his, her or its Restricted Stock to the underwriters of the Company’s 's securities in connection with such offering, such holder shall refrain from selling such Restricted Stock not registered pursuant to this Section 5 during the period of distribution of the Company’s 's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any event, be entitled to sell its Restricted Stock in connection with such registration commencing on the 120th 180th day after the effective date of such registration statement.

INCIDENTAL REGISTRATION; FORM S-3 REGISTRATION. (a) If the Company at any time (other than pursuant to Section 4 hereof) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-4 or S-8 or another form not available for registering Restricted Stock for sale to the public), each such time it will give written notice to all holders of Restricted Stock of its intention so to do. Upon the written request of any such holder, given within 20 days after the date of receipt of any such notice, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. The Company may withdraw any such registration statement before it becomes effective or postpone the offering of securities contemplated by such registration statement without any obligation to the holders of any Restricted Stock. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Class A Common Stock, any request by a holder pursuant to this Section 5 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Class A Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of Class A Common Stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such an underwriting may be reduced (in accordance with Section 11 hereof) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that if any shares are to be included in such underwriting for the account of any person other than the Company, the number of shares to be included by any such person shall be reduced first; and provided further, however, that the number of any such shares held by any person other than the holders of Restricted Stock hereunder shall be reduced before the number of any such shares held by the holders of Restricted Stock hereunder is reduced. Notwithstanding anything to the contrary contained in this Section 5, in the event that there is an underwritten offering of securities of the Company pursuant to a registration covering Restricted Stock and a selling holder of Restricted Stock does not elect to sell his, her or its Restricted Stock to the underwriters of the Company’s 's securities in connection with such offering, such holder shall refrain from selling such Restricted Stock not registered pursuant to this Section 5 during the period of distribution of the Company’s 's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any event, be entitled to sell its Restricted Stock in connection with such registration commencing on the 120th day after the effective date of such registration statement.

INCIDENTAL REGISTRATION; FORM S-3 REGISTRATION. (a) If the Company at any time (other than pursuant to Section 4 hereof) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-4 or S-8 or another form not available for registering Restricted Stock for sale to the public), each such time it will give written notice to all holders of Restricted Stock of its intention so to do. Upon the written request of any such holder, given within 20 days after the date of receipt of any such notice, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. The Company may withdraw any such registration statement before it becomes effective or postpone the offering of securities contemplated by such registration statement without any obligation to the holders of any Restricted Stock. In the event that any registration pursuant to this Section SECTION 5 shall be, in whole or in part, an underwritten public offering of Class A Common Stock, any request by a holder pursuant to this Section SECTION 5 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Class A Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of Class A Common Stock common stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such an underwriting may be reduced (in accordance with Section 11 hereof) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; providedPROVIDED, howeverHOWEVER, that if any shares are to be included in such underwriting for the account of any person other than the Company, the number of shares to be included by any such person shall be reduced first; and provided furtherPROVIDED FURTHER, howeverHOWEVER, that the number of any such shares held by any person other than the holders of Restricted Stock hereunder shall be reduced before the number of any such shares held by the holders of Restricted Stock hereunder is reduced. Notwithstanding anything to the contrary contained in this Section SECTION 5, in the event that there is an underwritten offering of securities of the Company pursuant to a registration covering Restricted Stock and a selling holder of Restricted Stock does not elect to sell his, her or its Restricted Stock to the underwriters of the Company’s 's securities in connection with such offering, such holder shall refrain from selling such Restricted Stock not registered pursuant to this Section SECTION 5 during the period of distribution of the Company’s 's securities by such underwriters and the period in which the underwriting syndicate participates in the after market; providedPROVIDED, howeverHOWEVER, that such holder shall, in any event, be entitled to sell its Restricted Stock in connection with such registration commencing on the 120th day after the effective date of such registration statement.

INCIDENTAL REGISTRATION; FORM S-3 REGISTRATION. (a) If the Company Company, at any time following the exercise of the Warrant or the conversion of the Note (other than pursuant to Section 4 hereof) 2 above), proposes to register Register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-4 or S-8 S-0, Xxxx X-0 or another form not available for registering Restricted Registrable Stock for sale to the public), each such time it will give written notice to all holders of Restricted Stock the Holder of its intention so to dodo so. Upon the written request of any such holderthe Holder, given within 20 Twenty (20) days after the date of receipt of any such notice, to register Register any of its Restricted Stock Registrable Shares (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock Registrable Shares as to which registration Registration shall have been so requested to be included in the securities to be covered by the registration statement Registration Statement proposed to be filed by the Company, all to the extent requisite required to permit the sale or other disposition by the holder Holder (in accordance with its written request) of such Restricted Stock Registrable Shares so registeredRegistered. The Company may withdraw any such registration statement Registration Statement before it becomes effective or postpone the offering of securities contemplated by such registration statement Registration Statement without any obligation to the holders of any Restricted StockHolder. In the event that any registration pursuant to this Section 5 3 shall be, in whole or in part, be an underwritten public offering Underwritten Offering of Class A Common Stock, any request by a holder the Registrable Shares of the Holder to be included in the registration pursuant to this Section 5 to register Restricted Stock shall specify that either (i) such Restricted Stock is to 3 will be included in the underwriting on the same terms and conditions as the shares of Class A Common Stock Shares otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of Class A Common Stock in reasonably similar circumstancesRegistration. The number of shares of Restricted Stock Registrable Shares to be included in such an underwriting may be reduced (in accordance with Section 11 hereof) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that if Company. If any shares Common Shares are to be included in such underwriting for the account of any person Person other than the CompanyHolder, the number of shares Common Shares to be included by any such person Person and the Registrable Shares of the Holder shall be reduced first; and provided further, however, that the number of any such shares held by any person other than the holders of Restricted Stock hereunder shall be reduced before the number of any such shares held by the holders of Restricted Stock hereunder is reducedproportionately. Notwithstanding anything to the contrary contained in this Section 53, in the event that there is an underwritten offering Underwritten Offering of securities of the Company pursuant to a registration Registration covering Restricted Stock Registrable Shares and a selling holder of Restricted Stock the Holder does not elect to sell his, her or its Restricted Stock Registrable Shares to the underwriters of the Company’s securities in connection with such offering, such holder the Holder shall refrain from selling such Restricted Stock Registrable Shares not registered pursuant to this Section 5 3 during the period of distribution of the Company’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder the Holder shall, in any event, be entitled to sell its Restricted Stock in connection with such registration Registrable Shares commencing on the 120th day after the effective date of such Registration Statement. Any Registration under this Section 3 will not be counted as a registration statementunder Section 2 above.

INCIDENTAL REGISTRATION; FORM S-3 REGISTRATION. (a) If the Company at any time (other than pursuant to Section 4 hereof) proposes to register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-4 or S-8 or another form not available for registering Restricted Stock for sale to the public), each such time it will give written notice to all holders of Restricted Stock of its intention so to dodo so. Upon the written request of any such holder, given within 20 days after the date of receipt of any such notice, to register any of its Restricted Stock (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock as to which registration shall have been so requested to be included in the securities to be covered by the registration statement proposed to be filed by the Company, all to the extent requisite to permit the sale or other disposition by the holder (in accordance with its written request) of such Restricted Stock so registered. The Company may withdraw any such registration statement before it becomes effective or postpone the offering of securities contemplated by such registration statement without any obligation to the holders of any Restricted Stock. In the event that any registration pursuant to this Section 5 shall be, in whole or in part, an underwritten public offering of Class A Common Stock, any request by a holder pursuant to this Section 5 to register Restricted Stock shall specify that either (i) such Restricted Stock is to be included in the underwriting on the same terms and conditions as the shares of Class A Common Stock otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of Class A Common Stock in reasonably similar circumstances. The number of shares of Restricted Stock to be included in such an underwriting may be reduced (in accordance with Section 11 hereof) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that if any shares are to be included in such underwriting for the account of any person other than the Company, the number of shares to be included by any such person shall be reduced first; and provided further, however, that the number of any such shares held by any person other than the holders of Restricted Stock hereunder shall be reduced before the number of any such shares held by the holders of Restricted Stock hereunder is reduced. Notwithstanding anything to the contrary contained in this Section 5, in the event that there is an underwritten offering of securities of the Company pursuant to a registration covering Restricted Stock and a selling holder of Restricted Stock does not elect to sell his, her or its Restricted Stock to the underwriters of the Company’s securities in connection with such offering, such holder shall refrain from selling such Restricted Stock not registered pursuant to this Section 5 during the period of distribution of the Company’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder shall, in any event, be entitled to sell its Restricted Stock in connection with such registration commencing on the 120th day after the effective date of such registration statement.through

INCIDENTAL REGISTRATION; FORM S-3 REGISTRATION. (a) If the Company Company, at any time following the exercise of the Warrant (other than pursuant to Section 4 hereof) 2 above), proposes to register Register any of its securities under the Securities Act for sale to the public, whether for its own account or for the account of other security holders or both (except with respect to registration statements on Form S-4 or S-8 S-0, Xxxx X-0 or another form not available for registering Restricted Registrable Stock for sale to the public), each such time it will give written notice to all holders of Restricted Stock the Holder of its intention so to dodo so. Upon the written request of any such holderthe Holder, given within 20 Twenty (20) days after the date of receipt of any such notice, to register Register any of its Restricted Stock Registrable Shares (which request shall state the intended method of disposition thereof), the Company will use its best efforts to cause the Restricted Stock Registrable Shares as to which registration Registration shall have been so requested to be included in the securities to be covered by the registration statement Registration Statement proposed to be filed by the Company, all to the extent requisite required to permit the sale or other disposition by the holder Holder (in accordance with its written request) of such Restricted Stock Registrable Shares so registeredRegistered. The Company may withdraw any such registration statement Registration Statement before it becomes effective or postpone the offering of securities contemplated by such registration statement Registration Statement without any obligation to the holders of any Restricted StockHolder. In the event that any registration pursuant to this Section 5 3 shall be, in whole or in part, be an underwritten public offering Underwritten Offering of Class A Common Stock, any request by a holder the Registrable Shares of the Holder to be included in the registration pursuant to this Section 5 to register Restricted Stock shall specify that either (i) such Restricted Stock is to 3 will be included in the underwriting on the same terms and conditions as the shares of Class A Common Stock Shares otherwise being sold through underwriters under such registration or (ii) such Restricted Stock is to be sold in the open market without any underwriting, on terms and conditions comparable to those normally applicable to offerings of Class A Common Stock in reasonably similar circumstancesRegistration. The number of shares of Restricted Stock Registrable Shares to be included in such an underwriting may be reduced (in accordance with Section 11 hereof) if and to the extent that the managing underwriter shall be of the opinion that such inclusion would adversely affect the marketing of the securities to be sold by the Company therein; provided, however, that if Company. If any shares Common Shares are to be included in such underwriting for the account of any person Person other than the CompanyHolder, the number of shares Common Shares to be included by any such person Person and the Registrable Shares of the Holder shall be reduced first; and provided further, however, that the number of any such shares held by any person other than the holders of Restricted Stock hereunder shall be reduced before the number of any such shares held by the holders of Restricted Stock hereunder is reducedproportionately. Notwithstanding anything to the contrary contained in this Section 53, in the event that there is an underwritten offering Underwritten Offering of securities of the Company pursuant to a registration Registration covering Restricted Stock Registrable Shares and a selling holder of Restricted Stock the Holder does not elect to sell his, her or its Restricted Stock Registrable Shares to the underwriters of the Company’s securities in connection with such offering, such holder the Holder shall refrain from selling such Restricted Stock Registrable Shares not registered pursuant to this Section 5 3 during the period of distribution of the Company’s securities by such underwriters and the period in which the underwriting syndicate participates in the after market; provided, however, that such holder the Holder shall, in any event, be entitled to sell its Restricted Stock in connection with such registration Registrable Shares commencing on the 120th day after the effective date of such Registration Statement. Any Registration under this Section 3 will not be counted as a registration statementunder Section 2 above.