Common use of Registration Request Clause in Contracts

Registration Request. At any time following the Initial Public Offering, each Investor may request (the “Requesting Investor”) in writing that the Company effect the registration under the Securities Act of all or any portion of their Registrable Securities, specifying the intended method of disposition thereof (each such request, a “Demand Registration”) and the Company shall then provide prompt notice to the other Investor and any other Holders and shall thereupon use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of all Registrable Securities for which such Investor has requested registration under this Section 2.01(a); provided that the Company shall not be obligated to effect a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included by such Investor in such Demand Registration are at least $20,000,000. Subject to the restrictions set forth in Section 2.01(d), all other Registrable Securities that any other Investor (all such Investors, together with the Requesting Stockholders and any other Person participating in the registration, the “Participating Holders”) have requested the Company to register by request received by the Company within 10 days after such Investor receives the Company’s notice of the Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that if the Demand Registration involves an underwritten Public Offering, no Person may participate in any Registration Statement pursuant to this Section 2.01(a) unless such Person agrees to sell their Registrable Securities to the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to the Requesting Investor and no such Person shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, (iii) such matters pertaining to compliance with securities laws by such Person as may be reasonably requested and (iv) such information furnished in writing to the Company by such Person or on behalf of such Person expressly for use in the Registration Statement; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto; and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration.

Registration Request. At any time following Following the Initial Public Offeringclosing of an IPO and in each case subject to Parent's purchase right under Section 3.1 and Section 6.3, each Investor may request (the “Requesting Investor”) in writing Stockholders Representative shall have the right to make six requests that the Company Issuer effect the registration under the Securities Act of such number of the Registrable Securities owned by all or of the Stockholders as the Stockholders Representative requests (each, a "Demand Notice"), provided that in each calendar year prior to 2009, such registration request shall not include any portion number of Registrable Securities as would reasonably be expected to permit the Stockholders to realize, in the aggregate with all other gross offering proceeds realized by the Stockholders in connection with any other registration of Registrable Securities hereunder in such calendar year (such proceeds to exclude for this purpose any amounts in respect of Registrable Securities that may be purchased by the bookrunning managers pursuant to the exercise of their overallotment option in connection with such registration request, but to include any amounts in respect of Registrable SecuritiesSecurities previously purchased by the bookrunning managers pursuant to the exercise of their overallotment option in connection with any other prior registration of Registrable Securities in such calendar year), specifying gross offering proceeds that are more than the Target Amount for such calendar year (provided that in calendar year 2006, with the consent of Parent and the Issuer, such proceeds may exceed the Target Amount in an amount not in excess of $1,000,000,000), such requests to specify the intended method or methods of disposition thereof (each provided that disposition on a delayed or continuous basis shall be made in accordance with Section 2.2(c)); and provided further that, during any of the following periods or at any of the following times, the Issuer shall not have any obligation to cause a registration statement relating to the registration of such requestRegistrable Securities to be filed with the Commission: (i) at any time prior to the six month anniversary of the closing of an IPO, (ii) during any period when a “Demand Registration”registration of Registrable Securities pursuant to Section 2.1, 2.2 or 2.3 hereof is pending, (iii) during the period prior to the 181st day following the effective date of the most recent registration previously effected pursuant to this Section 2.2, and (iv) from and after any time when a Shelf Registration Statement or a Stockholder Shelf Registration Statement in respect of all the Registrable Securities has been filed and the Company obligation to maintain such registration statement has not expired hereunder. A request made by the Stockholders pursuant to Section 2.2(c) shall then provide prompt notice to be counted for purposes of the other Investor and any other Holders and shall thereupon use its reasonable best efforts to effect, as expeditiously as possible, request limitation set forth above. A request made by the registration under the Securities Act of all Registrable Securities for which such Investor has requested registration under this Section 2.01(a); provided that the Company Stockholders shall not be obligated counted for purposes of the request limitation set forth above (a) if the registration statement relating to effect any such request is not declared effective within 90 days of the date such registration statement is first filed with the Commission, (b) if the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to any such request are not satisfied (other than as a Demand Registration unless result of a default or breach thereunder by any Stockholders) or (c) if the aggregate gross proceeds expected to be received from offering that is the sale subject of such registration request does not result in the disposition of at least 80% of the Registrable Securities requested sought to be included registered by such Investor in such Demand Registration are at least $20,000,000request. Subject to the restrictions set forth in Section 2.01(d2.2(b) and Section 2.2(d), all other Registrable Securities that upon any other Investor (all such Investors, together with the Requesting Stockholders and any other Person participating in the registrationrequest, the “Participating Holders”) have requested Issuer will effect the Company to register by request received by the Company within 10 days after such Investor receives the Company’s notice of the Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that if the Demand Registration involves an underwritten Public Offering, no Person may participate in any Registration Statement pursuant to this Section 2.01(a) unless such Person agrees to sell their Registrable Securities to the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to the Requesting Investor and no such Person shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, (iii) such matters pertaining to compliance with securities laws by such Person as may be reasonably requested and (iv) such information furnished in writing to the Company by such Person or on behalf of such Person expressly for use in the Registration Statement; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto; and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration.of: