Common use of Incidental Rights Clause in Contracts

Incidental Rights. If the Company at any time proposes to file with the Securities and Exchange Commission (the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will give written notice to Xxxxx at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in such filing the aggregate number of Shares as Xxxxx may request. Xxxxx shall advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such Shares. If the managing underwriter of a proposed public offering shall advise the Company in writing that, in its opinion, the distribution of the Shares requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Xxxxx shall reduce the amount of securities he intended to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the number of shares Xxxxx requested to be registered divided by the total number of shares requested to be registered which are subject to decrease pursuant to this sentence, multiplied by the total number of such shares as the managing underwriter approves to be registered. Except as otherwise provided in Section 9(c), all expenses of such registration shall be borne by the Company.

Incidental Rights. If the Company at any time proposes to file with the Securities and Exchange Commission (the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit planplan , respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity security securities (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will give written notice to Xxxxx Warner at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in such filing the aggregate number of Shares as Xxxxx Warner may request. Xxxxx Warner shall advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such Shares. If the managing underwriter of a proposed public offering shall advise the Company in writing that, 5 in its opinion, the distribution of the Shares requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Xxxxx Warner shall reduce the amount of securities he intended to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the number of shares Xxxxx Warner requested to be registered divided by the total number of shares requested to be registered which are subject to decrease pursuant to this sentence, multiplied by the total number of such shares as the managing underwriter approves to be registered. Except as otherwise provided in Section 9(c), all expenses of such registration shall be borne by the Company.

Incidental Rights. (a) If the Company at any time or from time to time the Company proposes to file with the Securities and Exchange Commission SEC a registration statement (whether on Form S-1, S-2, or S-3, or any equivalent form then in effect) for the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement rexxxxxxxxon under the Securities Act of 1933any Subject Securities for sale, as amended (for cash consideration, to the "Securities Act") public by the Company or on any form (other than a Registration Statement on Form S-4 behalf of one or S-8 or any successor form for securities to be offered in a transaction more securityholders of the type referred Company (including in connection with a demand registration exercised pursuant to Section 2.2 but excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by the Company, any securities exchange offer, any registration of securities originally placed pursuant to Rule 145 144A under the Securities Act or to employees of the Company pursuant to any Act, dividend reinvestment plan, employee benefit plan, respectivelycorporate reorganization, or in connection with any amalgamation, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with one or more other corporations if the Company is the surviving corporation), the Company shall give each Shareholder (other than an Exercising Shareholder in the event of a registration pursuant to Section 2.2) for at least 20 days' prior written notice of the general registration of securities proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"not less than 7 days)) of the Company, it will give written notice to Xxxxx at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth outline the nature of the proposed distribution and the jurisdictions in the United States in which the Company proposes to qualify and offer such securities (the "ELECTED JURISDICTIONS"). On the written request of a Shareholder (an "ELECTING SHAREHOLDER") received by the Company within 15 days after the date of the Company's delivery to such Shareholder of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed by such Electing Shareholder and the intended method or methods by which dispositions are intended to be made), the Company shall, under the terms and subject to the conditions of disposition this Article II, at its own expense as provided in Section 4.2, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "SPECIFIED SECURITIES") held by each such Electing Shareholder or into which such Registrable Securities are convertible, as the case may be, and which each such Electing Shareholder has so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by each such Electing Shareholder of such Registrable Securities. (b) If the distribution proposed to be effected by the Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering indicates in writing its opinion that including all or part of the Specified Securities in the coverage of such registration statement or in the distribution to be effected by such prospectus will materially and adversely affect the sale of securities proposed to be sold (which opinion of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by the Electing Shareholders under this Section 2.1 without materially adversely affecting the sale of the securities proposed to be registered by sold), then the Company and number of Specified Securities which the intended price range if known. The notice Electing Shareholders shall offer have the right to include in such filing the aggregate number of Shares as Xxxxx may request. Xxxxx registration statement shall advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such Shares. If the managing underwriter of a proposed public offering shall advise the Company in writing that, in its opinion, the distribution of the Shares requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Xxxxx shall reduce the amount of securities he intended to distribute through such offering reduced on a pro rata basis with among the Electing Shareholders (based on the aggregate number of Registrable Securities then held by them or on such other basis as they shall agree) to the maximum number of shares or principal amount, in the case of debt, specified by the managing underwriter. First priority, after the absolute priority afforded to the Company, shall be afforded to the Specified Securities held by the Electing Shareholders and no securities proposed to be sold by the Electing Shareholders shall be so reduced until all securities proposed to be sold by all other shareholders requesting registration of a specified number of their shares parties (other than the Company) have been entirely eliminated. (c) The Company shall have the sole right to select any demanding security holder who initially requested such registration) based underwriters, including the managing underwriter, of any public offering of securities made other than as a result of the rights granted in Section 2.2. Nothing in this Section 2.1 shall create any liability on the number part of shares Xxxxx requested the Company to be registered divided by any Shareholder if the total number Company for any reason decides not to file or to delay or withdraw a registration statement (which the Company may do in its sole discretion). (d) Each Electing Shareholder shall have the right to withdraw its request for inclusion of shares requested to be registered which are subject to decrease its Specified Securities in any registration statement pursuant to this sentenceSection 2.1 by giving written notice to the Company of its request to withdraw; provided, multiplied by however, that (i) such request must be made in writing prior to the total execution of the underwriting agreement (or such other similar agreement) with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, such Electing Shareholder shall no longer have any right to include any of its Registrable Securities in the registration as to which such withdrawal was made. (e) Each Shareholder may request to have all or any portion of its Registrable Securities included in an unlimited number of such shares as the managing underwriter approves to be registered. Except as otherwise provided in registrations under this Section 9(c), all expenses of such registration shall be borne by the Company2.1.

Incidental Rights. If the Company at any time or from time to time the Company proposes to file with the Securities and Exchange Commission (the "Commission") a registration statement (other than a registration statement on its behalf and/or Form S-8 covering solely an employee benefit plan or a registration statement on behalf of any of its security holders (Form S-3 covering solely offers pursuant to a dividend or interest reinvestment plan) for the "demanding security holders") a Registration Statement registration under the Securities Act of 1933, as amended (the "Securities Act") of any shares of Common Stock for sale to the public by the Company or on any form (other than behalf of a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees stockholder of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities to be sold for cash with respect to its (excluding shares of Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will give written notice to Xxxxx at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered issuable by the Company upon the exercise of employee stock options or in connection with the merger or consolidation of the Company with one or more other corporations), the Company shall give the Stockholder and Xxxxxx Financial, Inc. ("Xxxxxx") so long as Xxxxxx has Xxxxxx Registration Rights as later defined, at least 30 days' prior written notice of the intended price range if knownfiling of the proposed registration statement. The notice shall offer include a list of the states and foreign jurisdictions, if any, in which the Company intends to include in qualify such filing shares, the aggregate number of Shares as Xxxxx may request. Xxxxx shall advise shares so proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such shares, any proposed managing underwriter or underwriters, and a good faith estimate by the Company in writing or managing underwriter of the maximum offering price thereof, as such price is proposed to appear on the facing page of such registration statement. On written request of the Stockholder (and Xxxxxx, if applicable) received by the Company within thirty (30) 15 days after the date of receipt of such offer from the Company's delivery of its notice of intention, setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requestedshall, subject to the next sentence, conditions and shall use its best efforts to effect registration under the Securities Act of such Shares. If the managing underwriter of a proposed public offering shall advise the Company in writing that, in its opinion, the distribution of the Shares requested to be included in the registration concurrently accordance with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Xxxxx shall reduce the amount of securities he intended to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the number of shares Xxxxx requested to be registered divided by the total number of shares requested to be registered which are subject to decrease pursuant to this sentence, multiplied by the total number of such shares as the managing underwriter approves to be registered. Except as otherwise provided procedures set forth in Section 9(c), all expenses of such registration shall be borne by the Company.Sections

Incidental Rights. If the Company at any time or from time to time the Company proposes to file with the Securities and Exchange Commission (the "Commission") a registration statement (other than a registration statement on its behalf and/or Form S-8 covering solely an employee benefit plan or a registration statement on behalf of any of its security holders (Form S-3 covering solely offers pursuant to a dividend or interest reinvestment plan) for the "demanding security holders") a Registration Statement registration under the Securities Act of 1933, as amended (the "Securities Act") of any shares of Common Stock for sale to the public by the Company or on any form (other than behalf of a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees stockholder of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities to be sold for cash with respect to its (excluding shares of Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will give written notice to Xxxxx at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered issuable by the Company upon the exercise of employee stock options or in connection with the merger or consolidation of the Company with one or more other corporations), the Company shall give the Stockholder and Xxxxxx Financial, Inc. ("Xxxxxx") so long as Xxxxxx has Xxxxxx Registration Rights as later defined, at least 30 days' prior written notice of the intended price range if knownfiling of the proposed registration statement. The notice shall offer include a list of the states and foreign jurisdictions, if any, in which the Company intends to qualify such shares, the number of shares so proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such shares, any proposed managing underwriter or underwriters, and a good faith estimate by the Company or managing underwriter of the maximum offering price thereof, as such price is proposed to appear on the facing page of such registration statement. On written request of the Stockholder (and Xxxxxx, if applicable) received by the Company within 15 days after the date of the Company's delivery of its notice of intention, the Company shall, subject to the conditions and in accordance with the procedures set forth in Sections 1 1(c) and 1(d), and at its own expense as provided in Section 3, include in the coverage of such filing registration statement and qualify for sale under the blue sky or securities laws of the various states, the aggregate number of Shares proposed to be registered (the "Registrable Shares"). Notwithstanding any other provision in this Section 1(a), if in connection with an underwritten offering the managing underwriter (which shall be a nationally recognized independent investment banking firm or such firm as Xxxxx may request. Xxxxx the parties shall advise mutually agree) for the Company indicates its reasonable belief in writing within thirty (30) days after that the date effect of receipt including all or part of such offer from the Company, setting forth the amount of such Registrable Shares for which registration is requested. The Company shall thereupon include in such filing underwritten offering will materially and adversely affect the sale of the Registrable Shares (which statement of the managing underwriter shall also state the maximum number of shares (the "Maximum Shares"), if any, which can be sold without materially adversely affecting the sale of the Registrable Shares), then the number of Registrable Shares for which registration is so requested, subject to be included in the offering shall be reduced to the next sentenceMaximum Shares and such Maximum Shares shall be allocated (i) first, to the Company; and shall use its best efforts (ii) second, between the Stockholder and Xxxxxx, in proportion, as nearly as practicable, as such Person's Registrable Shares bears to effect registration under the Securities Act aggregate number of such Registrable Shares. If the managing underwriter has not limited the number of a proposed public offering shall advise Shares to be underwritten, the Company in writing thatand other holders of the Company's securities, in addition to Xxxxxx, may include securities for its opinion, (or their) own account in such registration if (A) the distribution of the Shares requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially managing underwriter so agrees and adversely affect the distribution of such securities by the Company or such demanding security holder, then Xxxxx shall reduce the amount of securities he intended to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registrationB) based on the number of shares Xxxxx requested which would otherwise have been included in such registration and underwriting will not thereby be limited and (C) such other securities are then registrable on Form S-3. No registration statement effected under this Section 1(a) shall release the Company of its obligations to be registered divided file registration statements on behalf of Stockholder under Section 1(b). Notwithstanding any request for inclusion in any registration statement under this Section 1(a), the Stockholder may elect to reduce or withdraw its request for inclusion of its Shares at any time prior to execution of the underwriting agreement with respect thereto by the total number Stockholder. The Company shall have the right to select all underwriters, including the managing underwriter, of all public offerings of shares requested to be registered which are of Common Stock subject to decrease pursuant to the provisions of this sentence, multiplied by the total number of such shares as the managing underwriter approves to be registeredSection 1(a). Except as otherwise provided in Section 9(c), all expenses of such registration The Stockholder shall be borne by enter into (together with the Company) an underwriting agreement with the underwriter or underwriters, provided that such underwriting agreement is in a customary form and is reasonably acceptable to the Stockholder. Nothing in this Section 1(a) shall create any liability on the part of the Company to the Stockholder if the Company for any reason decides not to file such a registration statement.

Incidental Rights. If the Company at any time or from time to time the Company proposes to file with the Securities and Exchange Commission (the "Commission") a registration statement (other than a registration statement on its behalf and/or Form S-8 covering solely an employee benefit plan or a registration statement on behalf of any of its security holders (Form S-3 covering solely offers pursuant to a dividend or interest reinvestment plan) for the "demanding security holders") a Registration Statement registration under the Securities Act of 1933, as amended (the "Securities Act") of any shares of Common Stock for sale to the public by the Company or on any form (other than behalf of a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees shareholder of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities to be sold for cash with respect to its (excluding shares of Common Stock issuable by the Company upon the exercise of employee stock options or any other class of equity security (as defined in Section 3(a)(11) connection with the merger or consolidation of the Securities Exchange Act Company with one or more other corporations), the Company shall give the Shareholders at least 30 days' prior written notice of 1934, as amended the filing of the proposed registration statement (the "Exchange ActRegistration Notice"). The Registration Notice shall include a list of the states and foreign jurisdictions, if any, in which the Company intends to qualify such shares, the number of shares so proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such shares, any proposed managing underwriter or underwriters, and a good faith estimate by the Company or managing underwriter of the maximum offering price thereof, as such price is proposed to appear on the facing page of such registration statement. Upon the written request of any Shareholder (each, a "Requesting Shareholder"), received by the Company within fifteen (15) days after the giving of the Registration Notice by the Company, it will give written notice to Xxxxx at least sixty (60) days before register any of the initial filing Shareholder's Shares, the Company shall, subject to the conditions and in accordance with the Commission procedures set forth in Sections 1(c) and 1(d), and at its own expense as provided in Section 3, use its best efforts to cause the Shares as to which registration shall have been so requested (the "PiggyBack Shares") to be included in the coverage of such Registration Statementregistration statement. Notwithstanding any other provision in this Section 1(a), if in connection with an underwritten offering the managing underwriter for the Company indicates its reasonable belief in writing that the effect of including all or part of the PiggyBack Shares in such underwritten offering will materially and adversely affect the sale of all of the Common Stock to be registered (which statement of the managing underwriter shall also state the maximum number of shares of Common Stock (the "Maximum Shares"), if any, which notice can be sold without materially adversely affecting such sale), then the number of shares of Common Stock to be included in the offering shall set forth be reduced to the intended method Maximum Shares and such Maximum Shares shall be allocated (i) first, to the Company and to any holder or holders of disposition shares of the securities Common Stock who may have exercised a mandatory right for registration; and (ii) second, among the Requesting Shareholders, Westar Security, Inc., a Nevada corporation ("Westar") and Heller Financial, Inc., a Delaware corporation ("Heller"), in propoxxxxx, as nearly as practicable, as such Person's xxxxxs of Common Stock proposed to be registered bears to the aggregate number of shares of Common Stock proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in such filing the aggregate number of Shares as Xxxxx may request. Xxxxx shall advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such Sharesall Persons. If the managing underwriter of a proposed public offering shall advise the Company in writing that, in its opinion, the distribution of the Shares requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Xxxxx shall reduce the amount of securities he intended to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on has not limited the number of shares Xxxxx requested of Common Stock to be registered divided by underwritten, the total Company and other holders of the Company's securities may include securities for its (or their) own account in such registration if (A) the managing underwriter so agrees and (B) the number of shares requested which would otherwise have been included in such registration and underwriting will not thereby be limited and (C) such other securities are then registrable on Form S-3. Notwithstanding any request for inclusion in any registration statement under this Section 1(a), the Requesting Shareholders may elect to be registered which are reduce or withdraw their request for inclusion of its Shares at any time prior to execution of the underwriting agreement with respect thereto. The Company shall have the right to select all underwriters, including the managing underwriter, of all public offerings of shares of Common Stock subject to decrease pursuant to the provisions of this sentence, multiplied by the total number of such shares as the managing underwriter approves to be registeredSection 1(a). Except as otherwise provided in Section 9(c), all expenses of such registration The Requesting Shareholders shall be borne by enter into (together with the Company) an underwriting agreement with the underwriter or underwriters, provided that such underwriting agreement is in a customary form and is reasonably acceptable to the Requesting Shareholders. Nothing in this Section 1(a) shall create any liability on the part of the Company to the Requesting Shareholder if the Company for any reason decides not to file such a registration statement.

Incidental Rights. If the Company at any time or from time to time the Company proposes to file with the Securities and Exchange Commission (the "Commission") a registration statement (other than a registration statement on its behalf and/or Form S-8 covering solely an employee benefit plan or a registration statement on behalf of any of its security holders (Form S-3 covering solely offers pursuant to a dividend or interest reinvestment plan) for the "demanding security holders") a Registration Statement registration under the Securities Act of 1933, as amended (the "Securities Act") of any shares of Common Stock for sale to the public by the Company or on any form (other than behalf of a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees stockholder of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities to be sold for cash with respect to its (excluding shares of Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will give written notice to Xxxxx at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered issuable by the Company upon the exercise of employee stock options or in connection with the merger or consolidation of the Company with one or more other corporations), the Company shall give the Stockholder and Heller Financial, Inc. ("Heller") so long as Heller has Heller Xxxxxtration Rights (as later xxxxxed), at least 00 xxxs' prxxx xxitten notice of the intended price range if knownfiling of the proposed registration statement. The notice shall offer include a list of the states and foreign jurisdictions, if any, in which the Company intends to qualify such shares, the number of shares so proposed to be registered, the proposed date of filing of such registration statement, any proposed means of distribution of such shares, any proposed managing underwriter or underwriters, and a good faith estimate by the Company or managing underwriter of the maximum offering price thereof, as such price is proposed to appear on the facing page of such registration statement. Upon written request of the Stockholder (and Heller, if applicable) received by the Company within 15 days after xxx xate of the Company's delivery of its notice of intention, the Company shall, subject to the conditions and in accordance with the procedures set forth in Sections 1(c) and 1(d), and at its own expense as provided in Section 3, include in the coverage of such filing registration statement and qualify for sale under the blue sky or securities laws of the various states, the aggregate number of Shares proposed to be registered (the "Registrable Shares"). Notwithstanding any other provision in this Section 1(a), if in connection with an underwritten offering the managing underwriter (which shall be a nationally recognized independent investment banking firm or such firm as Xxxxx may request. Xxxxx the parties shall advise mutually agree) for the Company indicates its reasonable belief in writing within thirty (30) days after that the date effect of receipt including all or part of such offer from the Company, setting forth the amount of such Registrable Shares for which registration is requested. The Company shall thereupon include in such filing underwritten offering will materially and adversely affect the sale of the Registrable Shares (which statement of the managing underwriter shall also state the maximum number of shares (the "Maximum Shares"), if any, which can be sold without materially adversely affecting the sale of the Registrable Shares), then the number of Registrable Shares for which registration is so requested, subject to be included in the offering shall be reduced to the next sentenceMaximum Shares and such Maximum Shares shall be allocated (i) first, to the Company or other party at whose request the registration statement is being filed; and shall use its best efforts (ii) second, between the Stockholder and Heller, in proportion, as nearly as practicable, as such Person's Rxxxxxxable Shares bears to effect registration under the Securities Act aggregate number of such Registrable Shares. If the managing underwriter has not limited the number of a proposed public offering shall advise Shares to be underwritten, the Company in writing thatand other holders of the Company's securities, in addition to Heller, may include securities for its opinion, (or their) own account in suxx xxxistration if (i) the distribution of the Shares requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially managing underwriter so agrees and adversely affect the distribution of such securities by the Company or such demanding security holder, then Xxxxx shall reduce the amount of securities he intended to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registrationii) based on the number of shares Xxxxx requested which would otherwise have been included in such registration and underwriting will not thereby be limited. No registration statement effected under this Section 1(a) shall release the Company of its obligations to be registered divided file registration statements on behalf of the Stockholder under Section 1(b). Notwithstanding any request for inclusion in any registration statement under this Section 1(a), the Stockholder may elect to reduce or withdraw its request for inclusion of its Shares at any time prior to execution of the underwriting agreement with respect thereto by the total number Stockholder. The Company shall have the right to select all underwriters, including the managing underwriter, of all public offerings of shares requested to be registered which are of Common Stock subject to decrease the provisions of this Section 1(a), unless such registration statement is being filed pursuant to this sentenceregistration of a third party, multiplied by in which case the total number of such shares as the managing underwriter approves to be registered. Except as otherwise provided in Section 9(c), all expenses of agreement governing such registration statement shall be borne by govern the Companyselection of underwriters. The Stockholder shall enter into (together with the Company and any other holder including shares in such registration statement) an underwriting agreement with the underwriter or underwriters, provided that such underwriting agreement is in a customary form and is reasonably acceptable to the Stockholder. Nothing in this Section 1(a) shall create any liability on the part of the Company to the Stockholder if the Company for any reason decides not to file such a registration statement.

Incidental Rights. (a) If the Company at any time or from time to time the Company proposes to file with the Securities and Exchange Commission SEC a registration statement (whether on Form S-1, S-2, or S-3, or any equivalent form then in effect) for the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement xxxistration under the Securities Act of 1933any Subject Securities for sale, as amended (for cash consideration, to the "Securities Act") public by the Company or on any form (other than a Registration Statement on Form S-4 behalf of one or S-8 or any successor form for securities to be offered in a transaction more securityholders of the type referred Company (excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by the Company, any securities exchange offer, any registration of securities originally placed pursuant to Rule 145 144A under the Securities Act or to employees of the Company pursuant to any Act, dividend reinvestment plan, employee benefit plan, respectively) for corporate reorganization, or in connection with any amalgamation, merger or consolidation of the general registration Company or any direct or indirect subsidiary of securities the Company with one or more other corporations if the Company is the surviving corporation), the Company shall give Shareholder at least 20 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"not less than 7 days)) of the Company, it will give written notice to Xxxxx at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth outline the nature of the proposed distribution and the jurisdictions in the United States in which the Company proposes to qualify and offer such securities (the "ELECTED JURISDICTIONS"). On the written request of Shareholder received by the Company within 15 days after the date of the Company's delivery to Shareholder of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed by Shareholder and the intended method or methods by which dispositions are intended to be made), the Company shall, under the terms and subject to the conditions of disposition this ARTICLE II, at its own expense as provided in SECTION 4.1, include in the ----------- ------------ coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "SPECIFIED SECURITIES") held by Shareholder or into which the Registrable Securities are convertible, as the case may be, and which Shareholder has so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by Shareholder of such Registrable Securities. (b) If the distribution proposed to be effected by the Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering indicates in writing its opinion that including all or part of the Specified Securities in the coverage of such registration statement or in the distribution to be effected by such prospectus will materially and adversely affect the sale of securities proposed to be sold (which opinion of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by Shareholder requesting registration under this SECTION 2.1 without materially adversely affecting the sale of the securities proposed to be registered by sold), then the Company and number of Specified Securities which Shareholder shall have the intended price range if known. The notice shall offer right to include in such filing registration statement shall be reduced to the aggregate maximum number of Shares as Xxxxx may requestshares or principal amount, in the case of debt, specified by the managing underwriter. Xxxxx shall advise the Company in writing within thirty (30) days First priority, after the date of receipt of such offer from absolute priority afforded to the Company, setting forth shall be afforded to the amount of such Shares for which registration is requested. Specified Securities held by Shareholder and no securities proposed to be sold by Shareholder shall be so reduced until all securities proposed to be sold by all other parties (other than the Company) have been entirely eliminated. (c) The Company shall thereupon include have the sole right to select any underwriters, including the managing underwriter, of any public offering of securities made other than as a result of the rights granted in such filing SECTION 2.2. Nothing in this SECTION 2.1 shall create any liability on the number part of Shares the Company to Shareholder if the Company for any reason decides not to file or to delay or withdraw a registration statement (which the Company may do in its sole discretion). (d) Shareholder shall have the right to withdraw its request for inclusion of its Specified Securities in any registration is so requested, subject statement pursuant to this SECTION 2.1 by giving written notice to the next sentenceCompany of its request to withdraw; PROVIDED, and shall use its best efforts to effect registration under the Securities Act of HOWEVER, that (i) such Shares. If the managing underwriter of a proposed public offering shall advise the Company request must be made in writing that, in its opinion, prior to the distribution execution of the Shares requested underwriting agreement (or such other similar agreement) with respect to such registration and (ii) such withdrawal shall be included irrevocable and, after making such withdrawal, Shareholder shall no longer have any right to include Registrable Securities in the registration concurrently with the securities being registered by the Company or as to which such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Xxxxx shall reduce the amount of securities he intended withdrawal was made. (e) Shareholder may request to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified have Registrable Securities included in an unlimited number of their shares (other than any demanding security holder who initially requested such registration) based on the number of shares Xxxxx requested to be registered divided by the total number of shares requested to be registered which are subject to decrease pursuant to registrations under this sentence, multiplied by the total number of such shares as the managing underwriter approves to be registered. Except as otherwise provided in Section 9(c), all expenses of such registration shall be borne by the CompanySECTION 2.1.

Incidental Rights. If the Company at any time or from time to time (but ----------------- subject to the limitations on sales of Registrable Securities in the Shareholders Agreement) the Company proposes to file with the Securities and Exchange Commission SEC a registration statement (the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement whether on Form S-4 X-0, X-0, or S-8 S-3, or any successor equivalent form for securities to be offered then in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectivelyeffect) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will give written notice to Xxxxx at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in such filing the aggregate number of Shares as Xxxxx may request. Xxxxx shall advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of any shares of Subject Securities for sale, for cash consideration, to the public by Company or on behalf of one or more shareholders of Company (excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by Company, any securities exchange offer, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of Company or any direct or indirect subsidiary of Company with one or more other corporations if Company is the surviving corporation), Company shall give Shareholders at least 20 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which Company proposes to qualify and offer such Sharessecurities (the "Elected Jurisdictions"). On the written request of --------------------- Shareholders received by Company within 15 days after the date of Company's delivery to Shareholders of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed of by Shareholders and the intended method or methods by which dispositions are intended to be made), Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.1, ---------- ----------- include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "Specified Securities") held by -------------------- Shareholders or into which the Registrable Securities are convertible, as the case may be, and which Shareholders have so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by Shareholders of such Registrable Securities. Notwithstanding anything else contained in this Section 2.1, if the ----------- registration statement to be filed by the Company is a registration filed in response to any of the first three demands made by the Apollo/Blackstone Shareholders pursuant to Section 2.2 (the "First Three Demands"), then the Non- ----------- ------------------- Apollo/Blackstone Shareholders shall not be entitled to have their Registrable Securities included in the coverage of such a registration statement, provided, -------- however, that if the First Three Demands include Additional Shares (or shares ------- into which Additional Shares have been converted), then the Non- Apollo/Blackstone Shareholders shall be entitled to have their Registrable Securities included in the coverage of such registration statement, on the terms and conditions set forth in this Section 2.1. ----------- If the distribution proposed to be effected by Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of a proposed public such underwritten offering shall advise the Company indicates in writing that, its reasonable belief that including all or part of the Specified Securities in its opinion, the coverage of such registration statement or in the distribution of the Shares requested to be included in the registration concurrently with the securities being registered effected by the Company or such demanding security holder would prospectus will materially and adversely affect the distribution sale of securities proposed to be sold (which statement of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by Shareholders requesting registration under this Section 2.1 ----------- without materially adversely affecting the sale of the shares proposed to be sold), then the number of Specified Securities which Shareholders shall have the right to include in such registration statement shall be reduced to the maximum number of shares specified by the managing underwriter. In the case of a registration statement filed in response to any of the First Three Demands covering both Original Shares and Additional Shares (or shares into which Additional Shares have been converted), first priority shall be afforded to the Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced; provided; however, that if the number of Registrable Securities is to -------- ------- be reduced, then reductions will respect to the Registrable Securities shall be made among the Shareholders on a pro-rata basis in accordance with the relationship which the number of the Registrable Securities held by each Shareholder bears to the number of Registrable Securities held by all Shareholders (the "Additional Shares Pro-Rata -------------------------- Reduction"). --------- In all other cases, first priority shall be afforded to securities covered by a registration statement filed in response to the exercise of a demand registration right by another holder of Common Stock, Senior Preferred Stock or Junior Preferred Stock, including the Apollo/Blackstone Shareholders, and no securities proposed to be sold by such holders shall be so reduced until all securities proposed to be sold by all other parties have been entirely eliminated and second priority shall be afforded to the Original Shares; provided, however, that in the case of a registration statement filed in -------- response to a demand from the Apollo/Blackstone Shareholders (other than any of the First Three Demands) (the "Other Demands"), first priority shall be afforded ------------- to the Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced. As to any reductions to be made to the Registrable Securities (other than the Original Shares) proposed to be sold by the Company or Shareholders pursuant to a registration statement filed in response to the Other Demands, such demanding security holderreductions to be made among the Shareholders shall be made on a pro-rata basis in accordance with the relationship which the number of Registrable Securities (other than the Original Shares) held by each Shareholder bears to the number of Registrable Securities (other than the Original Shares) held by all Shareholders (the "Pro-Rata Reduction"). As to all other proposed ------------------ selling shareholders of Securities, then Xxxxx including Shareholders, any such reduction in the number of Securities proposed to be sold by the selling shareholders shall reduce the amount of securities he intended to distribute through such offering be effected on a pro rata basis in accordance with all other shareholders requesting registration of a specified the relationship which the number of their shares (other than any demanding security holder who initially requested such registration) based on Securities of the class proposed to be sold by each selling shareholder bears to the number of such Securities of that class proposed to be sold by all selling shareholders. For purposes of calculating the Additional Shares Pro-Rata Reduction and the Pro-Rata Reduction, each share of Preferred Stock shall be counted as the number of shares Xxxxx requested to of Common Stock into which such Preferred Share would be registered divided by convertible as of the total date of determination, assuming Stockholder Approval (as defined in the Purchase Agreement) , and each share of Junior Preferred Stock shall be counted as the number of shares requested of Common Stock that would have been issued in lieu of such share of Junior Preferred Stock, as of the date of determination. Section 2.1 shall create any liability on the part of Company to be registered Shareholders if ----------- Company for any reason decides not to file or to delay or withdraw a registration statement (which are subject Company may do in its sole discretion). Shareholders may request to decrease pursuant to this sentence, multiplied by the total have Registrable Securities included in an unlimited number of such shares as the managing underwriter approves to be registeredregistrations under this Section 2.1. Except as otherwise provided in Section 9(c), all expenses of such registration shall be borne by the Company.-----------

Incidental Rights. (a) If the Company at any time or from time to time the Company proposes to file with the Securities and Exchange Commission SEC a registration statement (whether on Form S-0, X-0, or S-3, or any equivalent form then in effect) for the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement registration under the Securities Act of 1933any Subject Securities for sale, as amended (for cash consideration, to the "Securities Act") public by the Company or on any form (other than a Registration Statement on Form S-4 behalf of one or S-8 or any successor form for securities to be offered in a transaction more securityholders of the type referred Company (including in connection with a demand registration exercised pursuant to Section 2.2 but excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by the Company, any securities exchange offer, any registration of securities originally placed pursuant to Rule 145 144A under the Securities Act or to employees of the Company pursuant to any Act, dividend reinvestment plan, employee benefit plan, respectivelycorporate reorganization, or in connection with any amalgamation, merger or consolidation of the Company or any direct or indirect subsidiary of the Company with one or more other corporations if the Company is the surviving corporation), the Company shall give each Shareholder (other than an Exercising Shareholder in the event of a registration pursuant to Section 2.2) for at least 20 days’ prior written notice of the general registration of securities proposed filing (or if 20 days’ notice is not practicable, a reasonable shorter period to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"not less than 7 days)) of the Company, it will give written notice to Xxxxx at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth outline the nature of the proposed distribution and the jurisdictions in the United States in which the Company proposes to qualify and offer such securities (the “Elected Jurisdictions”). On the written request of a Shareholder (an “Electing Shareholder”) received by the Company within 15 days after the date of the Company’s delivery to such Shareholder of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed by such Electing Shareholder and the intended method or methods by which dispositions are intended to be made), the Company shall, under the terms and subject to the conditions of disposition this Article II, at its own expense as provided in Section 4.2, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the “Specified Securities”) held by each such Electing Shareholder or into which such Registrable Securities are convertible, as the case may be, and which each such Electing Shareholder has so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by each such Electing Shareholder of such Registrable Securities. (b) If the distribution proposed to be effected by the Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering indicates in writing its opinion that including all or part of the Specified Securities in the coverage of such registration statement or in the distribution to be effected by such prospectus will materially and adversely affect the sale of securities proposed to be sold (which opinion of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by the Electing Shareholders under this Section 2.1 without materially adversely affecting the sale of the securities proposed to be registered by sold), then the Company and number of Specified Securities which the intended price range if known. The notice Electing Shareholders shall offer have the right to include in such filing the aggregate number of Shares as Xxxxx may request. Xxxxx registration statement shall advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such Shares. If the managing underwriter of a proposed public offering shall advise the Company in writing that, in its opinion, the distribution of the Shares requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Xxxxx shall reduce the amount of securities he intended to distribute through such offering reduced on a pro rata basis with among the Electing Shareholders (based on the aggregate number of Registrable Securities then held by them or on such other basis as they shall agree) to the maximum number of shares or principal amount, in the case of debt, specified by the managing underwriter. First priority, after the absolute priority afforded to the Company, shall be afforded to the Specified Securities held by the Electing Shareholders and no securities proposed to be sold by the Electing Shareholders shall be so reduced until all securities proposed to be sold by all other shareholders requesting registration of a specified number of their shares parties (other than the Company) have been entirely eliminated. (c) The Company shall have the sole right to select any demanding security holder who initially requested such registration) based underwriters, including the managing underwriter, of any public offering of securities made other than as a result of the rights granted in Section 2.2. Nothing in this Section 2.1 shall create any liability on the number part of shares Xxxxx requested the Company to be registered divided by any Shareholder if the total number Company for any reason decides not to file or to delay or withdraw a registration statement (which the Company may do in its sole discretion). (d) Each Electing Shareholder shall have the right to withdraw its request for inclusion of shares requested to be registered which are subject to decrease its Specified Securities in any registration statement pursuant to this sentenceSection 2.1 by giving written notice to the Company of its request to withdraw; provided, multiplied by however, that (i) such request must be made in writing prior to the total execution of the underwriting agreement (or such other similar agreement) with respect to such registration and (ii) such withdrawal shall be irrevocable and, after making such withdrawal, such Electing Shareholder shall no longer have any right to include any of its Registrable Securities in the registration as to which such withdrawal was made. (e) Each Shareholder may request to have all or any portion of its Registrable Securities included in an unlimited number of such shares as the managing underwriter approves to be registered. Except as otherwise provided in registrations under this Section 9(c), all expenses of such registration shall be borne by the Company2.1.

Incidental Rights. If the Company at any time or from time to time (but subject to the limitations on sales of Registrable Securities in the Shareholders Agreement) the Company proposes to file with the Securities and Exchange Commission SEC a registration statement (whether on Form S-1, S-2, or S-3, or any equivalent form then in effect) for the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement regxxxxxxxxn under the Securities Act of 1933any shares of Subject Securities for sale, as amended for cash consideration, to the public by Company or on behalf of one or more shareholders of Company (excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by Company upon the "Securities Act") on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction exercise of the type referred to in Rule 145 under the Securities Act employee stock options, or to employees of the Company pursuant to any employee stock ownership plan, or in connection with any acquisition made by Company, any securities exchange offer, dividend reinvestment plan, employee benefit plan, respectively) for corporate reorganization, or in connection with any amalgamation, merger or consolidation of Company or any direct or indirect subsidiary of Company with one or more other corporations if Company is the general registration surviving corporation), Company shall give Shareholders at least 20 days' prior written notice of securities the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"not less than 7 days)) of the Company, it will give written notice to Xxxxx at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth outline the intended method of disposition nature of the securities proposed to be registered by the Company distribution and the intended price range if knownjurisdictions in the United States in which Company proposes to qualify and offer such securities (the "Elected Jurisdictions"). The notice shall offer to include in such filing On the aggregate number written request of Shares as Xxxxx may request. Xxxxx shall advise the Shareholders received by Company in writing within thirty (30) 15 days after the date of receipt Company's delivery to Shareholders of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed of by Shareholders and the intended method or methods by which dispositions are intended to be made), Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.1, include in the coverage of such offer from registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the Company, setting forth blue sky or securities laws of the amount of such Shares for which registration is requested. The Company shall thereupon include various states in such filing the Elected Jurisdictions the number of Shares Registrable Securities of the kind being registered (the "Specified Securities") held by Shareholders or into which the Registrable Securities are convertible, as the case may be, and which Shareholders have so requested to be registered or qualified for which registration is so requesteddistribution, subject to the next sentenceextent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by Shareholders of such Registrable Securities. Notwithstanding anything else contained in this Section 2.1, if the registration statement to be filed by the Company is a registration filed in response to any of the first three demands made by the Apollo/Blackstone Shareholders pursuant to Section 2.2 (the "First Three Demands"), then the Non-Apollo/Blackstone Shareholders shall not be entitled to have their Registrable Securities included in the coverage of such a registration statement, provided, however, that if the First Three Demands include Additional Shares (or shares into which Additional Shares have been converted), then the Non-Apollo/Blackstone Shareholders shall be entitled to have their Registrable Securities included in the coverage of such registration statement, on the terms and conditions set forth in this Section 2.1. If the distribution proposed to be effected by Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and shall use its best efforts to effect registration under the Securities Act of such Shares. If if the managing underwriter of a proposed public such underwritten offering shall advise the Company indicates in writing that, its reasonable belief that including all or part of the Specified Securities in its opinion, the coverage of such registration statement or in the distribution of the Shares requested to be included in the registration concurrently with the securities being registered effected by the Company or such demanding security holder would prospectus will materially and adversely affect the distribution sale of securities proposed to be sold (which statement of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by Shareholders requesting registration under this Section 2.1 without materially adversely affecting the sale of the shares proposed to be sold), then the number of Specified Securities which Shareholders shall have the right to include in such registration statement shall be reduced to the maximum number of shares specified by the managing underwriter. In the case of a registration statement filed in response to any of the First Three Demands covering both Original Shares and Additional Shares (or shares into which Additional Shares have been converted), first priority shall be afforded to the Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced; provided; however, that if the number of Registrable Securities is to be reduced, then reductions will respect to the Registrable Securities shall be made among the Shareholders on a pro-rata basis in accordance with the relationship which the number of the Registrable Securities held by each Shareholder bears to the number of Registrable Securities held by all Shareholders (the "Additional Shares Pro-Rata Reduction"). In all other cases, first priority shall be afforded to securities covered by a registration statement filed in response to the exercise of a demand registration right by another holder of Common Stock, including the Apollo/Blackstone Shareholders, and no securities proposed to be sold by such holders shall be so reduced until all securities proposed to be sold by all other parties have been entirely eliminated and second priority shall be afforded to the Original Shares; provided, however, that in the case of a registration statement filed in response to a demand from the Apollo/Blackstone Shareholders (other than any of the First Three Demands) (the "Other Demands"), first priority shall be afforded to the Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced. As to any reductions to be made to the Registrable Securities (other than the Original Shares) proposed to be sold by the Company or Shareholders pursuant to a registration statement filed in response to the Other Demands, such demanding security holderreductions to be made among the Shareholders shall be made on a pro-rata basis in accordance with the relationship which the number of Registrable Securities (other than the Original Shares) held by each Shareholder bears to the number of Registrable Securities (other than the Original Shares) held by all Shareholders (the "Pro-Rata Reduction"). As to all other proposed selling shareholders of Securities, then Xxxxx including Shareholders, any such reduction in the number of Securities proposed to be sold by the selling shareholders shall reduce the amount of securities he intended to distribute through such offering be effected on a pro rata basis in accordance with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the relationship which the number of shares Xxxxx requested such Securities of the class proposed to be registered divided sold by each selling shareholder bears to the total number of shares requested to be registered which are subject to decrease pursuant to this sentence, multiplied by the total number of such shares as Securities of that class proposed to be sold by all selling shareholders. Company shall have the sole right to select any underwriters, including the managing underwriter approves to be registered. Except underwriter, of any public offering of securities made other than as otherwise provided a result of the rights granted in Section 9(c2.2. Nothing in this Section 2.1 shall create any liability on the part of Company to Shareholders if Company for any reason decides not to file or to delay or withdraw a registration statement (which Company may do in its sole discretion), all expenses . Shareholders may request to have Registrable Securities included in an unlimited number of such registration shall be borne by the Companyregistrations under this Section 2.1.

Incidental Rights. If the Company at any time or from time to time (but subject to the limitations on sales of Registrable Securities in the Shareholders Agreement) the Company proposes to file with the Securities and Exchange Commission SEC a registration statement (whether on Form S-1, S-2, or S-3, or any equivalent form then in effect) for the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement rxxxxxxxxion under the Securities Act of 1933any shares of Subject Securities for sale, as amended for cash consideration, to the public by Company or on behalf of one or more shareholders of Company (excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by Company upon the "Securities Act") on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction exercise of the type referred to in Rule 145 under the Securities Act employee stock options, or to employees of the Company pursuant to any employee stock ownership plan, or in connection with any acquisition made by Company, any securities exchange offer, dividend reinvestment plan, employee benefit plan, respectively) for corporate reorganization, or in connection with any amalgamation, merger or consolidation of Company or any direct or indirect subsidiary of Company with one or more other corporations if Company is the general registration surviving corporation), Company shall give Shareholders at least 20 days' prior written notice of securities the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"not less than 7 days)) of the Company, it will give written notice to Xxxxx at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth outline the intended method of disposition nature of the securities proposed to be registered by the Company distribution and the intended price range if knownjurisdictions in the United States in which Company proposes to qualify and offer such securities (the "Elected Jurisdictions"). The notice shall offer to include in such filing On the aggregate number written request of Shares as Xxxxx may request. Xxxxx shall advise the Shareholders received by Company in writing within thirty (30) 15 days after the date of receipt Company's delivery to Shareholders of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed of by Shareholders and the intended method or methods by which dispositions are intended to be made), Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.1, include in the coverage of such offer from registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the Company, setting forth blue sky or securities laws of the amount of such Shares for which registration is requested. The Company shall thereupon include various states in such filing the Elected Jurisdictions the number of Shares Registrable Securities of the kind being registered (the "Specified Securities") held by Shareholders or into which the Registrable Securities are convertible, as the case may be, and which Shareholders have so requested to be registered or qualified for which registration is so requesteddistribution, subject to the next sentenceextent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by Shareholders of such Registrable Securities. Notwithstanding anything else contained in this Section 2.1, if the registration statement to be filed by the Company is a registration filed in response to any of the first three demands made by the Apollo/Blackstone Shareholders pursuant to Section 2.2 (the "First Three Demands"), then the Non-Apollo/Blackstone Shareholders shall not be entitled to have their Registrable Securities included in the coverage of such a registration statement, provided, however, that if the First Three Demands include Additional Shares (or shares into which Additional Shares have been converted), then the Non-Apollo/Blackstone Shareholders shall be entitled to have their Registrable Securities included in the coverage of such registration statement, on the terms and conditions set forth in this Section 2.1. If the distribution proposed to be effected by Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and shall use its best efforts to effect registration under the Securities Act of such Shares. If if the managing underwriter of a proposed public such underwritten offering shall advise the Company indicates in writing that, its reasonable belief that including all or part of the Specified Securities in its opinion, the coverage of such registration statement or in the distribution of the Shares requested to be included in the registration concurrently with the securities being registered effected by the Company or such demanding security holder would prospectus will materially and adversely affect the distribution sale of securities proposed to be sold (which statement of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by Shareholders requesting registration under this Section 2.1 without materially adversely affecting the sale of the shares proposed to be sold), then the number of Specified Securities which Shareholders shall have the right to include in such registration statement shall be reduced to the maximum number of shares specified by the managing underwriter. In the case of a registration statement filed in response to any of the First Three Demands covering both Original Shares and Additional Shares (or shares into which Additional Shares have been converted), first priority shall be afforded to the Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced; provided; however, that if the number of Registrable Securities is to be reduced, then reductions will respect to the Registrable Securities shall be made among the Shareholders on a pro-rata basis in accordance with the relationship which the number of the Registrable Securities held by each Shareholder bears to the number of Registrable Securities held by all Shareholders (the "Additional Shares Pro-Rata Reduction"). In all other cases, first priority shall be afforded to securities covered by a registration statement filed in response to the exercise of a demand registration right by another holder of Common Stock, including the Apollo/Blackstone Shareholders, and no securities proposed to be sold by such holders shall be so reduced until all securities proposed to be sold by all other parties have been entirely eliminated and second priority shall be afforded to the Original Shares; provided, however, that in the case of a registration statement filed in response to a demand from the Apollo/Blackstone Shareholders (other than any of the First Three Demands) (the "Other Demands"), first priority shall be afforded to the Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced. As to any reductions to be made to the Registrable Securities (other than the Original Shares) proposed to be sold by the Company or Shareholders pursuant to a registration statement filed in response to the Other Demands, such demanding security holderreductions to be made among the Shareholders shall be made on a pro-rata basis in accordance with the relationship which the number of Registrable Securities (other than the Original Shares) held by each Shareholder bears to the number of Registrable Securities (other than the Original Shares) held by all Shareholders (the "Pro-Rata Reduction"). As to all other proposed selling shareholders of Securities, then Xxxxx including Shareholders, any such reduction in the number of Securities proposed to be sold by the selling shareholders shall reduce the amount of securities he intended to distribute through such offering be effected on a pro rata basis in accordance with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the relationship which the number of shares Xxxxx requested such Securities of the class proposed to be registered divided sold by each selling shareholder bears to the total number of shares requested to be registered which are subject to decrease pursuant to this sentence, multiplied by the total number of such shares as Securities of that class proposed to be sold by all selling shareholders. Company shall have the sole right to select any underwriters, including the managing underwriter approves to be registered. Except underwriter, of any public offering of securities made other than as otherwise provided a result of the rights granted in Section 9(c2.2. Nothing in this Section 2.1 shall create any liability on the part of Company to Shareholders if Company for any reason decides not to file or to delay or withdraw a registration statement (which Company may do in its sole discretion), all expenses . Shareholders may request to have Registrable Securities included in an unlimited number of such registration shall be borne by the Companyregistrations under this Section 2.1.

Incidental Rights. If the Company at any time or from time to time after two years following the date of the closing of the purchase of the Xxxxxxx Block, Company proposes to file with the Securities and Exchange Commission SEC a registration statement (the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement whether on Form S-4 X-0, X-0, or S-8 S-3, or any successor equivalent form for securities to be offered then in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectivelyeffect) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will give written notice to Xxxxx at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in such filing the aggregate number of Shares as Xxxxx may request. Xxxxx shall advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of any shares of Common Stock for sale, for cash consideration, to the public by Company or on behalf of one or more shareholders of Company (excluding any sale of securities convertible into or exercisable for Common Stock, and any shares of Common Stock issuable by Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by Company, any securities exchange offer, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of Company or any direct or indirect subsidiary of Company with one or more other corporations if Company is the surviving corporation), Company shall give Shareholders at least 20 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which Company proposes to qualify and offer such Sharessecurities (the "ELECTED JURISDICTIONS"). On the written request of Shareholders received by Company within 15 days after the date of Company's delivery to Shareholders of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed of by Shareholders and the intended method or methods by which dispositions are intended to be made), Company shall, under the terms and subject to the conditions of this ARTICLE II, at its own expense as provided in SECTION 4.1, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities (the "SPECIFIED SECURITIES") held by Shareholders and which Shareholders have so requested to be registered or qualified for distribution, to the extent requisite to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by Shareholders of such Registrable Securities. If the distribution proposed to be effected by Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of a proposed public such underwritten offering shall advise the Company indicates in writing that, its reasonable belief that including all or part of the Specified Securities in its opinion, the coverage of such registration statement or in the distribution of the Shares requested to be included in the registration concurrently with the securities being registered effected by the Company or such demanding security holder would prospectus will materially and adversely affect the distribution sale of securities proposed to be sold (which statement of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by Shareholders requesting registration under this SECTION 2.1 without materially adversely affecting the sale of the shares proposed to be sold), then the number of Specified Securities which Shareholders shall have the right to include in such securities registration statement shall be reduced to the maximum number of shares specified by the Company or managing underwriter. In all cases, priority shall be afforded to securities covered by a registration statement filed in response to the exercise of a demand registration right by another holder of Common Stock and no securities proposed to be sold by such demanding security holderother holder shall be so reduced until all securities proposed to be sold by all other parties have been entirely eliminated. As to all other proposed selling shareholders of Common Stock, then Xxxxx including Shareholders, any such reduction in the number of shares of Common Stock proposed to be sold by the selling shareholders shall reduce the amount of securities he intended to distribute through such offering be effected on a pro rata basis in accordance with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the relationship which the number of shares Xxxxx requested of Common Stock proposed to be registered divided sold by each selling shareholder bears to the total number of shares requested of Common Stock proposed to be registered sold by all selling shareholders. 1. Nothing in this SECTION 2.1 shall create any liability on the part of Company to Shareholders if Company for any reason decides not to file or to delay or withdraw a registration statement (which are subject Company may do in its sole discretion). Shareholders may request to decrease pursuant to this sentence, multiplied by the total have Common Stock included in an unlimited number of such shares as the managing underwriter approves to be registered. Except as otherwise provided in Section 9(c), all expenses of such registration shall be borne by the Companyregistrations under this SECTION 2.1.

Incidental Rights. If the Company at any time or from time to time (but subject to the limitations on sales of Registrable Securities in the Shareholders Agreement) the Company proposes to file with the Securities and Exchange Commission SEC a registration statement (the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement whether on Form S-4 X-0, X-0, or S-8 S-3, or any successor equivalent form for securities to be offered then in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectivelyeffect) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will give written notice to Xxxxx at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in such filing the aggregate number of Shares as Xxxxx may request. Xxxxx shall advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of any shares of Subject Securities for sale, for cash consideration, to the public by Company or on behalf of one or more shareholders of Company (excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by Company, any securities exchange offer, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of Company or any direct or indirect subsidiary of Company with one or more other corporations if Company is the surviving corporation), Company shall give Shareholders at least 20 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which Company proposes to qualify and offer such Sharessecurities (the "Elected Jurisdictions"). On the written request of Shareholders received by Company within 15 days after the date of Company's delivery to Shareholders of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed of by Shareholders and the intended method or methods by which dispositions are intended to be made), Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.1, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "Specified Securities") held by Shareholders or into which the Registrable Securities are convertible, as the case may be, and which Shareholders have so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by Shareholders of such Registrable Securities. Notwithstanding anything else contained in this Section 2.1, if the registration statement to be filed by the Company is a registration filed in response to any of the first three demands made by the Apollo/Blackstone Shareholders pursuant to Section 2.2 (the "First Three Demands"), then the Non-Apollo/Blackstone Shareholders shall not be entitled to have their Registrable Securities included in the coverage of such a registration statement, provided, however, that if the First Three Demands include Additional Shares (or shares into which Additional Shares have been converted), then the Non-Apollo/Blackstone Shareholders shall be entitled to have their Registrable Securities included in the coverage of such registration statement, on the terms and conditions set forth in this Section 2.1. If the distribution proposed to be effected by Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of a proposed public such underwritten offering shall advise the Company indicates in writing that, its reasonable belief that including all or part of the Specified Securities in its opinion, the coverage of such registration statement or in the distribution of the Shares requested to be included in the registration concurrently with the securities being registered effected by the Company or such demanding security holder would prospectus will materially and adversely affect the distribution sale of securities proposed to be sold (which statement of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by Shareholders requesting registration under this Section 2.1 without materially adversely affecting the sale of the shares proposed to be sold), then the number of Specified Securities which Shareholders shall have the right to include in such registration statement shall be reduced to the maximum number of shares specified by the managing underwriter. In the case of a registration statement filed in response to any of the First Three Demands covering both Original Shares and Additional Shares (or shares into which Additional Shares have been converted), first priority shall be afforded to the Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced; provided; however, that if the number of Registrable Securities is to be reduced, then reductions will respect to the Registrable Securities shall be made among the Shareholders on a pro-rata basis in accordance with the relationship which the number of the Registrable Securities held by each Shareholder bears to the number of Registrable Securities held by all Shareholders (the "Additional Shares Pro-Rata Reduction"). In all other cases, first priority shall be afforded to securities covered by a registration statement filed in response to the exercise of a demand registration right by another holder of Common Stock, including the Apollo/Blackstone Shareholders, and no securities proposed to be sold by such holders shall be so reduced until all securities proposed to be sold by all other parties have been entirely eliminated and second priority shall be afforded to the Original Shares; provided, however, that in the case of a registration statement filed in response to a demand from the Apollo/Blackstone Shareholders (other than any of the First Three Demands) (the "Other Demands"), first priority shall be afforded to the Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced. As to any reductions to be made to the Registrable Securities (other than the Original Shares) proposed to be sold by the Company or Shareholders pursuant to a registration statement filed in response to the Other Demands, such demanding security holderreductions to be made among the Shareholders shall be made on a pro-rata basis in accordance with the relationship which the number of Registrable Securities (other than the Original Shares) held by each Shareholder bears to the number of Registrable Securities (other than the Original Shares) held by all Shareholders (the "Pro-Rata Reduction"). As to all other proposed selling shareholders of Securities, then Xxxxx including Shareholders, any such reduction in the number of Securities proposed to be sold by the selling shareholders shall reduce the amount of securities he intended to distribute through such offering be effected on a pro rata basis in accordance with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the relationship which the number of shares Xxxxx requested such Securities of the class proposed to be registered divided sold by each selling shareholder bears to the total number of shares requested to be registered which are subject to decrease pursuant to this sentence, multiplied by the total number of such shares as Securities of that class proposed to be sold by all selling shareholders. Company shall have the sole right to select any underwriters, including the managing underwriter approves to be registered. Except underwriter, of any public offering of securities made other than as otherwise provided a result of the rights granted in Section 9(c2.2. Nothing in this Section 2.1 shall create any liability on the part of Company to Shareholders if Company for any reason decides not to file or to delay or withdraw a registration statement (which Company may do in its sole discretion), all expenses . Shareholders may request to have Registrable Securities included in an unlimited number of such registration shall be borne by the Companyregistrations under this Section 2.1.

Incidental Rights. If the Company at any time or from time to time after two years following the date of the closing of the purchase of the Laidxxx Xxxck, Company proposes to file with the Securities and Exchange Commission SEC a registration statement (the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement whether on Form S-4 or S-8 S-1, X-0, xx S-3, or any successor equivalent form for securities to be offered then in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectivelyeffect) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will give written notice to Xxxxx at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in such filing the aggregate number of Shares as Xxxxx may request. Xxxxx shall advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of any shares of Common Stock for sale, for cash consideration, to the public by Company or on behalf of one or more shareholders of Company (excluding any sale of securities convertible into or exercisable for Common Stock, and any shares of Common Stock issuable by Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by Company, any securities exchange offer, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of Company or any direct or indirect subsidiary of Company with one or more other corporations if Company is the surviving corporation), Company shall give Shareholders at least 20 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which Company proposes to qualify and offer such Sharessecurities (the "Elected Jurisdictions"). On the written request of Shareholders received by Company within 15 days after the date of Company's delivery to Shareholders of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed of by Shareholders and the intended method or methods by which dispositions are intended to be made), Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.1, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and If the distribution proposed to be effected by Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of a proposed public such underwritten offering shall advise the Company indicates in writing that, its reasonable belief that including all or part of the Specified Securities in its opinion, the coverage of such registration statement or in the distribution of the Shares requested to be included in the registration concurrently with the securities being registered effected by the Company or such demanding security holder would prospectus will materially and adversely affect the distribution sale of securities proposed to be sold (which statement of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by Shareholders requesting registration under this Section 2.1 without materially adversely affecting the sale of the shares proposed to be sold), then the number of Specified Securities which Shareholders shall have the right to include in such securities registration statement shall be reduced to the maximum number of shares specified by the Company or managing underwriter. In all cases, priority shall be afforded to securities covered by a registration statement filed in response to the exercise of a demand registration right by another holder of Common Stock and no securities proposed to be sold by such demanding security holderother holder shall be so reduced until all securities proposed to be sold by all other parties have been entirely eliminated. As to all other proposed selling shareholders of Common Stock, then Xxxxx including Shareholders, any such reduction in the number of shares of Common Stock proposed to be sold by the selling shareholders shall reduce the amount of securities he intended to distribute through such offering be effected on a pro rata basis in accordance with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the relationship which the number of shares Xxxxx requested of Common 1. Nothing in this Section 2.1 shall create any liability on the part of Company to be registered divided by the total Shareholders if Company for any reason decides not to file or to delay or withdraw a registration statement (which Company may do in its sole discretion). Shareholders may request to have Common Stock included in an unlimited number of shares requested to be registered which are subject to decrease pursuant to registrations under this sentence, multiplied by the total number of such shares as the managing underwriter approves to be registered. Except as otherwise provided in Section 9(c), all expenses of such registration shall be borne by the Company2.1.

Incidental Rights. (a) If the Company at any time or from time to time (but subject to the limitations on sales of Registrable Securities in the Investor Agreement) the Company proposes to file with the Securities and Exchange Commission SEC a registration statement (whether on Form S-1, X-0, xx S-3, or any equivalent form then in effect) for the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement registration under the Securities Act of 1933any Subject Securities for sale, as amended (for cash consideration, to the "Securities Act") public by the Company or on any form (other than a Registration Statement on Form S-4 behalf of one or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees more securityholders of the Company pursuant (excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by the Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by the Company, any securities exchange offer, dividend reinvestment plan, employee benefit plan, respectively) for corporate reorganization, or in connection with any amalgamation, merger or consolidation of the general registration Company or any direct or indirect subsidiary of securities the Company with one or more other corporations if the Company is the surviving corporation), the Company shall give Shareholder at least 20 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"not less than 7 days)) of the Company, it will give written notice to Xxxxx at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth outline the nature of the proposed distribution and the jurisdictions in the United States in which the Company proposes to qualify and offer such securities (the "Elected Jurisdictions"). On the written request of Shareholder received by the Company within 15 days after the date of the Company's delivery to Shareholder of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed by Shareholder and the intended method or methods by which dispositions are intended to be made), the Company shall, under the terms and subject to the conditions of disposition this Article II, at its own expense as provided in Section 4.1, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "Specified Securities") held by Shareholder or into which the Registrable Securities are convertible, as the case may be, and which Shareholder has so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by Shareholder of such Registrable Securities. (b) If the distribution proposed to be effected by the Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of such underwritten offering indicates in writing its opinion that including all or part of the Specified Securities in the coverage of such registration statement or in the distribution to be effected by such prospectus will materially and adversely affect the sale of securities proposed to be sold (which opinion of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by Shareholder requesting registration under this Section 2.1 without materially adversely affecting the sale of the securities proposed to be registered by sold), then the Company and number of Specified Securities which Shareholder shall have the intended price range if known. The notice shall offer right to include in such filing registration statement shall be reduced to the aggregate maximum number of Shares as Xxxxx may requestshares or principal amount, in the case of debt, specified by the managing underwriter. Xxxxx shall advise the Company in writing within thirty (30) days First priority, after the date of receipt of such offer from absolute priority afforded to the Company, setting forth shall be afforded to the amount of such Shares for which registration is requested. Specified Securities held by Shareholder and no securities proposed to be sold by Shareholder shall be so reduced until all securities proposed to be sold by all other parties (other than the Company) have been entirely eliminated. (c) The Company shall thereupon include have the sole right to select any underwriters, including the managing underwriter, of any public offering of securities made other than as a result of the rights granted in such filing Section 2.2. Nothing in this Section 2.1 shall create any liability on the number part of Shares the Company to Shareholder if the Company for any reason decides not to file or to delay or withdraw a registration statement (which the Company may do in its sole discretion). (d) Shareholder shall have the right to withdraw its request for inclusion of its Specified Securities in any registration is so requested, subject statement pursuant to this Section 2.1 by giving written notice to the next sentenceCompany of its request to withdraw; provided, and shall use its best efforts to effect registration under the Securities Act of however, that (i) such Shares. If the managing underwriter of a proposed public offering shall advise the Company request must be made in writing that, in its opinion, prior to the distribution execution of the Shares requested underwriting agreement (or such other similar agreement) with respect to such registration and (ii) such withdrawal shall be included irrevocable and, after making such withdrawal, Shareholder shall no longer have any right to include Registrable Securities in the registration concurrently with the securities being registered by the Company or as to which such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Xxxxx shall reduce the amount of securities he intended withdrawal was made. (e) Shareholder may request to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified have Registrable Securities included in an unlimited number of their shares (other than any demanding security holder who initially requested such registration) based on the number of shares Xxxxx requested to be registered divided by the total number of shares requested to be registered which are subject to decrease pursuant to registrations under this sentence, multiplied by the total number of such shares as the managing underwriter approves to be registered. Except as otherwise provided in Section 9(c), all expenses of such registration shall be borne by the Company2.1.

Incidental Rights. If the Company at any time proposes to file with the Securities and Exchange Commission (the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement on Form S-4 or S-8 or any successor form for securities to be offered in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectively) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will give written notice to Xxxxx at Szmyx xx least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in such filing the aggregate number of Shares as Xxxxx may Szmyx xxx request. Xxxxx shall Szmyx xxxll advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of such Shares. If the managing underwriter of a proposed public offering shall advise the Company in writing that, in its opinion, the distribution of the Shares requested to be included in the registration concurrently with the securities being registered by the Company or such demanding security holder would materially and adversely affect the distribution of such securities by the Company or such demanding security holder, then Xxxxx shall reduce the amount of securities he intended to distribute through such offering on a pro rata basis with all other shareholders requesting registration of a specified number of their shares (other than any demanding security holder who initially requested such registration) based on the number of shares Xxxxx requested to be registered divided by the total number of shares requested to be registered which are subject to decrease pursuant to this sentence, multiplied by the total number of such shares as the managing underwriter approves to be registered. Except as otherwise provided in Section 9(c), all expenses of such registration shall be borne by the Company.such

Incidental Rights. If the Company at any time or from time to time (but subject to the limitations on sales of Registrable Securities in the Shareholders Agreement) the Company proposes to file with the Securities and Exchange Commission SEC a registration statement (the "Commission") on its behalf and/or on behalf of any of its security holders (the "demanding security holders") a Registration Statement under the Securities Act of 1933, as amended (the "Securities Act") on any form (other than a Registration Statement whether on Form S-4 S-1, S-2, or S-8 or any successor S-0, xx xny equivalent form for securities to be offered then in a transaction of the type referred to in Rule 145 under the Securities Act or to employees of the Company pursuant to any employee benefit plan, respectivelyeffect) for the general registration of securities to be sold for cash with respect to its Common Stock or any other class of equity security (as defined in Section 3(a)(11) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) of the Company, it will give written notice to Xxxxx at least sixty (60) days before the initial filing with the Commission of such Registration Statement, which notice shall set forth the intended method of disposition of the securities proposed to be registered by the Company and the intended price range if known. The notice shall offer to include in such filing the aggregate number of Shares as Xxxxx may request. Xxxxx shall advise the Company in writing within thirty (30) days after the date of receipt of such offer from the Company, setting forth the amount of such Shares for which registration is requested. The Company shall thereupon include in such filing the number of Shares for which registration is so requested, subject to the next sentence, and shall use its best efforts to effect registration under the Securities Act of any shares of Subject Securities for sale, for cash consideration, to the public by Company or on behalf of one or more shareholders of Company (excluding any sale of securities upon conversion into or exchange or exercise for shares of Common Stock, and any shares of Common Stock issuable by Company upon the exercise of employee stock options, or to any employee stock ownership plan, or in connection with any acquisition made by Company, any securities exchange offer, dividend reinvestment plan, employee benefit plan, corporate reorganization, or in connection with any amalgamation, merger or consolidation of Company or any direct or indirect subsidiary of Company with one or more other corporations if Company is the surviving corporation), Company shall give Shareholders at least 20 days' prior written notice of the proposed filing (or if 20 days' notice is not practicable, a reasonable shorter period to be not less than 7 days), which notice shall outline the nature of the proposed distribution and the jurisdictions in the United States in which Company proposes to qualify and offer such Sharessecurities (the "Elected Jurisdictions"). On the written request of Shareholders received by Company within 15 days after the date of Company's delivery to Shareholders of the notice of intended registration (which request shall specify the Registrable Securities sought to be disposed of by Shareholders and the intended method or methods by which dispositions are intended to be made), Company shall, under the terms and subject to the conditions of this Article II, at its own expense as provided in Section 4.1, include in the coverage of such registration statement (or in a separate registration statement concurrently filed) and qualify for sale under the blue sky or securities laws of the various states in the Elected Jurisdictions the number of Registrable Securities of the kind being registered (the "Specified Securities") held by Shareholders or into which the Registrable Securities are convertible, as the case may be, and which Shareholders have so requested to be registered or qualified for distribution, to the extent required to permit the distribution (in accordance with the intended method or methods thereof as aforesaid) in the Elected Jurisdictions requested by Shareholders of such Registrable Securities. Notwithstanding anything else contained in this Section 2.1, if the registration statement to be filed by the Company is a registration filed in response to any of the first three demands made by the Apollo/Blackstone Shareholders pursuant to Section 2.2 (the "First Three Demands"), then the Non-Apollo/Blackstone Shareholders shall not be entitled to have their Registrable Securities included in the coverage of such a registration statement, provided, however, that if the First Three Demands include Additional Shares (or shares into which Additional Shares have been converted), then the Non-Apollo/Blackstone Shareholders shall be entitled to have their Registrable Securities included in the coverage of such registration statement, on the terms and conditions set forth in this Section 2.1. If the distribution proposed to be effected by Company involves an underwritten offering of the securities being so distributed by or through one or more underwriters, and if the managing underwriter of a proposed public such underwritten offering shall advise the Company indicates in writing that, its reasonable belief that including all or part of the Specified Securities in its opinion, the coverage of such registration statement or in the distribution of the Shares requested to be included in the registration concurrently with the securities being registered effected by the Company or such demanding security holder would prospectus will materially and adversely affect the distribution sale of securities proposed to be sold (which statement of the managing underwriter shall also state the maximum number of shares, if any, which can be sold by Shareholders requesting registration under this Section 2.1 without materially adversely affecting the sale of the shares proposed to be sold), then the number of Specified Securities which Shareholders shall have the right to include in such registration statement shall be reduced to the maximum number of shares specified by the managing underwriter. In the case of a registration statement filed in response to any of the First Three Demands covering both Original Shares and Additional Shares (or shares into which Additional Shares have been converted), first priority shall be afforded to the Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced; provided; however, that if the number of Registrable Securities is to be reduced, then reductions will respect to the Registrable Securities shall be made among the Shareholders on a pro-rata basis in accordance with the relationship which the number of the Registrable Securities held by each Shareholder bears to the number of Registrable Securities held by all Shareholders (the "Additional Shares Pro-Rata Reduction"). In all other cases, first priority shall be afforded to securities covered by a registration statement filed in response to the exercise of a demand registration right by another holder of Common Stock, Senior Preferred Stock or Junior Preferred Stock, including the Apollo/Blackstone Shareholders, and no securities proposed to be sold by such holders shall be so reduced until all securities proposed to be sold by all other parties have been entirely eliminated and second priority shall be afforded to the Original Shares; provided, however, that in the case of a registration statement filed in response to a demand from the Apollo/Blackstone Shareholders (other than any of the First Three Demands) (the "Other Demands"), first priority shall be afforded to the Original Shares, with all other securities to be completely eliminated before the number of such Original Shares is reduced and second priority shall be given to the other Registrable Securities of both the Apollo/Blackstone Shareholders and the Non-Apollo/Blackstone Shareholders, with all other securities to be completely eliminated before the number of such Registrable Securities is reduced. As to any reductions to be made to the Registrable Securities (other than the Original Shares) proposed to be sold by the Company or Shareholders pursuant to a registration statement filed in response to the Other Demands, such demanding security holderreductions to be made among the Shareholders shall be made on a pro-rata basis in accordance with the relationship which the number of Registrable Securities (other than the Original Shares) held by each Shareholder bears to the number of Registrable Securities (other than the Original Shares) held by all Shareholders (the "Pro-Rata Reduction"). As to all other proposed selling shareholders of Securities, then Xxxxx including Shareholders, any such reduction in the number of Securities proposed to be sold by the selling shareholders shall reduce the amount of securities he intended to distribute through such offering be effected on a pro rata basis in accordance with all other shareholders requesting registration of a specified the relationship which the number of their shares (other than any demanding security holder who initially requested such registration) based on Securities of the class proposed to be sold by each selling shareholder bears to the number of such Securities of that class proposed to be sold by all selling shareholders. For purposes of calculating the Additional Shares Pro-Rata Reduction and the Pro-Rata Reduction, each share of Preferred Stock shall be counted as the number of shares Xxxxx requested to of Common Stock into which such Preferred Share would be registered divided by convertible as of the total date of determination, assuming Stockholder Approval (as defined in the Purchase Agreement) , and each share of Junior Preferred Stock shall be counted as the number of shares requested of Common Stock that would have been issued in lieu of such share of Junior Preferred Stock, as of the date of determination. Company shall have the sole right to be registered select any underwriters, including the managing underwriter, of any public offering of securities made other than as a result of the rights granted in Section 2.2. Nothing in this Section 2.1 shall create any liability on the part of Company to Shareholders if Company for any reason decides not to file or to delay or withdraw a registration statement (which are subject Company may do in its sole discretion). Shareholders may request to decrease pursuant to this sentence, multiplied by the total have Registrable Securities included in an unlimited number of such shares as the managing underwriter approves to be registered. Except as otherwise provided in registrations under this Section 9(c), all expenses of such registration shall be borne by the Company2.1.