Common use of Incidental Registration Clause in Contracts

Incidental Registration. (a) If the Company at any time proposes to register any of its equity securities under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect), whether or not for sale for its own account, and if the registration form proposed to be used may be used for the registration of Registrable Securities, the Company will in each such case give prompt written notice (and in any event at least 10 business days' prior written notice prior to the filing of such registration statement) to the Holders of the Company's intention to do so, such notice to specify the securities to be registered, the proposed numbers and amounts thereof and the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish to include their Registrable Securities in such registration statement and advising the Holders of their rights under this Section 2.2. Upon the written request of any Holder made on or before the date specified in such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will, to the extent permitted under Section 7, use its best efforts to cause all such Registrable Securities, which the Holders have so requested the registration thereof, to be registered under the Securities Act (with the securities that the Company at the time proposes to register), to the extent requisite to permit the sale or other disposition by the Holders of the Registrable Securities to be so registered.

Incidental Registration. (a) If the Company at any time proposes to register any of its equity securities under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect), whether or not for sale for its own account, and if the registration form proposed to be used may be used for the registration of Registrable Securities, the Company will in each such case give prompt written notice (and in any event at least 10 business days' prior written notice prior to the filing of such registration statement) to the Holders Holder of the Company's its intention to do so, such notice to specify the securities to be registered, the proposed numbers and amounts thereof and the date not less than 20 days thereafter by which the Company must receive the Holders' Holder's written indication of whether the Holders wish Holder wishes to include their its Registrable Securities in such registration statement and advising the Holders Holder of their its rights under this Section 2.2. Upon the written request of any the Holder made on or before the date specified in such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such the Holder), the Company will, to the extent permitted under Section 7, use its best efforts to cause all such Registrable Securities, which the Holders have Holder has so requested the registration thereof, to be registered under the Securities Act (with the securities that the Company at the time proposes to register), to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof as aforesaid) by the Holders Holder of the Registrable Securities to be so registered.

Incidental Registration. (a) If the Company at any time proposes to register any of its equity securities under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect)Act, whether or not for sale for of its own accountaccord or at the demand of any holder of such securities pursuant to an agreement with respect to the registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), and if the form of registration form statement proposed to be used may be used for the registration of Registrable Registerable Securities, the Company will in each such case give prompt written notice (and in any event at least to Holder not less than 10 business days' prior written notice days nor more than 30 days prior to the filing of such registration statement) to the Holders statement of the Company's its intention to do so, such notice to specify the securities to be registered, proceed with the proposed numbers and amounts thereof and registration (the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish to include their Registrable Securities in such registration statement and advising the Holders of their rights under this Section 2.2. Upon the “Incidental Registration”), and, upon written request of any the Holder made on or before within ten (10) days after the date specified in receipt of any such notice (which request shall will specify the number of Registrable Registerable Securities intended to be disposed of by such Holderthe Holder and state the intended method of disposition thereof), the Company will, to the extent permitted under Section 7, will use its best efforts to cause all such Registrable Securities, Registerable Securities of Holder as to which the Holders have so registration has been requested the registration thereof, to be registered under the Securities Act (Act, provided that if such registration is in connection with the securities that the Company at the time proposes to register)an underwritten public offering, to the extent requisite to permit the sale or other disposition by the Holders of the Registrable Holder’s Registerable Securities to be so registeredincluded in such registration shall be offered upon the same terms and conditions as apply to any other securities included in such registration. Notwithstanding anything contained in this Section 1.2 to the contrary, the Company shall have no obligation to cause Registerable Securities to be registered with respect to any Registerable Securities which shall be eligible for resale without limitation under Rule 144 of the Securities Act.

Incidental Registration. (a) If Subject to Section 5.09 and to the Company registration rights of the holders of the Senior Preferred Stock and ING, if at any time proposes to register any of its equity securities the Company determines that it shall file a registration statement under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect), whether or not for sale for its own account, and if the registration form proposed to be used may be used for the registration of Common Stock (other than a registration statement on a Form S-4 or S-8 or an offering of securities solely to the Company's existing stockholders) on any form that would also permit the registration of the Registrable SecuritiesStock and such filing is to be on its behalf or on behalf of selling holders of its securities for the general registration of Common Stock to be sold for cash, the Company will in shall each such case time promptly give prompt the Holders written notice (and in any event at least 10 business days' prior written notice prior of such determination setting forth the date on which the Company proposes to the filing of file such registration statement) to the Holders of the Company's intention to do so, such notice to specify the securities to which date shall be registered, the proposed numbers and amounts thereof and no earlier than 15 days from the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish to include their Registrable Securities in such registration statement notice, and advising the Holders of their rights under this Section 2.2right to have Registrable Stock included in such registration. In the case of a registration statement to be filed on behalf of selling holders of its securities, the Company shall also indicate in such notice whether it will be registering securities on its own behalf as part of such registration statement. Upon the written request of any Holder made on or before received by the Company not later than 15 days after the date specified in such of the Company's notice (which request shall specify state the number of Registrable Securities intended Shares to be disposed so registered and the intended method of by such Holderdistribution), the Company willshall, subject to the extent permitted under Section 75.04(b) below, use its best all reasonable efforts to cause all such Registrable Securities, which the Holders have so requested the registration thereof, to be registered under the Securities Act (with all of the securities Registrable Stock that each such Holder has so requested to be registered; provided, however, that the Company at shall have the time proposes right to register), postpone or withdraw any registration effected pursuant to the extent requisite this Section 5.04 without obligation or liability to permit the sale or other disposition by the Holders of the Registrable Securities to be so registeredsuch Holder.

Incidental Registration. (a) If the Company at any time after the date hereof the Company proposes to register any of its equity securities under the Securities Act on any form for sale to the public (other than pursuant to a registration statement on Form S-4 or Form S-8 (or any similar successor forms) or successor form then in effectany other forms not available for registering Registrable Securities for sale to the public), whether or not for sale for its own account, and if the registration form proposed to be used may be used either for the registration Company's account or for the account of Registrable Securitiesothers, the Company will in each such case give prompt written notice (and in any event at least 10 business days' prior written notice shall, not less than 30 nor more than 90 days prior to the proposed date of filing a registration statement under the Securities Act, give written notice to all holders of such registration statement) to the Holders Registrable Securities of the Company's its intention to do so, such notice to specify the securities to be registered, the proposed numbers and amounts thereof and the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish to include their Registrable Securities in such registration statement and advising the Holders of their rights under this Section 2.2. Upon the written request of any Holder made on or before the date specified in such notice (which request shall specify the number holder of Registrable Securities intended to be disposed given within 30 days after transmittal by the Company of by such Holder)notice, the Company willCompany, subject to its obligations under the extent permitted under Section 7Prior Registration Rights Agreement, will use its best efforts to cause all such the Registrable Securities, which the Holders have so Securities requested the registration thereof, to be registered to be so registered under the Securities Act (with Act. A request pursuant to this Section 2.2(a) shall state the securities that number of Registrable Securities requested to be registered and the intended method of disposition thereof. The rights granted in this Section 2.2(a) shall apply in each case where the Company at the time proposes to register), register equity securities regardless of whether such rights may have been exercised previously. (b) Nothing in this Agreement shall be deemed to require the extent requisite Company to permit proceed with any registration of its securities pursuant to Section 2.2 after giving the sale or other disposition by the Holders of the Registrable Securities to be so registered.notice provided in paragraph (a) above. 2.03

Incidental Registration. (a) If the Company at any time proposes to register any of its equity securities under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect), whether or not for sale for its own account, and if the registration form proposed to be used may be used for the registration of Registrable Securities, the Company will in each such case give prompt written notice (and in any event at least 10 business days' prior written notice prior to the filing of such registration statement) to the Holders of the Company's intention to do so, such notice to specify the securities to be registered, the proposed numbers and amounts thereof and the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish to include their Registrable Securities in such registration statement and advising the Holders of their rights under this Section 2.2. Upon the written request of any Holder made on or before the date specified in such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will, to the extent permitted under Section 7, use its best efforts to cause all such Registrable Securities, which the Holders have so requested the registration thereof, to be registered under the Securities Act (with the securities that the Company at the time proposes to register), to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof as aforesaid) by the Holders of the Registrable Securities to be so registered.

Incidental Registration. (a) If the Company at any time proposes to register any of its equity securities under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect)Act, whether or not for sale for of its own accountaccord or at the demand of any holder of such securities pursuant to an agreement with respect to the registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), and if the form of registration form statement proposed to be used may be used for the registration of Registrable Registerable Securities, the Company will in each such case give prompt written notice (and in any event at least to the Holder not less than 10 business days' prior written notice days nor more than 30 days prior to the filing of such registration statement) statement of its intention to proceed with the proposed registration (the “Incidental Registration”), and, upon written request to the Holders of Company by the Company's intention to do so, such notice to specify Holder made within ten (10) days after the securities to be registered, the proposed numbers and amounts thereof and the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish to include their Registrable Securities in such registration statement and advising the Holders of their rights under this Section 2.2. Upon the written request receipt of any Holder made on or before the date specified in such notice (which request shall will specify the number of Registrable Registerable Securities intended to be disposed of by such Holderthe Holder and state the intended method of disposition thereof), the Company will, to the extent permitted under Section 7, will use its best efforts to cause all such Registrable Securities, 20% of the Registerable Securities of Holder as to which the Holders have so registration has been requested the registration thereof, to be registered under the Securities Act (Act, provided that if such registration is in connection with the securities that the Company at the time proposes to register)an underwritten public offering, to the extent requisite to permit the sale or other disposition by the Holders of the Registrable Holder’s Registerable Securities to be so registeredincluded in such registration shall be offered upon the same terms and conditions as apply to any other securities included in such registration. Notwithstanding anything contained in this Section 1.2 to the contrary, the Company shall have no obligation to cause Registerable Securities to be registered with respect to any Registerable Securities which shall be eligible for resale under Rule 144 of the Securities Act.

