Common use of Notice of Request Clause in Contracts

Notice of Request. At any time, or from time to time, following the expiration of any and all lock up agreements required by the managing underwriters in an IPO, the Non-Xxxxx Stockholders shall have the right to request that the Company effect the registration under the Securities Act of all or a portion of the Registrable Securities owned by all the Non-Xxxxx Stockholders, such request to specify the intended method or methods of disposition thereof (it being understood that the right to request registration on a Shelf Registration Statement shall be governed by Section 7.1(b)), provided that (i) the Non-Xxxxx Stockholders shall not have the right to request the registration of such Registrable Securities if such registration is not required under the Securities Act to permit the immediate disposition of all such shares on any exchange on which the Capital Stock is listed or on NASDAQ (if the Capital Stock is not listed) pursuant to Rule 144 of the Securities Act or otherwise and (ii) the market value sought to be registered by such Non-Xxxxx Stockholders shall exceed $25,000,000. Upon any such request, the Company will use its best efforts to effect the prompt registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by the Non-Xxxxx Stockholders. Upon any such request, the Company will promptly, but in any event within 15 days, give written notice of such request to all holders of Registrable Securities and thereupon the Company will, subject to Section 7.5, use its best efforts to effect the prompt registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by the Non-Xxxxx Stockholders, and (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company by such holders within 20 days after the giving of such written notice by the Company to such holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of the Non-Xxxxx Stockholders.

Notice of Request. At any time, or from time to time, following the expiration of any and all lock up agreements required by the managing underwriters in an IPO, the Non-Xxxxx Stockholders The Unitholder shall have the right to request make up to six requests (each, a “Demand Registration”) that the Company Partnership effect the registration under the Securities Act of all or a portion of the Registrable Securities owned Beneficially Owned by all the Non-Xxxxx StockholdersUnitholder (the Unitholder, in such capacity, the “Initiating Unitholder”), each such request to specify the number of Registrable Securities to be registered and the intended method or methods of disposition thereof thereof; provided that, with respect to any shelf registration requested by the Initiating Unitholder pursuant to Section 1.1(b) (it being understood which initial request shall count as a request for purposes of this Section 1.1), each subsequent request by the Initiating Unitholder that the right to request registration on a Partnership sell Registrable Securities from such Shelf Registration Statement (as such term is defined in part (b) of this Section 1.1) that is not made simultaneously with such initial request shall be governed by counted as an additional request for purposes of this Section 7.1(b)), provided that (i) the Non-Xxxxx Stockholders shall not have the right to request the registration of such Registrable Securities if such registration is not required under the Securities Act to permit the immediate disposition of all such shares on any exchange on which the Capital Stock is listed or on NASDAQ (if the Capital Stock is not listed) pursuant to Rule 144 of the Securities Act or otherwise and (ii) the market value sought to be registered by such Non-Xxxxx Stockholders shall exceed $25,000,0001.1. Upon any such requestrequest (each, a “Demand Request Notice”), the Company will use its best efforts to effect the prompt registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by the Non-Xxxxx Stockholders. Upon any such request, the Company Partnership will promptly, but in any event within 15 5 days, give written notice of such request to all holders of Registrable Securities and thereupon the Company Partnership will, subject to Section 7.5, 1.4: (i) use its best efforts to effect the prompt registration under the Securities Act of: (iA) the Registrable Securities which the Company Partnership has been so requested to register by the Non-Xxxxx StockholdersInitiating Unitholder, and (iiB) all other Registrable Securities which the Company Partnership has been requested to register by the holders thereof by written request given to the Company Partnership by such holders within 20 30 days after the giving of such written notice by the Company Partnership to such holdersholders (or, 15 days if, at the request of the Initiating Unitholder, the Partnership states in such written notice or gives telephonic notice to each holder of Registrable Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of the NonInitiating Unitholder and any “Participating Unitholders,” which term shall refer to any Permitted Transferee that exercises its right to participate in the registration initiated by the Initiating Unitholder, which intended method or methods of distribution may include, at the option of the Initiating Unitholder or the Participating Unitholders, as applicable, a distribution of such Registrable Securities to, and resale of such Registrable Securities by, the shareholders, members or partners of the Unitholder or the equity owners of the Unitholder (a “Partner Distribution”); and (ii) if requested by the Initiating Unitholder or any Participating Unitholders, as applicable, obtain acceleration of the effective date of the registration statement relating to such registration. Notwithstanding anything contained herein to the contrary, the Partnership shall, at the request of the Initiating Unitholder or any Participating Unitholders, as applicable, seeking to effect a Partner Distribution, file any prospectus supplement or post-Xxxxx Stockholderseffective amendments and shall otherwise take any action necessary to include such language, if such language was not included in the initial registration statement, or revise such language if deemed necessary by the Unitholder, to effect such Partner Distribution.

Notice of Request. At any timeFollowing the Initial Public Offering, or from time to time, following each of the expiration of any Special General Partner and all lock up agreements required by the managing underwriters in an IPO, the Non-Xxxxx Stockholders Organizational Limited Partner shall have the right to request make up to three requests (each, a “Demand Registration”) that the Company Partnership effect the registration under the Securities Act of all or a portion of the Registrable Securities owned Beneficially Owned by all the Non-Xxxxx StockholdersSpecial General Partner or the Organizational Limited Partner, as the case may be (the Special General Partner or the Organizational Limited Partner, in such capacity, the “Initiating Unitholder”), each such request to specify the number of Registrable Securities to be registered and the intended method or methods of disposition thereof thereof; provided that, with respect to any shelf registration requested by an Initiating Unitholder pursuant to Section 1.1(b) (it being understood which initial request shall count as a request for purposes of this Section 1.1), each subsequent request by an Initiating Unitholder that the right to request registration on a Partnership sell Registrable Securities from such Shelf Registration Statement (as such term is defined in part (b) of this Section 1.1) that is not made simultaneously with such initial request shall be governed by counted as an additional request for purposes of this Section 7.1(b)), provided that (i) the Non-Xxxxx Stockholders shall not have the right to request the registration of such Registrable Securities if such registration is not required under the Securities Act to permit the immediate disposition of all such shares on any exchange on which the Capital Stock is listed or on NASDAQ (if the Capital Stock is not listed) pursuant to Rule 144 of the Securities Act or otherwise and (ii) the market value sought to be registered by such Non-Xxxxx Stockholders shall exceed $25,000,0001.1. Upon any such requestrequest (each, a “Demand Request Notice”), the Company will use its best efforts to effect the prompt registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by the Non-Xxxxx Stockholders. Upon any such request, the Company Partnership will promptly, but in any event within 15 5 days, give written notice of such request to all holders of Registrable Securities and thereupon the Company Partnership will, subject to Section 7.5, 1.4: (i) use its best efforts to effect the prompt registration under the Securities Act of: (iA) the Registrable Securities which the Company Partnership has been so requested to register by the Non-Xxxxx StockholdersInitiating Unitholder, and (iiB) all other Registrable Securities which the Company Partnership has been requested to register by the holders thereof by written request given to the Company Partnership by such holders within 20 30 days after the giving of such written notice by the Company Partnership to such holdersholders (or, 15 days if, at the request of the Initiating Unitholder, the Partnership states in such written notice or gives telephonic notice to each holder of Registrable Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of the NonInitiating Unitholder and any “Participating Unitholders,” which term shall refer to any Unitholder that exercises its right to participate in the registration initiated by the Initiating Unitholder, which intended method or methods of distribution may include, at the option of the Initiating Unitholder or the Participating Unitholders, as applicable, a distribution of such Registrable Securities to, and resale of such Registrable Securities by, the partners of the equity owners of such Unitholder or Unitholders (a “Partner Distribution”); and (ii) if requested by the Initiating Unitholder or any Participating Unitholders, as applicable, obtain acceleration of the effective date of the registration statement relating to such registration. Notwithstanding anything contained herein to the contrary, the Partnership shall, at the request of any Initiating Unitholder or any Participating Unitholders, as applicable, seeking to effect a Partner Distribution, file any prospectus supplement or post-Xxxxx Stockholderseffective amendments and shall otherwise take any action necessary to include such language, if such language was not included in the initial registration statement, or revise such language if deemed necessary by such Unitholder or Unitholders, to effect such Partner Distribution.

Notice of Request. At any time, or from time to time, following the expiration of any and all lock up agreements required by the managing underwriters in an IPO, the Non-Xxxxx Stockholders Each Stockholder shall have the right to request make up to three requests (each, a “Demand Registration”) that the Company effect the registration under the Securities Act of all or a portion of the Registrable Securities owned Beneficially Owned by all such Stockholder (such Stockholder, in such capacity, the Non-Xxxxx Stockholders“Initiating Stockholder”), each such request to specify the number of Registrable Securities to be registered and the intended method or methods of disposition thereof thereof; provided that, with respect to any shelf registration requested by an Initiating Stockholder pursuant to Section 1.1(b) (it being understood which initial request shall count as a request for purposes of this Section 1.1), each subsequent request by an Initiating Stockholder that the right to request registration on a Company sell Registrable Securities from such Shelf Registration Statement (as such term is defined in part (b) of this Section 1.1) that is not made simultaneously with such initial request shall be governed by counted as an additional request for purposes of this Section 7.1(b)), provided that (i) the Non-Xxxxx Stockholders shall not have the right to request the registration of such Registrable Securities if such registration is not required under the Securities Act to permit the immediate disposition of all such shares on any exchange on which the Capital Stock is listed or on NASDAQ (if the Capital Stock is not listed) pursuant to Rule 144 of the Securities Act or otherwise and (ii) the market value sought to be registered by such Non-Xxxxx Stockholders shall exceed $25,000,0001.1. Upon any such requestrequest (each, the Company will use its best efforts to effect the prompt registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by the Non-Xxxxx Stockholders. Upon any such requesta “Demand Request Notice”), the Company will promptly, but in any event within 15 5 days, give written notice of such request to all holders of Registrable Securities and thereupon the Company will, subject to Section 7.5, 1.4: (i) use its best efforts to effect the prompt registration under the Securities Act of: (iA) the Registrable Securities which the Company has been so requested to register by the Non-Xxxxx StockholdersInitiating Stockholder, and (iiB) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company by such holders within 20 30 days after the giving of such written notice by the Company to such holdersholders (or, 15 days if, at the request of the Initiating Stockholder, the Company states in such written notice or gives telephonic notice to each holder of Registrable Securities, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of the NonInitiating Stockholder and any “Participating Stockholder,” which term shall refer to any Stockholder that exercises its right to participate in the registration initiated by the Initiating Stockholder, which intended method or methods of distribution may include, at the option of the Initiating Stockholder or the Participating Stockholder, as applicable, a distribution of such Registrable Securities to, and resale of such Registrable Securities by, the partners of the members of such Stockholder or Stockholders (a “Partner Distribution”); and (ii) if requested by the Initiating Stockholder or any Participating Stockholder, as applicable, obtain acceleration of the effective date of the registration statement relating to such registration. Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Initiating Stockholder or any Participating Stockholder, as applicable, seeking to effect a Partner Distribution, file any prospectus supplement or post-Xxxxx effective amendments and shall otherwise take any action necessary to include such language, if such language was not included in the initial registration statement, or revise such language if deemed necessary by such Stockholder or Stockholders, to effect such Partner Distribution.

Notice of Request. At any time, or time and from time to time, following except at any time during which a Shelf Registration Statement pursuant to Section 4.1(a) is effective, available for the expiration offer and sale of Registrable Securities, and not subject to any and all lock up agreements required by stop order, injunction, or other order or requirement of the managing underwriters in an IPOCommission or other governmental agency or court (such period, a "Shelf Effectiveness Period"), the Non-Xxxxx Stockholders Purchaser shall have the right to request make up to six requests that the Company effect the registration under the Securities Act of all or a portion of the Registrable Securities owned by all the Non-Xxxxx StockholdersPurchaser, each such request to specify the intended method or methods of disposition thereof (it being understood that the right to request registration on a Shelf Registration Statement thereof, which shall be governed by Section 7.1(b)), provided that (i) the Non-Xxxxx Stockholders shall not have the right to request the registration of such Registrable Securities if such registration is not required under the Securities Act to permit the immediate disposition of all such shares on any exchange on which the Capital Stock is listed or on NASDAQ (if the Capital Stock is not listed) pursuant to Rule 144 of the Securities Act or otherwise and (ii) the market value sought to be registered by such Non-Xxxxx Stockholders shall exceed $25,000,000include an underwritten offering. Upon any such request, the Company will shall use its best commercially reasonable efforts to effect the prompt registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by the Non-Xxxxx Stockholders. Upon any such request, the Company will promptly, but in any event within 15 days, give written notice of such request to all holders of Registrable Securities and thereupon the Company will, subject to Section 7.5, use its best efforts to effect the prompt registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by the Non-Xxxxx Stockholders, and (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company by such holders within 20 days after the giving of such written notice by the Company to such holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered Purchaser in accordance with the intended method or methods of disposition of the NonPurchaser. Notwithstanding anything to the contrary herein, a request pursuant to this Section 4.1(b) shall not count as a request for purposes of this Section 4.1(b) unless a registration statement with respect thereto has become effective and has been kept continuously effective for a period of at least 180 days (or such shorter period ending on the date on which all the Registrable Securities covered by such registration statement have been sold pursuant thereto) or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriter or underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer. Should a registration statement not become effective, or should an Underwritten Take-Xxxxx StockholdersDown Transaction for which a "road show" is conducted not be consummated, in either case due to the failure of the Purchaser to perform its obligations under this Agreement in any material respect, or in the event the Purchaser withdraws or does not pursue its request for registration, or an Underwritten Take-Down Transaction for which a "road show" is conducted, as provided in Section 4.2 below (in each of the foregoing cases, provided that at such time the Company is in compliance in all material respects with its obligations under this Agreement), the related request shall count as a request for purposes of this Section 4.1(b); provided that if (i) the registration statement does not become effective, or such Underwritten Take-Down Transaction for which a "road show" is conducted is not consummated, because a material adverse change has occurred, or is reasonably likely to occur, in the condition (financial or otherwise), prospects, business, assets or results of operations of the Company and its subsidiaries taken as a whole subsequent to the date of the delivery of the notice requesting such registration, (ii) after the registration statement has become effective, such registration, or such Underwritten Take-Down Transaction for which a "road show" is conducted, is terminated as a result of any stop order, injunction, or other order or requirement of the Commission or other governmental agency or court, or (iii) the Purchaser reimburses the Company for any and all Registration Expenses incurred by the Company in connection with such request for registration, or in connection with such Underwritten Take-Down Transaction for which a "road show" is conducted, that was withdrawn or not pursued, the related request shall not count as a request for purposes of this Section 4.1(b).

Notice of Request. At any timetime after the second anniversary of the date hereof, each of KEP TP Holdings, L.P. and KIA TP Holdings, L.P. (collectively, “Xxxxx”), Xxxxxx X. Xxxx and Pine Brook LVR, L.P. (“Pine Brook” together with Xxxxx and Xxxxxx X. Xxxx, the “Founder Shareholders” and each individually, a “Founder Shareholder”) shall have the right to demand registration and request that the Company effect a Qualified IPO. At any time after (a) the earlier of a Qualified IPO and the third anniversary of the date hereof, each Founder Shareholder shall, or from time to time, following the expiration of any and all lock up agreements required by the managing underwriters in an (b) a Qualified IPO, the Non-Xxxxx Stockholders shall P Reinsurance Opportunities Ltd. (“PROL”) shall, have the right to request that the Company effect the registration under the Securities Act of all or a portion of the Registrable Securities owned by all such Founder Shareholder or PROL, as the Non-Xxxxx Stockholderscase may be, (each a “Shareholder Demand Registration” and the Founder Shareholder or PROL, as the case may be, making such request, the “Requesting Shareholder”), each such request to specify the intended method or methods of disposition thereof (it being understood that the right to request registration on a Shelf Short-Form Registration Statement shall be governed by Section 7.1(b1.2)), provided that (i) the Non-Xxxxx Stockholders shall not have the right to request the registration of such Registrable Securities if such registration is not required under the Securities Act to permit the immediate disposition of all such shares on any exchange on which the Capital Stock is listed or on NASDAQ (if the Capital Stock is not listed) pursuant to Rule 144 of the Securities Act or otherwise and (ii) the market value sought to be registered by such Non-Xxxxx Stockholders shall exceed $25,000,000. Upon any such request, the Company will use its best efforts to effect the prompt registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by the Non-Xxxxx Stockholders. Upon any such request, the Company will promptly, but in any event within 15 days, give written notice of such request to all holders of Registrable Securities and thereupon the Company will, subject to Section 7.51.1(b), use its reasonable best efforts to effect the prompt registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by the Non-Xxxxx StockholdersRequesting Shareholder, and (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof (provided that such request shall not be for a greater portion of such holder’s Registrable Securities than the portion requested by the Requesting Shareholder) by written request given to the Company by such holders within 20 15 days after the giving of such written notice by the Company to such holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of the Non-Xxxxx StockholdersRequesting Shareholder.

Notice of Request. At any time, or time and from time to time, following except at any time during which a Shelf Registration Statement pursuant to Section 1.1(a) is effective, available for the expiration offer and sale of Registrable Shares, and not subject to any and all lock up agreements required by stop order, injunction, or other order or requirement of the managing underwriters in an IPOCommission or other governmental agency or court (such period, the Non-Xxxxx Stockholders a “Shelf Effectiveness Period”), Kxxxx shall have the right to request make up to two requests that the Company effect the registration under the Securities Act of all or a portion of the Registrable Securities owned by all Kxxxx (but not less than the Nonlesser of (x) at least one-Xxxxx Stockholdersthird of the Registrable Securities held by Kxxxx immediately after the consummation of the transactions contemplated by the Merger Agreement and (y) the aggregate number of Registrable Securities held by Kxxxx immediately prior to such request), each such request to specify the intended method or methods of disposition thereof (it being understood that the right to request registration on a Shelf Registration Statement thereof, which shall be governed by Section 7.1(b)), provided that (i) the Non-Xxxxx Stockholders shall not have the right to request the registration of such Registrable Securities if such registration is not required under the Securities Act to permit the immediate disposition of all such shares on any exchange on which the Capital Stock is listed or on NASDAQ (if the Capital Stock is not listed) pursuant to Rule 144 of the Securities Act or otherwise and (ii) the market value sought to be registered by such Non-Xxxxx Stockholders shall exceed $25,000,000include an underwritten offering. Upon any such request, the Company will shall use its best efforts to effect the prompt registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by the Non-Xxxxx Stockholders. Upon any such request, the Company will promptly, but in any event within 15 days, give written notice of such request to all holders of Registrable Securities and thereupon the Company will, subject to Section 7.5, use its best efforts to effect the prompt registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by the Non-Xxxxx Stockholders, and (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company by such holders within 20 days after the giving of such written notice by the Company to such holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered Kxxxx in accordance with the intended method or methods of disposition of Kxxxx. Notwithstanding anything to the Noncontrary herein, a request pursuant to this Section 1.1(b) shall not count as a request for purposes of this Section 1.1(b) unless a registration statement with respect thereto has become effective and has been kept continuously effective for a period of at least 180 days (or such shorter period ending on the date on which all the Registrable Securities covered by such registration statement have been sold pursuant thereto) or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriter or underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer. Should a registration statement not become effective, or should an Underwritten Take-Xxxxx StockholdersDown Transaction for which a “road show” is conducted not be consummated, in either case due to the failure of Kxxxx to perform its obligations under this Agreement in any material respect, or in the event Kxxxx withdraws or does not pursue its request for registration, or an Underwritten Take-Down Transaction for which a “road show” is conducted, as provided in Section 1.2 below (in each of the foregoing cases, provided that at such time the Company is in compliance in all material respects with its obligations under this Agreement), the related request shall count as a request for purposes of this Section 1.1(b); provided that if (i) the registration statement does not become effective, or such Underwritten Take-Down Transaction for which a “road show” is conducted is not consummated, because a material adverse change has occurred, or is reasonably likely to occur, in the condition (financial or otherwise), prospects, business, assets or results of operations of the Company and its subsidiaries taken as a whole subsequent to the date of the delivery of the notice requesting such registration, (ii) after the registration statement has become effective, such registration, or such Underwritten Take-Down Transaction for which a “road show” is conducted, is interfered with by any stop order, injunction, or other order or requirement of the Commission or other governmental agency or court, (iii) the request for registration, or such Underwritten Take-Down Transaction for which a “road show” is conducted, is withdrawn at the request of Kxxxx due to the advice of the managing underwriter(s) that the Registrable Securities covered by the registration statement or to be sold in such Underwritten Take-Down Transaction could not be sold in such offering, or in such Underwritten Take-Down Transaction, within a price range reasonably acceptable Kxxxx, or (iv) Kxxxx reimburses the Company for any and all Registration Expenses incurred by the Company in connection with such request for registration, or in connection with such Underwritten Take-Down Transaction for which a “road show” is conducted, that was withdrawn or not pursued, the related request shall not count as a request for purposes of this Section 1.1(b).

Notice of Request. At any time, or time and from time to time, following except at any time during which a Shelf Registration Statement pursuant to Section 1.1(a) is effective, available for the expiration offer and sale of Registrable Shares, and not subject to any and all lock up agreements required by stop order, injunction, or other order or requirement of the managing underwriters in an IPOCommission or other governmental agency or court (such period, the Non-a “Shelf Effectiveness Period”), Xxxxx Stockholders shall have the right to request make up to two requests that the Company effect the registration under the Securities Act of all or a portion of the Registrable Securities owned by all Xxxxx (but not less than the Nonlesser of (x) at least one-third of the Registrable Securities held by Xxxxx Stockholdersimmediately after the consummation of the transactions contemplated by the Merger Agreement and (y) the aggregate number of Registrable Securities held by Xxxxx immediately prior to such request), each such request to specify the intended method or methods of disposition thereof (it being understood that the right to request registration on a Shelf Registration Statement thereof, which shall be governed by Section 7.1(b)), provided that (i) the Non-Xxxxx Stockholders shall not have the right to request the registration of such Registrable Securities if such registration is not required under the Securities Act to permit the immediate disposition of all such shares on any exchange on which the Capital Stock is listed or on NASDAQ (if the Capital Stock is not listed) pursuant to Rule 144 of the Securities Act or otherwise and (ii) the market value sought to be registered by such Non-Xxxxx Stockholders shall exceed $25,000,000include an underwritten offering. Upon any such request, the Company will shall use its best efforts to effect the prompt registration under the Securities Act of the Registrable Securities which the Company has been so requested to register by the Non-Xxxxx Stockholders. Upon any such request, the Company will promptly, but in any event within 15 days, give written notice of such request to all holders of Registrable Securities and thereupon the Company will, subject to Section 7.5, use its best efforts to effect the prompt registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by the Non-Xxxxx Stockholders, and (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request given to the Company by such holders within 20 days after the giving of such written notice by the Company to such holders, all to the extent required to permit the disposition of the Registrable Securities so to be registered in accordance with the intended method or methods of disposition of Xxxxx. Notwithstanding anything to the Noncontrary herein, a request pursuant to this Section 1.1(b) shall not count as a request for purposes of this Section 1.1(b) unless a registration statement with respect thereto has become effective and has been kept continuously effective for a period of at least 180 days (or such shorter period ending on the date on which all the Registrable Securities covered by such registration statement have been sold pursuant thereto) or, if such registration statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriter or underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer. Should a registration statement not become effective, or should an Underwritten Take-Down Transaction for which a “road show” is conducted not be consummated, in either case due to the failure of Xxxxx Stockholdersto perform its obligations under this Agreement in any material respect, or in the event Xxxxx withdraws or does not pursue its request for registration, or an Underwritten Take-Down Transaction for which a “road show” is conducted, as provided in Section 1.2 below (in each of the foregoing cases, provided that at such time the Company is in compliance in all material respects with its obligations under this Agreement), the related request shall count as a request for purposes of this Section 1.1(b); provided that if (i) the registration statement does not become effective, or such Underwritten Take-Down Transaction for which a “road show” is conducted is not consummated, because a material adverse change has occurred, or is reasonably likely to occur, in the condition (financial or otherwise), prospects, business, assets or results of operations of the Company and its subsidiaries taken as a whole subsequent to the date of the delivery of the notice requesting such registration, (ii) after the registration statement has become effective, such registration, or such Underwritten Take-Down Transaction for which a “road show” is conducted, is interfered with by any stop order, injunction, or other order or requirement of the Commission or other governmental agency or court, (iii) the request for registration, or such Underwritten Take-Down Transaction for which a “road show” is conducted, is withdrawn at the request of Xxxxx due to the advice of the managing underwriter(s) that the Registrable Securities covered by the registration statement or to be sold in such Underwritten Take-Down Transaction could not be sold in such offering, or in such Underwritten Take-Down Transaction, within a price range reasonably acceptable Xxxxx, or (iv) Xxxxx reimburses the Company for any and all Registration Expenses incurred by the Company in connection with such request for registration, or in connection with such Underwritten Take-Down Transaction for which a “road show” is conducted, that was withdrawn or not pursued, the related request shall not count as a request for purposes of this Section 1.1(b).