Common use of Offerings and Sales Clause in Contracts

Offerings and Sales. At any time during the Effective Period, any Registering Holder may exercise its Shelf Registration rights hereunder with respect to the Registrable Securities. If any Registering Holder desires to offer and sell Registrable Securities under the Shelf Registration Statement pursuant to an underwritten public offering, such Registering Holder shall deliver a written notice (the "REGISTRATION NOTICE") to NBCi at least 20 days prior to the date on which such Registering Holder desires to consummate the sale of Registrable Securities. Any Registration Notice shall be subject to revocation by the Registering Holder initiating the request by delivery of a subsequent written notice to NBCi no later than the fifth business day prior to the contemplated offering commencement date. Upon receipt of a Registration Notice, NBCi shall, within 30 days of receipt thereof, give written notice to the other Registering Holders of NBCi's receipt thereof. Within 15 days of receipt of such a notice from NBCi, any other Registering Holder desiring to offer and sell any Registrable Securities in the subject offering shall give written notice to NBCi, the Registering Holder who delivered the Registration Notice to NBCi, and the lead managing underwriter, if any, which notice shall specify the number of shares of Registrable Securities such Registering Holder desires to offer for sale. NBCi shall not be permitted to participate in such an offering without the written consent of the Registering Holder initiating the offering (which consent shall not be unreasonably withheld). In the event the Registrable Securities requested to be included by the Registering Holders in the aggregate exceeds the number of Registrable Securities to be included in the Underwritten Offering, priority will be determined in accordance with Section 3(c).

Offerings and Sales. At any time and from time to time ------------------- during the Effective Period, subject to the restrictions set forth in the Stockholder Agreement and to Section 1.1 (c) hereof (in the case of any Registering Holder underwritten public offering) and Sections 1.1(d) and 1.2 hereof (in the case of all offerings hereunder), each Investor may exercise its Shelf Registration rights Rights hereunder with respect to the such Registrable SecuritiesShares. If any Registering Holder such Investor desires to offer and sell such Registrable Securities under the Shelf Registration Statement Shares pursuant to an underwritten public offering, such Registering Holder Investor shall deliver to the Company a written notice (the an "REGISTRATION NOTICEUnderwritten Registration Notice") to NBCi ), which notice shall be given at least 20 thirty (30) days prior to the date on which such Registering Holder Investor desires to consummate the sale of such Registrable SecuritiesShares. Any such Underwritten Registration Notice shall in any event be subject to revocation by the Registering Holder initiating the request such Investor by delivery of a subsequent written notice delivered to NBCi the Company by no later than the fifth business day prior to the contemplated offering commencement dateoffering, provided, however, that a revoked Underwritten Registration Notice shall be -------- ------- treated the same as an Underwritten Registration Notice that is not revoked for purposes of Section 1.1(c) hereof. Upon receipt of a an Underwritten Registration Notice, NBCi the Company shall, as soon as practicable but in any event within 30 ten (10) days of receipt thereofof the Underwritten Registration Notice, give written notice to any other persons possessing similar registration rights (a "Company Notice") of the other Registering Holders of NBCiCompany's receipt thereofof the Underwritten Registration Notice. Within 15 twenty (20) days of receipt of such a notice from NBCiCompany Notice, any other Registering Holder desiring person possessing similar registration rights who desires to offer and sell any Registrable Securities of its registrable shares in such an offering of the type described in the subject offering Underwritten Registration Notice (each, a "Participating Investor") shall give written notice to NBCieach of the Company, the Registering Holder who delivered the Registration Notice to NBCieach Investor, and the lead managing underwriter, if any, which notice shall specify that has been selected, of such a desire, specifying the number of shares of Registrable Securities Shares which such Registering Holder Participating Investor desires to offer for saleand sell. NBCi Subject to the provisions of Section 1.2 hereof, the Company shall not be permitted to participate in such the offering made pursuant to an offering Underwritten Registration Notice without the written consent of the Registering Holder initiating the offering each Investor (which consent shall not be unreasonably withheld). In the event the Registrable Securities requested to be included by the Registering Holders in the aggregate exceeds the number of Registrable Securities to be included in the Underwritten Offering, priority will be determined in accordance with Section 3(c).

Offerings and Sales. At any time during the Effective Period, any ------------------- Registering Holder may exercise its Shelf Registration rights hereunder with respect to the Registrable Securities. If any Registering Holder desires to offer and sell Registrable Securities under the Shelf Registration Statement pursuant to an underwritten public offering, such Registering Holder shall deliver a written notice (the "REGISTRATION NOTICERegistration Notice") to NBCi at least 20 days ------------------- prior to the date on which such Registering Holder desires to consummate the sale of Registrable Securities. Any Registration Notice shall be subject to revocation by the Registering Holder initiating the request by delivery of a subsequent written notice to NBCi no later than the fifth business day prior to the contemplated offering commencement date. Upon receipt of a Registration Notice, NBCi shall, within 30 days of receipt thereof, give written notice to the other Registering Holders of NBCi's receipt thereof. Within 15 days of receipt of such a notice from NBCi, any other Registering Holder desiring to offer and sell any Registrable Securities in the subject offering shall give written notice to NBCi, the Registering Holder who delivered the Registration Notice to NBCi, and the lead managing underwriter, if any, which notice shall specify the number of shares of Registrable Securities such Registering Holder desires to offer for sale. NBCi shall not be permitted to participate in such an offering without the written consent of the Registering Holder initiating the offering (which consent shall not be unreasonably withheld). In the event the Registrable Securities requested to be included by the Registering Holders in the aggregate exceeds the number of Registrable Securities to be included in the Underwritten Offering, priority will be determined in accordance with Section 3(c).