Incidental Registration. (a) i. If the Company at any time proposes to register any of its equity securities under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect)Act, whether or not for sale for of its own accountaccord or at the demand of any holder of such securities pursuant to an agreement with respect to the registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), and if the form of registration form statement proposed to be used may be used for the registration of Registrable Securities, the Company will in each such case give prompt written notice (and in any event at least to Holder not less than 10 business days' prior written notice days nor more than 30 days prior to the filing of such registration statement) to the Holders statement of the Company's its intention to do so, such notice to specify the securities to be registered, proceed with the proposed numbers and amounts thereof and registration (the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish to include their Registrable Securities in such registration statement and advising the Holders of their rights under this Section 2.2. Upon the “Incidental Registration”), and, upon written request of any the Holder made on or before within ten (10) days after the date specified in receipt of any such notice (which request shall will specify the number of Registrable Securities intended to be disposed of by such Holderthe Holder and state the intended method of disposition thereof), the Company will, to the extent permitted under Section 7, will use its best efforts to cause all such Registrable Securities, Securities of Holder as to which the Holders have so registration has been requested the registration thereof, to be registered under the Securities Act (Act, provided that if such registration is in connection with the securities that the Company at the time proposes to register)an underwritten public offering, to the extent requisite to permit the sale or other disposition by the Holders of the Holder’s Registrable Securities to be so registeredincluded in such registration shall be offered upon the same terms and conditions as apply to any other securities included in such registration. Notwithstanding anything contained in this Section 11 to the contrary, the Company shall have no obligation to cause Registrable Securities to be registered with respect to any Registrable Securities which shall be eligible for resale under Rule 144(k) of the Securities Act.

Incidental Registration. (a) If Whenever the Company proposes to file a Registration Statement covering shares of Common Stock (other than a Registration Statement relating to the sale of securities to employees of the Company or a subsidiary pursuant to a stock option, stock purchase, or similar plan; a registration on any form that does not include substantially the same information as would be required to be included in a registration statement covering the sale of the Registrable Securities; or a registration in which the only Common Stock being registered is Common Stock issuable upon conversion of debt securities that are also being registered) at any time proposes and from time to register any time, it will, prior to such filing, give written notice to all Holders of its equity securities under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect), whether or not for sale for its own account, and if the registration form proposed to be used may be used for the registration of Registrable Securities, the Company will in each such case give prompt written notice (and in any event at least 10 business days' prior written notice prior to the filing of such registration statement) to the Holders of the Company's intention to do so, such notice to specify the securities to be registered, the proposed numbers and amounts thereof and the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish to include their Registrable Securities in such registration statement and advising the Holders of their rights under this Section 2.2. Upon the written request of any a Holder made on or before Holders given within 20 days after the date specified in Company provides such notice (which request shall specify state the number intended method of disposition of such Registrable Securities intended to be disposed of by such HolderShares), the Company will, to the extent permitted under Section 7, shall use its best efforts to cause all Registrable Shares, and any other shares of Common Stock held by such Registrable SecuritiesHolder on the date hereof, which the Company has been requested by such Holder or Holders have so requested the registration thereof, to register to be registered under the Securities Act (with the securities that the Company at the time proposes to register), to the extent requisite necessary to permit the their sale or other disposition by in accordance with the Holders intended methods of distribution specified in the Registrable Securities request of such Holder or Holders; provided that the Company shall have the right to be so registeredpostpone or withdraw any registration effected pursuant to this Section 2.2 without obligation to any Holder.

Incidental Registration. (a) If Endo LLC, pursuant to that ----------------------- certain registration rights agreement, dated as of July 17, 2000, by and between the Company at any time proposes to and Endo LLC (the "Endo LLC Registration Rights Agreement"), demands -------------------------------------- that the Company register any of its shares of Common Stock or any other of its common equity securities (collectively, "Other Securities") under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect), whether or not for ---------------- sale for its own accountcash to the public under the Act, and if the registration form proposed to be used may be used for the registration of Registrable Securities, the Company then Endo LLC will in each at such case time give prompt written notice to each any Management Stockholder or any of their respective Permitted Transferees (each, a "Holder") of its intention to do so ------ and in any event of the rights of such Holder under this Section 7.1, at least 10 business days' prior written notice 20 days prior to the Company's anticipated filing of such registration statement) to the Holders date of the Company's intention registration statement relating to do so, such demand registration. Such notice to specify shall offer each such Holder the securities to be registered, the proposed numbers and amounts thereof and the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish opportunity to include their Registrable Securities in such registration statement and advising the Holders such number of their rights under shares of Common Stock as such Holder may request, in accordance with this Section 2.27.1. Upon the written request of any a Holder made on or before within 10 days after the date specified in such receipt of the Endo LLC's notice (which request shall specify the number of Registrable Securities shares of Common Stock intended to be disposed of by such Holderand the intended method of disposition thereof), the Company will, to the extent permitted under Section 7, Endo LLC will use its best efforts to cause all such Registrable the Company to effect, in connection with the registration of the Other Securities, the registration under the Act of all shares of Common Stock which the Holders have Company has been so requested the registration thereof, to be registered under the Securities Act (with the securities that the Company at the time proposes to register), to the extent requisite required to permit the sale or other disposition by the Holders (in accordance with such intended methods of the Registrable Securities disposition) of such shares of Common Stock so requested to be so registered., provided that: -------- ----

Incidental Registration. (a) If the Company at any time proposes to register any of its equity securities under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect)Act, whether or not for sale for of its own accountaccord or at the demand of any holder of such securities pursuant to an agreement with respect to the registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), and if the form of registration form statement proposed to be used may be used for the registration of Registrable Registerable Securities, the Company will in each such case give prompt written notice (and in any event at least to Holder not less than 10 business days' prior written notice days nor more than 30 days prior to the filing of such registration statement) to the Holders statement of the Company's its intention to do so, such notice to specify the securities to be registered, proceed with the proposed numbers and amounts thereof and registration (the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish to include their Registrable Securities in such registration statement and advising the Holders of their rights under this Section 2.2. Upon the "Incidental Registration"), and, upon written request of any the Holder made on or before within ten (10) days after the date specified in receipt of any such notice (which request shall will specify the number of Registrable Registerable Securities intended to be disposed of by such Holderthe Holder and state the intended method of disposition thereof), the Company will, to the extent permitted under Section 7, will use its best efforts to cause all such Registrable Securities, Registerable Securities of Holder as to which the Holders have so registration has been requested the registration thereof, to be registered under the Securities Act (Act, provided that if such registration is in connection with the securities that the Company at the time proposes to register)an underwritten public offering, to the extent requisite to permit the sale or other disposition by the Holders of the Registrable Holder's Registerable Securities to be so registeredincluded in such registration shall be offered upon the same terms and conditions as apply to any other securities included in such registration. Notwithstanding anything contained in this Section 1.2 to the contrary, the Company shall have no obligation to cause Registerable Securities to be registered with respect to any Registerable Securities which shall be eligible for resale under Rule 144(k) of the Securities Act.

Incidental Registration. (a) If the Company at any time proposes to register any of its equity securities under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect), whether or not for sale for its own account, and if the registration form proposed to be used may be used for the registration of Registrable Securities, the Company will in each such case give prompt written notice (and in any event at least 10 business days' prior written notice prior to the filing of such registration statement) to the Holders Holder of the Company's intention to do so, such notice to specify the securities to be registered, the proposed numbers and amounts thereof and the date not less than 20 days thereafter by which the Company must receive the Holders' Holder's written indication of whether the Holders wish Holder wishes to include their its Registrable Securities in such registration statement and advising the Holders Holder of their its rights under this Section 2.2. Upon the written request of any the Holder made on or before the date specified in such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such the Holder), the Company will, to the extent permitted under Section 7, use its best all commercially reasonable efforts to cause all such Registrable Securities, which the Holders have Holder has so requested the registration thereof, to be registered under the Securities Act (with the securities that the Company at the time proposes to register), to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof as aforesaid) by the Holders Holder of the Registrable Securities to be so registered.

Incidental Registration. (a) If the Company at any time proposes to register any of its equity securities under the Securities Act (excluding a registration of securities of the Company issued to King, L.L.C.) on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect), whether or not for sale for its own account, and if the registration form proposed to be used may be used for the registration of Registrable Securities, the Company will in each such case give prompt written notice (and in any event at least 10 business days' prior written notice prior to the filing of such registration statement) to the Holders of the Company's intention to do so, such notice to specify the securities to be registered, the proposed numbers and amounts thereof and the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish to include their Registrable Securities in such registration statement and advising the Holders of their rights under this Section 2.2. Upon the written request of any Holder made on or before the date specified in such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will, to the extent permitted under Section 7, use its best efforts to cause all such Registrable Securities, which the Holders have so requested the registration thereof, to be registered under the Securities Act (with the securities that the Company at the time proposes to register), to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof as aforesaid) by the Holders of the Registrable Securities to be so registered.

Incidental Registration. (a) If the Company Holdings at any time proposes to ----------------------- register any of its equity securities under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect), whether or not for sale for its own accountaccount or for the account of any other Person (other than a registration (i) requested pursuant to Section 5(a) hereof or any similar provision of another agreement granting demand registration rights, and if (ii) relating solely to the registration sale of securities to participants in a Company stock plan or in a Rule 145 transaction or (iii) on any form proposed which does not include substantially the same information as would be required to be used may be used for included in a registration statement covering the registration sale of the Registrable Securities, the Company Stock) it will in each such case time give prompt written notice (and in any event the "Holdings -------- Notice"), at its expense, to all holders of Registrable Stock of its intention ------ to do so at least 10 business days' prior written notice days prior to the filing of such a registration statement) . If any holder of Registrable Stock desires to the Holders dispose of all or part of its Registrable Stock, it may request registration thereof in connection with Holdings' registration by delivering to Holdings, within five days after receipt of the Company's intention to do soHoldings Notice, written notice of such notice to specify request (the securities to be registered, the proposed numbers and amounts thereof and the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish to include their Registrable Securities in such registration statement and advising the Holders of their rights under this Section 2.2. Upon the written request of any "Holder made on or before the date specified in such notice (which request shall specify Notice") ------------- stating the number of shares of Registrable Securities intended Stock to be disposed of and the intended method of disposition of such shares by such Holder), the Company will, to the extent permitted under Section 7, holder. Holdings will use its best efforts to cause all such shares of Registrable Securities, which Stock specified in the Holders have so requested the registration thereof, Holder Notice to be registered under the Securities Act (with the securities that the Company at the time proposes to register), to the extent requisite so as to permit the sale or other disposition (in accordance with the intended methods thereof as aforesaid) by the Holders such holder of the Registrable Securities to be shares so registered, subject, however, to the limitations set forth in Section 5(d).

Incidental Registration. If (but without any obligation to do so) the Company proposes at any time after the earlier of (a) If the two year anniversary of the date hereof or (b) the date on which a Change of Control is effected, to register (including for this purpose a registration effected by the Company at for shareholders other than the Holders) any time proposes to register any shares of its equity capital stock or other securities under the Securities Act (other than a registration relating solely to securities issued in connection with mergers, acquisitions, exchange offers, dividend reinvestment plans, employee stock ownership plans or stock option plans, thrift plans, pension plans or other employee benefit plans, or a registration on any form which does not include substantially the same information, other than Form S-4 information related to the selling shareholders or Form S-8 (or any similar or successor form then in effect)their plan of distribution, whether or not for sale for its own account, and if the registration form proposed as would be required to be used may be used for included in a registration statement covering the registration sale of the Registrable Securities), the Company will in shall, at such time, promptly give each such case give prompt Holder written notice (and in any event at least 10 business days' prior written notice prior to the filing of such registration statement) to the Holders of the Company's intention to do so, such notice to specify the securities to be registered, the proposed numbers and amounts thereof and the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish to include their Registrable Securities in such registration statement and advising the Holders of their rights under this Section 2.2registration. Upon the written request of any each Holder made on or before the date specified in given within twenty (20) days after mailing of such notice (which request shall specify by the number of Registrable Securities intended to be disposed of by such Holder)Company, the Company willshall, subject to the extent permitted under provisions of Section 74.8, use its best efforts to cause all such Registrable Securities, which the Holders have so requested the registration thereof, to be registered under the Securities Act (with the securities that the Company at the time proposes to register), to the extent requisite to permit the sale or other disposition by the Holders all of the Registrable Securities that each such Holder has requested to be so registered. If at any time after giving such written notice of its intention to register any of its securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register such securities, at its sole election, the Company may give written notice of such determination to each Holder and thereupon shall be relieved of its obligation to register any Common Stock in connection with such registration.

Incidental Registration. (a) If Subject to Section 2.08, if at ------------------------------------ any time the Company at any time proposes to register any of its equity securities determines that it shall file a registration statement under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect), whether or not for sale for its own account, and if the registration form proposed to be used may be used for the registration of Company Common Stock in a firm commitment underwritten public offering (other than the registration of an offer and sale of securities pursuant to an employee or similar benefit plan, registered on Form S-8 or comparable form; or relating to a merger, acquisition or other transaction of the type described in Rule 145 under the Securities Act or comparable rule, registered on Form F-4 or Form S-4 or similar forms or filed in connection with an exchange offer or an offering of securities solely to the Company's existing stockholders) on any form that would also permit the registration of the Registrable SecuritiesStock and such filing is to be on its behalf or on behalf of selling holders of its securities for the general registration of Company Common Stock to be sold for cash, the Company will in shall each such case time promptly give prompt each of the Stockholders written notice (and in any event at least 10 business days' prior written notice prior of such determination setting forth the date on which the Company proposes to the filing of file such registration statement) to the Holders of the Company's intention to do so, such notice to specify the securities to which date shall be registered, the proposed numbers and amounts thereof and no earlier than 15 Business Days from the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish to include their Registrable Securities in such registration statement notice, and advising the Holders Stockholders of their rights under this Section 2.2right to have any or all of the Registrable Stock included in such registration. Upon the written request of any Holder made on or before received by the Company no later than 10 Business Days after the date specified in such notice (which request shall specify of the number of Registrable Securities intended to be disposed of by such Holder)Company's notice, the Company will, to the extent permitted under Section 7, use its best efforts to shall cause all such Registrable Securities, which the Holders have so requested the registration thereof, to be registered under the Securities Act (with the securities that the Company at the time proposes to register), to the extent requisite to permit the sale or other disposition by the Holders all of the Eligible Registrable Securities Stock that each such Holder has so requested to be so registered, subject to reduction in accordance with paragraph (b) of this Section.

Incidental Registration. (a) If the Company at any time proposes to register any of its equity securities securities, including, without limitation, the Holder's Registrable Securities, whether alone or in combination with other Registrable Securities, under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect), whether or not for sale for its own account, and if the registration form proposed to be used may be used for the registration of Registrable Securities, the Company will in each such case give prompt written notice (and in any event at least 10 business days' prior written notice prior to the filing of such registration statement) to the Holders Holder of the Company's its intention to do so, such notice to specify the securities to be registered, the proposed numbers and amounts thereof and the date not less than 20 days thereafter by which the Company must receive the Holders' Holder's written indication of whether the Holders wish Holder wishes to include their its Registrable Securities in such registration statement and advising the Holders Holder of their its rights under this Section 2.2. Upon the written request of any the Holder made on or before the date specified in such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such the Holder), the Company will, to the extent permitted under Section 7, use its best all commercially reasonable efforts to cause all such Registrable Securities, which the Holders have Holder has so requested the registration thereof, to be registered under the Securities Act (with the securities that the Company at the time proposes to register), to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof as aforesaid) by the Holders Holder of the Registrable Securities to be so registered.

Incidental Registration. (a) If Endo LLC, pursuant to that certain registration rights agreement, dated as of July 17, 2000, by and between the Company at any time proposes to and Endo LLC (the “Endo LLC Registration Rights Agreement”), demands that the Company register any of its shares of Common Stock or any other of its common equity securities (collectively, “Other Securities”) under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect), whether or not for sale for its own accountcash to the public under the Act, and if the registration form proposed to be used may be used for the registration of Registrable Securities, the Company then Endo LLC will in each at such case time give prompt written notice to each Management Stockholder or any of their respective Permitted Transferees (each, a “Holder”) of its intention to do so and in any event of the rights of such Holder under this Section 6.1, at least 10 business days' prior written notice 20 days prior to the Company’s anticipated filing of such registration statement) to the Holders date of the Company's intention registration statement relating to do so, such demand registration. Such notice to specify shall offer each such Holder the securities to be registered, the proposed numbers and amounts thereof and the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish opportunity to include their Registrable Securities in such registration statement and advising the Holders such number of their rights under shares of Common Stock as such Holder may request, in accordance with this Section 2.26.1. Upon the written request of any a Holder made on or before within 10 days after the date specified in such receipt of Endo LLC’s notice (which request shall specify the number of Registrable Securities shares of Common Stock intended to be disposed of by such Holderand the intended method of disposition thereof), the Company will, to the extent permitted under Section 7, Endo LLC will use its best efforts to cause all such Registrable the Company to effect, in connection with the registration of the Other Securities, the registration under the Act of all shares of Common Stock which the Holders have Company has been so requested the registration thereof, to be registered under the Securities Act (with the securities that the Company at the time proposes to register), to the extent requisite required to permit the sale or other disposition by the Holders (in accordance with such intended methods of the Registrable Securities disposition) of such shares of Common Stock so requested to be so registered., provided that:

Incidental Registration. (a) If the Company at any time proposes to register any of its equity securities Common Stock under the Securities Act (on any a form other than Form S-4 or Form S-8 (or any similar or successor form then in effect), whether or not for sale for its own account, and if the registration form proposed to be used may be used available for the registration of Registrable SecuritiesRestricted Common Stock by the holders thereof other than a registration on Form S-8, or any successor or similar forms or a shelf registration under Rule 415 for the Company sole purpose of registering shares to be issued in connection with acquisitions), it will in at each such case time give prompt written notice (and in any event at least 10 business days' prior written notice prior to the filing of such registration statement) to the Eligible Holders of the Company's its intention so to do soand, such notice to specify the securities to be registered, the proposed numbers and amounts thereof and the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish to include their Registrable Securities in such registration statement and advising the Holders of their rights under this Section 2.2. Upon the upon written request given by the Eligible Holders within 30 days after receipt of any Holder made on or before the date specified in such notice (which request shall specify state the number intended method of Registrable Securities intended to be disposed disposition of such securities by such Eligible Holder), the Company will, to the extent permitted under Section 7, will use its best efforts to cause all or any Restricted Common Stock held by such Registrable Securities, Eligible Holder or which the Holders have so requested the registration thereof, such Eligible Holder is then entitled to acquire to be registered under the Securities Act (with the securities that the Company at the time proposes to register), to the extent requisite so as to permit the sale or other disposition (in accordance with the intended methods thereof), as aforesaid by such Eligible Holder, provided, however, that the Holders Company may at any time withdraw or cease proceeding with any such registration if it shall at the same time withdraw or cease proceeding with the registration of the Registrable Securities such other securities originally proposed to be registered. If an offering pursuant to this Section 13.6 is to be made through underwriters, the managing underwriter may, if in its reasonable opinion marketing factors so registeredrequire, limit (pro rata according to the market value of securities proposed to be registered by each Eligible Holder) the number of (or eliminate entirely from the offering all of the) securities which Eligible Holders may register pursuant to this Section 13.6.

Incidental Registration. (a) i. If the Company at any time proposes to register any of its equity securities under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect)Act, whether or not for sale for of its own accountaccord or at the demand of any holder of such securities pursuant to an agreement with respect to the registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), and if the form of registration form statement proposed to be used may be used for the registration of Registrable Registerable Securities, the Company will in each such case give prompt written notice (and in any event at least to I folder not less than 10 business days' prior written notice days nor more than 30 days prior to the filing of such registration statement) to the Holders statement of the Company's its intention to do so, such notice to specify the securities to be registered, proceed with the proposed numbers and amounts thereof and registration (the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish to include their Registrable Securities in such registration statement and advising the Holders of their rights under this Section 2.2. Upon the "Incidental Registration"), and, upon written request of any the Holder made on or before within ten (10) days after the date specified in receipt of any such notice (which request shall will specify the number of Registrable Registerable Securities intended to be disposed of by such Holderthe Holder and state the intended method of disposition thereof), the Company will, to the extent permitted under Section 7, will use its best efforts to cause all such Registrable Securities, Registerable Securities of Holder as to which the Holders have so registration has been requested the registration thereof, to be registered under the Securities Act (Act, provided that if such registration is in connection with the securities that the Company at the time proposes to register)an underwritten public offering, to the extent requisite to permit the sale or other disposition by the Holders of the Registrable Holder's Registerable Securities to be so registeredincluded in such registration shall be offered upon the same terms and conditions as apply to any other securities included in such registration. Notwithstanding anything contained in this Section 1.2 to the contrary, the Company shall have no obligation to cause Registerable Securities to be registered with respect to any Registerable Securities which shall be eligible for resale under Rule 144(k) of the Securities Act.

Incidental Registration. (a) 7.2.1 If the Company at any time following the second anniversary of the issuance of this Option, Newco proposes to register any of its equity securities Common Stock under the Securities Act by registration on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect)form, whether or not for sale for its own account, and if the registration form proposed to be used may be used for the registration of Registrable Securities, the Company will in shall cause Newco, at each such case time to give prompt written notice (and in any event at least 10 business days' prior written notice prior to the filing of such registration statement) to the all registered Holders of the Company's Registrable Securities of its intention to do so, so and of such notice to specify the securities to be registered, the proposed numbers and amounts thereof and the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish to include their Registrable Securities in such registration statement and advising the Holders of their rights under this Section 2.27.2. Upon the written request of any such Holder (a "Requesting Holder") made on or before as promptly as practicable and in any event within 10 days after the date specified in receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such HolderRequesting Holder and the intended method of disposition), the Company will, shall cause Newco to the extent permitted under Section 7, use its best efforts to cause all such Registrable Securities, which the Holders have so requested effect the registration thereof, to be registered under the Securities Act (with the securities of all Registrable Securities that the Company at has been so requested to register by the time proposes to register), Requesting Holders thereof to the extent requisite required to permit the sale or other disposition by of such Registrable Securities in accordance with the Holders intended methods thereof described as aforesaid; provided, however, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to Newco from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, and if such price is below the range of prices indicated on the cover of the most recent preliminary prospectus relating to such registration, the Company shall cause Newco to so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities to be so registered.included in such registration statement

Incidental Registration. (a) If the Company at any time proposes or is required to register any of its equity securities Securities under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar applicable state securities or successor blue sky laws on a form then in effectwhich permits inclusion of the Molex Stock, whether pursuant to Section 2 hereof or otherwise, (a "Company Registration"), whether or not for sale for its own account, and if the registration form proposed to be used may be used for the registration of Registrable Securities, the Company it will in each such case time give prompt written notice (and in any event at least 10 business days' prior written notice prior to the filing all Holders, as appropriate, of such registration statement) to the Holders of the Company's its intention to do so, such notice to specify the securities to be registered, the proposed numbers and amounts thereof and the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish to include their Registrable Securities in such registration statement and advising the Holders of their rights under this Section 2.2. Upon the written request of any such Holder made on or before the date specified in given within 20 days after receipt of any such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder)notice, the Company will, to the extent permitted under Section 7, will use its best efforts to cause all such Registrable Securities, Molex Stock which the such Holders shall have so requested the registration thereof, be registered to be registered under the Securities Act (with the and any applicable state securities that the Company at the time proposes to register), or blue sky laws all to the extent requisite to permit the sale or other disposition by such Holders of the Molex Stock so registered. No registrations of Molex Stock under this Section 3 shall relieve the Company of its obligation to effect registrations under Section 2 hereof, or shall constitute a registration request by any Holder under Section 2. The Company shall have the right to select the investment banker or bankers who shall serve as the manager and/or co-managers for all registrations of offerings of Securities under this Section 3; provided, however, that if the registration in which Holders request to participate herein is the initial registration under the Securities Act by the Company of an underwritten public offering of Common Stock, then such investment banker or bankers shall be selected for such registration and offering of Securities by the Company, but only with the consent of the Holders of at least a majority of the Registrable Securities to be so registeredMolex Stock included therein.

Incidental Registration. (a) If the Company at any time proposes to register any of its equity securities under the Securities Act (by reason of registration rights granted to any Person or otherwise) on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect), whether or not for sale for its own account, and if the registration form proposed to be used may be used for the registration of Registrable Securities, the Company will in each such case give prompt written notice (and in any event at least 10 business days' 45 days prior written notice prior to the filing effectiveness of such registration statement) to the Holders Seller of the Company's its intention to do so, such notice to specify the securities to be registered, the proposed numbers and amounts Proposed Amounts thereof and the date not less than 20 30 days thereafter by which the Company must receive the Holders' Seller’s written indication of whether the Holders wish to he will include their his Registrable Securities in such registration statement and advising the Holders Seller of their his rights under this Section 2.21. Upon the written request of any Holder Seller made on or before the date specified in such notice (which request shall specify the number of Registrable Securities and the Proposed Amounts thereof intended to be disposed of by such HolderSeller), the Company will, to the extent permitted under Section 76, use its best commercially reasonable efforts to cause all such Registrable Securities, which the Holders have so requested the registration thereof, Securities to be registered under the Securities Act (with the securities that the Company at the time proposes to register), to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof as aforesaid) by the Holders Seller of the Registrable Securities to be so registered.

Incidental Registration. (a) i. If the Company at any time proposes to register any of its equity securities under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect)Act, whether or not for sale for of its own accountaccord or at the demand of any holder of such securities pursuant to an agreement with respect to the registration thereof (provided such agreement does not prohibit third parties from including additional securities in such registration), and if the form of registration form statement proposed to be used may be used for the registration of Registrable Registerable Securities, the Company will in each such case give prompt written notice (and in any event at least to Holder not less than 10 business days' prior written notice days nor more than 30 days prior to the filing of such registration statement) to the Holders statement of the Company's its intention to do so, such notice to specify the securities to be registered, proceed with the proposed numbers and amounts thereof and registration (the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish to include their Registrable Securities in such registration statement and advising the Holders of their rights under this Section 2.2. Upon the "Incidental Registration"), and, upon written request of any the Holder made on or before within ten (10) days after the date specified in receipt of any such notice (which request shall will specify the number of Registrable Registerable Securities intended to be disposed of by such Holderthe Holder and state the intended method of disposition thereof'), the Company will, to the extent permitted under Section 7, will use its best efforts to cause all such Registrable Securities, Registerable Securities of Holder as to which the Holders have so registration has been requested the registration thereof, to be registered under the Securities Act (Act, provided that if such registration is in connection with the securities that the Company at the time proposes to register)an underwritten public offering, to the extent requisite to permit the sale or other disposition by the Holders of the Registrable Holder's Registerable Securities to be so registeredincluded in such registration shall be offered upon the same terms and conditions as apply to any other securities included in such registration. Notwithstanding anything contained in this Section 1.2 to the contrary, the Company shall have no obligation to cause Registerable Securities to be registered with respect to any Registerable Securities which shall be eligible for resale under Rule 144(k) of the Securities Act.

Incidental Registration. (a) If the Company at any time proposes to register any of its equity securities under the Securities Act on any form other than Form S-4 or Form S-8 (or any similar or successor form then in effect), whether or not for sale for its own account, and if the registration form proposed to be used may be used for the registration of Registrable Securities, the Company will in each such case give prompt written notice (and in any event at least 10 business days' prior written notice prior to the filing of such registration statement) to the Holders of the Company's intention to do so, such notice to specify the securities to be registered, the proposed numbers and amounts thereof and the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish to include their Registrable Securities in such registration statement and advising the Holders of their rights under this Section 2.2. Upon the written request of any Holder made on or before the date specified in such notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holder), the Company will, to the extent permitted under Section 7, use its best all commercially reasonable efforts to cause all such Registrable Securities, which the Holders have so requested the registration thereof, to be registered under the Securities Act (with the securities that the Company at the time proposes to register), to the extent requisite to permit the sale or other disposition (in accordance with the intended methods thereof as aforesaid) by the Holders of the Registrable Securities to be so registered.

Incidental Registration. (a) If the Company at any time proposes proposed to register any of its Common Stock or any other of its equity securities (collectively, "Other Securities") under the Securities Act on any form (other than pursuant to a registration on Form S-4 or Form S-8 (or any similar or successor form then a transaction described in effectRule 145 of the Securities Act), whether or not for sale for its own account, and if the registration form proposed to be used may be used for the in a manner which would permit registration of Registrable SecuritiesSecurities for sale to the public under the Securities Act, the Company it will in each such case time give prompt written notice (and in any event to the Holder of Registrable Securities of its intention to do so at least 10 business days' prior written notice 30 days prior to the anticipated filing date of the registration statement relating to such registration statement) registration. Subject to the Holders of the Company's intention to do sorestrictions set froth below, such notice to specify shall offer the securities to be registered, Holder the proposed numbers and amounts thereof and the date not less than 20 days thereafter by which the Company must receive the Holders' written indication of whether the Holders wish opportunity to include their Registrable Securities in such registration statement and advising such number of Registrable Securities as the Holders of their rights under this Section 2.2Holder may request. Upon the written request of any the Holder made on or before within 10 days after the date specified in such receipt of the Company's notice (which request shall specify the number of Registrable Securities intended to be disposed of by such Holderof), the Company willwill use all commercially reasonable efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been requested to register by the Holder, to the extent permitted under Section 7, use its best efforts to cause all such Registrable Securities, which the Holders have so requested the registration thereof, to be registered under the Securities Act (with the securities that the Company at the time proposes to register), to the extent requisite required to permit the sale or other disposition by the Holders of the Registrable Securities so requested to be so registered., by inclusion of such Registrable Securities in the registration statement which covers the Other Securities which the Company proposed to register, provided that: