Common use of Registration Requests Clause in Contracts

Registration Requests. At any time, upon the written request (a "REQUESTED REGISTRATION") of Orion or any of its Transferees (the "REQUESTING HOLDERS") requesting that Tengtu effect the registration under the Securities Act of all of such Requesting Holders' Registrable Securities (such term, and other capitalized terms used herein shall have its meaning set forth in SECTION 9) and specifying the number of Registrable Securities to be registered and the intended method of disposition thereof, Tengtu thereupon will use its best efforts to effect the registration under the Securities Act of the Registrable Securities which Tengtu has been so requested to register by such Requesting Holder or Requesting Holders, all to the extent required to permit the disposition (in accordance with the intended method thereof) of the Registrable Securities to be so registered. Notwithstanding the foregoing, Tengtu may postpone taking action with respect to a Requested Registration for a reasonable period of time after receipt of the original request (not exceeding ninety (90) days) if, in the good faith opinion of the Board of Directors, effecting the registration would require Tengtu to make public disclosure of information the public disclosure of which would have a material adverse effect upon Tengtu, PROVIDED that Tengtu shall not delay such action pursuant to this sentence more than once in any twelve (12) month period. Subject to PARAGRAPH (E), Tengtu may include in such registration other securities of the same class as the Registrable Securities for sale for its own account or for the account of any other Person. Neither Tengtu nor any of its shareholders shall have the right to include any of Tengtu's securities (other than Registrable Securities) in a registration statement to be filed as part of a Requested Registration unless (i) such securities are of the same class as the Registrable Securities, (ii) the holders of a majority of the Registrable Securities covered by such registration statement consent to such inclusion in writing and (iii) if such Requested Registration is an underwritten offering, Tengtu or such shareholders, as applicable, agree in writing to sell, subject to PARAGRAPH (D), their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any shareholders of Tengtu (other than the holders of Registrable Securities in such capacity) register securities of Tengtu in a Requested Registration in accordance with this Section, such holders shall pay the fees and expenses of their counsel and their PRO RATA share, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the Registration Expenses if the Registration Expenses for such registration are not paid by Tengtu for any reason.

Registration Requests. At If the Company shall receive (i) at any timetime six months after the effective date of an initial Public Offering, upon the a written request from the holders of 10% or more of the Registrable Securities then outstanding or (ii) provided a "REQUESTED REGISTRATION"Public Offering has not previously occurred, at any time after May 25, 2009, a written request from holders of a majority of the outstanding Company Shares not owned (legally or beneficially) of Orion by the Xxxxxxx Funds or any of its Transferees (the "REQUESTING HOLDERS") Affiliates thereof, requesting that Tengtu effect the Company file a registration statement under the Securities Act covering the registration of all or part of such Requesting Holders' the Registrable Securities held by such Investor or Investors (such termeach, and other capitalized terms used herein shall have its meaning set forth in SECTION 9an “Initiating Investor”) and specifying the number of Registrable Securities to be registered and the intended method and place of disposition thereofthereof (provided that (i) in the case of a request for registration made pursuant to Section 1(a)(i), Tengtu thereupon will the anticipated aggregate offering price, before underwriting discounts and commissions, of the securities to be registered must exceed $75,000,000 and (ii) in the case of a request for registration made pursuant to Section 1(a)(ii), following the offering the Company Shares shall be listed on a Specified Exchange), then the Company shall, within ten days of the receipt thereof give written notice of such request to the other Investors and shall, subject to the limitations of this Section 1(a) and Section 1(b), use its best reasonable efforts to effect as soon as practicable, following the receipt of such request, the registration under the Securities Act of the all Registrable Securities which Tengtu has been so requested the Initiating Investors and all other participating Investors request to register be registered (which request must be made within 20 days of the mailing of such notice by such Requesting Holder or Requesting Holdersthe Company), all to the extent required to permit the disposition (in accordance with the intended method methods thereof) of the Registrable Securities so to be so registered. Notwithstanding the foregoing, Tengtu the Company may postpone taking action with respect to a Requested Registration for a reasonable period of time after receipt of the original request (not exceeding ninety (90) 90 days) if, in the good faith opinion of the Company’s Board of Directors, effecting the registration would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction (or is prohibited under the terms of any such transaction) or would require Tengtu the Company to make public disclosure of information the public disclosure of which would have a material adverse effect upon Tengtu, PROVIDED the Company; provided that Tengtu the Company shall not delay such action pursuant to this sentence more than once in any twelve (12) twelve-month period. Subject to PARAGRAPH (E), Tengtu may include in such registration other securities of the same class as the Registrable Securities for sale for its own account or for the account of any other Person. Neither Tengtu nor any of its shareholders shall have the right to include any of Tengtu's securities (other than Registrable Securities) in a registration statement to be filed as part of a Requested Registration unless (i) such securities are of the same class as the Registrable Securities, (ii) the holders of a majority of the Registrable Securities covered by such registration statement consent to such inclusion in writing and (iii) if such Requested Registration is an underwritten offering, Tengtu or such shareholders, as applicable, agree in writing to sell, subject to PARAGRAPH (D), their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any shareholders of Tengtu (other than the holders of Registrable Securities in such capacity) register securities of Tengtu in a Requested Registration in accordance with this Section, such holders shall pay the fees and expenses of their counsel and their PRO RATA share, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the Registration Expenses if the Registration Expenses for such registration are not paid by Tengtu for any reason.

Registration Requests. At If the Company fails to file the --------------------- registration statement with the Commission referred to in Section 1 hereof, at any timetime and from time to time after June 30, 2002], upon the written request of Holders owning at least thirty three and one-third percent (a "REQUESTED REGISTRATION"33 1/3%) of Orion or any of its Transferees the Registrable Securities (the "REQUESTING HOLDERSNecessary Holders") requesting that Tengtu the Company effect the registration under the Securities Act of all or part of such Requesting Holders' Registrable Securities (such term, and other capitalized terms used herein which request shall have its meaning set forth in SECTION 9) and specifying specify the number of Registrable Securities which the Requesting Holder proposes the Company to be registered register and the Requesting Holders' intended method of disposition thereof, Tengtu thereupon will which shall be no less than thirty three and one-third percent of the Registrable Securities), the Company shall use its best reasonable efforts to effect the registration under the Securities Act of the Registrable Securities which Tengtu the Company has been so requested by the Requesting Holders to register by such Requesting Holder or Requesting Holders, all to the extent required so as to permit their disposition pursuant to such registration and to effect the disposition (registration in accordance with the Requesting Holders' intended method thereof) of disposition of such Registrable Securities. If requested by the Requesting Holders, the method of disposition of all Registrable Securities to included in such registration shall be so registeredin an underwritten offering effected in accordance with Section 2.4(a). -------------- Notwithstanding the foregoing, Tengtu the Company may postpone taking action with respect to effecting a Requested Registration for a reasonable period of time (not to exceed sixty (60) days) after receipt of the original Necessary Holders' written request therefor if: (not exceeding ninety (90a) days) if, in the good faith opinion of the Board of Directors, Directors of the Company in good faith resolves that effecting the registration would require Tengtu the Company to make public disclosure of material, non-public information the public disclosure of which that, if publicly disclosed, would have a material adverse effect upon Tengtua material corporate development or transaction then pending or in progress that involves the Company; and (b) the Company notifies the Requesting Holders in writing, PROVIDED within five (5) days after the Necessary Holders have requested such registration, of such postponement and the grounds therefor; provided that Tengtu the Company shall not delay postpone effecting such action registration -------- pursuant to this sentence more than once in any twelve (12) month period. Subject ; and, provided, further, that the Company shall promptly proceed with its obligations -------- ------- hereunder to PARAGRAPH (E), Tengtu may include in effect such registration once such information is publicly disclosed or the disclosure of such information is not likely to have a material adverse effect upon such corporate development or transaction. The Company and other securities of the same class as the Registrable Securities for sale for its own account or for the account of any other Person. Neither Tengtu nor any of its shareholders securityholders who hold piggyback registration rights shall have the right to include any of Tengtuthe Company's securities Securities (other than Registrable Securities) in a registration statement to be filed as part of a Requested Registration unless subject in all events to subsection (ie) such securities are of the same class as the Registrable Securities, (ii) the holders of a majority of the Registrable Securities covered by such registration statement consent to such inclusion in writing and (iii) if such Requested Registration is an underwritten offering, Tengtu or such shareholders, as applicable, agree in writing to sell, subject to PARAGRAPH (D), their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any shareholders of Tengtu (other than the holders of Registrable Securities in such capacity) register securities of Tengtu in a Requested Registration in accordance with this Section, such holders shall pay the fees and expenses of their counsel and their PRO RATA share, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the Registration Expenses if the Registration Expenses for such registration are not paid by Tengtu for any reasonbelow.

Registration Requests. At any timeSubject to Section 2.5, upon the receipt of a written request signed by CITIC (a "REQUESTED REGISTRATION"“Notice of Demand Registration”) at any time within the ninety (90) day period immediately preceding the expiration of Orion or any of its Transferees (the "REQUESTING HOLDERS") requesting that Tengtu effect the registration under the Securities Act of all of such Requesting Holders' Registrable Securities (such termOne Year Lock-Up Period, and other capitalized terms used herein shall have its meaning set forth in SECTION 9) and specifying the number of Registrable Securities One Year Lock-Up Shares to be registered and the intended method of disposition thereof, Tengtu thereupon will use its best efforts to the Issuer will, as promptly as practicable following the expiration of the One Year Lock-Up Period, effect the registration on Form S-3 under the Securities Act of the offer and sale of the Registrable Securities which Tengtu that the Issuer has been so requested to register by such Requesting Holder or Requesting the Holders, all such that the registration on Form S-3 with respect to such One Year Lock-Up Shares shall be effective immediately upon or as promptly as practicable following the extent required expiration of the One Year Lock-Up Period. Subject to permit Section 2.5, upon receipt of a Notice of Demand Registration at any time within the disposition ninety (in accordance with 90) day period immediately preceding the intended method thereof) expiration of the Two Year Lock-Up Period, the Issuer will, as promptly as practicable following the expiration of the Two Year Lock-Up Period, effect the registration on Form S-3 under the Securities Act of the offer and sale of the Registrable Securities (which may include One Year Lock-Up Shares or Two Year Lock-Up Shares of any combination thereof) that the Issuer has been so requested to be so registered. Notwithstanding register by the foregoingHolders, Tengtu may postpone taking action such that the registration on Form S-3 with respect to a Requested Registration for a reasonable period of time after receipt such shares shall be effective immediately upon or as promptly as practicable following the expiration of the original request Two Year Lock-Up Period. The Registration Rights set forth in this Section 2.1(a) are referred to herein as “Demand Registrations”. Notwithstanding anything to the contrary herein, unless otherwise agreed by the Issuer, (not exceeding ninety (90i) days) if, in the good faith opinion of the Board of Directors, effecting the registration would require Tengtu to make public disclosure of information the public disclosure of which would have a material adverse effect upon Tengtu, PROVIDED that Tengtu shall not delay such action pursuant to this sentence no Demand Registration may include more than once 4,025,105 Strategic Shares (as adjusted for share splits, share dividends and the like) and (ii) in any twelve no event will the Issuer be obligated to effect (12which shall mean that such registrations shall have been declared or ordered effective) month periodmore than two (2) Demand Registrations under this Agreement. Subject to PARAGRAPH (E), Tengtu The Issuer may include in such registration any Demand Registration other securities of the same class as the Registrable Securities for sale for its own account or for the account of any other Person. Neither Tengtu nor any of its shareholders shall have the right to include any of Tengtu's securities (other than Registrable Securities) in a registration statement to be filed as part of a Requested Registration unless (i) such securities are of the same class as the Registrable Securities, (ii) the holders of a majority of the Registrable Securities covered by such registration statement consent to such inclusion in writing and (iii) if such Requested Registration is an underwritten offering, Tengtu or such shareholders, as applicable, agree in writing to sell, subject to PARAGRAPH (D), their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any shareholders of Tengtu (other than the holders of Registrable Securities in such capacity) register securities of Tengtu in a Requested Registration in accordance with this Section, such holders shall pay the fees and expenses of their counsel and their PRO RATA share, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the Registration Expenses if the Registration Expenses for such registration are not paid by Tengtu for any reason.for

Registration Requests. At Subject to Section 6, at any timetime after the earliest to occur of (i) the third (3rd) anniversary of the date hereof or (ii) an Early Termination Event, upon the written request of Olivetti (a "REQUESTED REGISTRATION"specifying that such request is being made pursuant to this Section 7(a)) of Orion or any of its Transferees (the "REQUESTING HOLDERS") delivered to Wang requesting that Tengtu Wang effect the registration under the Securities 1933 Act of all or part of such Requesting Holders' Olivetti's Registrable Securities (such term, and other capitalized terms used herein shall have its meaning set forth in SECTION 9) as an underwritten offering and specifying the number of Registrable Securities to be registered and the intended method of disposition thereofregistered, Tengtu thereupon Wang will use its commercially reasonable best efforts to effect the registration under the Securities 1933 Act of the Registrable Securities which Tengtu Wang has been so requested to register by Olivetti within sixty (60) days of such Requesting Holder or Requesting Holdersrequest, all to the extent required to permit the disposition (in accordance with the intended method methods thereof) of the Registrable Securities so to be so registered. Notwithstanding the foregoing, Tengtu may postpone taking action with respect to a Requested Registration for a reasonable period of time after receipt of the original request (not exceeding ninety (90) days) if, in the good faith opinion of the Board of Directors, effecting the registration would require Tengtu to make public disclosure of information the public disclosure of which would have a material adverse effect upon Tengtu, PROVIDED that Tengtu shall not delay such action pursuant to this sentence more than once in any twelve (12) month period. Subject to PARAGRAPH (ESection 7(e), Tengtu Wang may include in such registration other securities of the same class as the Registrable Securities for sale for its own account or for the account of any other Person. Neither Tengtu Wang nor any of its shareholders security holders shall have the right to include any of TengtuWang's securities (other than Registrable Securities) in a registration statement to be filed as part of a Requested Registration unless (i) such securities are of the same class as the Registrable Securities, Securities and (ii) the holders of a majority of the Registrable Securities covered by such registration statement consent to such inclusion in writing and (iii) if such Requested Registration is an underwritten offering, Tengtu Wang or such shareholderssecurity holders, as applicable, agree in writing to sell, subject to PARAGRAPH (DSection 7(e), their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any shareholders security holders of Tengtu Wang (other than the holders of Registrable Securities in such capacityOlivetti) register securities of Tengtu Wang in a Requested Registration in accordance with this SectionSection 7, such holders shall pay the fees and expenses of their counsel and their PRO RATA pro rata share, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the Registration Expenses if the Registration Expenses for such registration are not paid by Tengtu Wang for any reason.

Registration Requests. At Subject to the provisions of this Section 3, at any timetime and from time to time after the Final Lock-up Release Date, upon each of (i) GBL and (ii) the other Major Webhelp Stockholders may make a written request (such request, a "REQUESTED REGISTRATION"“Demand Registration Request” and the Major Webhelp Stockholder(s) submitting such request, the “Demanding Holder(s)”) to the Corporation for Registration of Orion all or part of their Registrable Securities on Form S-3 or any of its Transferees (similar short-form registration statement, or, if the "REQUESTING HOLDERS") requesting that Tengtu effect the registration Corporation is not then eligible to file on Form S-3, on Form S-1 or any other appropriate form under the Securities Act Act, including by means of an Underwritten Public Offering. If the Corporation is a WKSI at the time any such Demand Registration Request is submitted to the Corporation or will become one by the time of the filing of such Registration Statement, the Demand Registration Request may specify that such Registration Statement be an Automatic Shelf Registration Statement. Any Demand Registration Request must be for (i) Registrable Securities with an aggregate total offering price reasonably expected to be at least $100 million in the aggregate or (ii) such number of Registrable Securities representing all of such Requesting Holders' Demanding Holder’s Registrable Securities (such termSecurities, and other capitalized terms used herein the Major Webhelp Stockholders may make only two Demand Registration Requests in any rolling twelve-month period. Any such Registration pursuant to a Demand Registration Request shall have its meaning set forth in SECTION 9hereinafter be referred to as a “Demand Registration”. The Corporation shall not be obligated to take any action to effect any Demand Registration if a Piggyback Registration or an Underwritten Public Offering was consummated within the preceding ninety (90) and specifying calendar days (unless otherwise consented to by the number Corporation). All Demand Registration Requests made pursuant to this Section 3 will specify the aggregate amount of Registrable Securities to be registered and registered, the intended method methods of disposition thereofthereof and whether the Demand Registration shall be in the form of an Underwritten Public Offering, Tengtu thereupon and if such Underwritten Public Offering shall be in the form of a Shelf Block Trade, the time periods set forth in Section 4(d) shall be applicable. As promptly as reasonably practicable upon receipt of a Demand Registration Request, the Corporation will use its best commercially reasonable efforts to effect such Registration as soon as practicable following such request (subject to any lock-up restrictions) and to the registration under Corporation’s reasonable ability to comply with the Securities Act Regulation S-X age of financial statement requirements for financial statements to be included in such Registration Statement of the Registrable Securities which Tengtu that the Corporation has been so requested to register by such Requesting Holder register, including, without limitation, filing post-effective amendments, amending or Requesting Holderssupplementing a Shelf Registration Statement, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with the applicable regulations promulgated under the Securities Act, subject in all respects to the extent Corporation’s receipt of all information from the Major Webhelp Stockholders that is required to permit the disposition (in accordance with the intended method thereof) of the Registrable Securities by law to be so registered. Notwithstanding the foregoing, Tengtu may postpone taking action with respect to a Requested Registration for a reasonable period of time after receipt of the original request (not exceeding ninety (90) days) if, included in the good faith opinion of the Board of Directors, effecting the registration would require Tengtu to make public disclosure of information the public disclosure of which would have a material adverse effect upon Tengtu, PROVIDED that Tengtu shall not delay such action pursuant to this sentence more than once in any twelve (12) month period. Subject to PARAGRAPH (E), Tengtu may include in such registration other securities of the same class as the Registrable Securities for sale for its own account or for the account of any other Person. Neither Tengtu nor any of its shareholders shall have the right to include any of Tengtu's securities (other than Registrable Securities) in a registration statement to be filed as part of a Requested applicable Registration unless (i) such securities are of the same class as the Registrable Securities, (ii) the holders of a majority of the Registrable Securities covered by such registration statement consent to such inclusion in writing and (iii) if such Requested Registration is an underwritten offering, Tengtu or such shareholders, as applicable, agree in writing to sell, subject to PARAGRAPH (D), their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any shareholders of Tengtu (other than the holders of Registrable Securities in such capacity) register securities of Tengtu in a Requested Registration in accordance with this Section, such holders shall pay the fees and expenses of their counsel and their PRO RATA share, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the Registration Expenses if the Registration Expenses for such registration are not paid by Tengtu for any reasonStatement.

Registration Requests. At Each of Nexus, Nexus Partners I, LLC and BAS Capital Funding Corp. (“BASCFC”), as well as any time, upon the written request transferee of at least five percent (a "REQUESTED REGISTRATION"5%) of Orion or any of its Transferees (the "REQUESTING HOLDERS") requesting that Tengtu effect the registration under the Securities Act of all of such Requesting Holders' Registrable Securities (as adjusted to reflect any stock splits, reverse stock-splits, stock dividends and similar events) held by the BA Investors as of the Signing Date and designated in writing as such termby BASCFC (a “Significant BA Transferee” and collectively with Nexus, Nexus Partners I, LLC, and other capitalized BASCFC, each a “Primary Demand Rights Holder”) may, at any time and from time to time, require that the Company take, at the Company’s expense, all requisite actions necessary or advisable in the opinion of any Primary Demand Rights Holder to consummate Public Offerings, each on terms used herein and conditions acceptable to each of the Primary Demand Rights Holders and enable each BA Investor to freely sell all (or such lesser portion as may be agreed to by such BA Investor) of its Registrable Securities. There shall have its meaning set forth in SECTION 9) and specifying be no limit as to the number of Public Offerings that may be required or otherwise requested by any of the Primary Demand Rights Holders pursuant to this Section 1. At any time following the sixth anniversary of a Qualified Public Offering and from time to time thereafter, the Grupo VAC Representative shall have the right to require that the Company take all requisite actions necessary or advisable in the opinion of the Grupo VAC Representative to consummate 1 (one) or more Public Offerings, on terms and conditions acceptable to the Grupo VAC Representative and enable each Grupo VAC Investor to freely sell all (or such lesser portion as may be agreed to by the Grupo VAC Investor) of its Registrable Securities to be registered and Securities. At the intended method request of disposition thereofany Primary Demand Rights Holder at any time following a Qualified Public Offering (or at the request of the Grupo VAC Representative at any time following the sixth anniversary of a Qualified Public Offering), Tengtu thereupon will the Company shall use its best efforts to effect file with the Securities and Exchange Commission a shelf registration statement pursuant to Rule 415 promulgated under the Securities Act registering the public offer and sale of the Registrable Securities which Tengtu has been so requested to register held by such Requesting Holder or Requesting Holders, all to the extent required to permit the disposition (in accordance with the intended method thereof) of the Registrable Securities to be so registeredInvestors. Notwithstanding the foregoing, Tengtu may postpone taking action with respect to a Requested Registration for a reasonable period of time after Upon receipt of the original a request (not exceeding ninety (90) days) if, in the good faith opinion of the Board of Directors, effecting the registration would require Tengtu to make public disclosure of information the public disclosure of which would have a material adverse effect upon Tengtu, PROVIDED that Tengtu shall not delay such take action pursuant to this sentence more than once in any twelve Section 1(a) (12) month period. Subject to PARAGRAPH (Eeach such request, a “Registration Request”), Tengtu may include in such registration other securities of the same class Company shall take all requisite actions, at the Company’s expense, to permit the Investors to sell, as soon as practicable, the Registrable Securities for sale for its own account or for the account of any other Person. Neither Tengtu nor any of its shareholders shall have the right held by them pursuant to include any of Tengtu's securities (other than Registrable Securities) in a registration statement registered Public Offering and to be filed as part of a Requested Registration unless (i) enable such securities are of the same class as the Registrable Securities, (ii) the holders of a majority of the Registrable Securities covered by such registration statement consent to such inclusion in writing and (iii) if such Requested Registration is an underwritten offering, Tengtu or such shareholders, as applicable, agree in writing to sell, subject to PARAGRAPH (D), freely Transfer their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any shareholders of Tengtu (other than the holders of Registrable Securities in the appropriate market as registered securities under applicable securities law, as soon as practicable after such capacity) register securities of Tengtu in a Requested Registration in accordance with this Section, such holders shall pay the fees and expenses of their counsel and their PRO RATA share, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the Registration Expenses if the Registration Expenses for such registration are not paid by Tengtu for any reasonRequest.

Registration Requests. At any timeSubject to Section 2.5, upon the receipt of a written request signed by CITIC (a "REQUESTED REGISTRATION"“Notice of Demand Registration”) at any time within the ninety (90) day period immediately preceding the expiration of Orion or any of its Transferees (the "REQUESTING HOLDERS") requesting that Tengtu effect the registration under the Securities Act of all of such Requesting Holders' Registrable Securities (such termOne Year Lock-Up Period, and other capitalized terms used herein shall have its meaning set forth in SECTION 9) and specifying the number of Registrable Securities One Year Lock-Up Shares to be registered and the intended method of disposition thereof, Tengtu thereupon will use its best efforts to the Issuer will, as promptly as practicable following the expiration of the One Year Lock-Up Period, effect the registration on Form S-3 under the Securities Act of the offer and sale of the Registrable Securities which Tengtu that the Issuer has been so requested to register by such Requesting Holder or Requesting the Holders, all such that the registration on Form S-3 with respect to such One Year Lock-Up Shares shall be effective immediately upon or as promptly as practicable following the extent required expiration of the One Year Lock-Up Period. Subject to permit Section 2.5, upon receipt of a Notice of Demand Registration at any time within the disposition ninety (in accordance with 90) day period immediately preceding the intended method thereof) expiration of the Two Year Lock-Up Period, the Issuer will, as promptly as practicable following the expiration of the Two Year Lock-Up Period, effect the registration on Form S-3 under the Securities Act of the offer and sale of the Registrable Securities (which may include One Year Lock-Up Shares or Two Year Lock-Up Shares of any combination thereof) that the Issuer has been so requested to be so registered. Notwithstanding register by the foregoingHolders, Tengtu may postpone taking action such that the registration on Form S-3 with respect to a Requested Registration for a reasonable period of time after receipt such shares shall be effective immediately upon or as promptly as practicable following the expiration of the original request Two Year Lock-Up Period. The Registration Rights set forth in this Section 2.1(a) are referred to herein as “Demand Registrations”. Notwithstanding anything to the contrary herein, unless otherwise agreed by the Issuer, (not exceeding ninety (90i) days) if, in the good faith opinion of the Board of Directors, effecting the registration would require Tengtu to make public disclosure of information the public disclosure of which would have a material adverse effect upon Tengtu, PROVIDED that Tengtu shall not delay such action pursuant to this sentence no Demand Registration may include more than once 4,025,105 Strategic Shares (as adjusted for share splits, share dividends and the like) and (ii) in any twelve no event will the Issuer be obligated to effect (12which shall mean that such registrations shall have been declared or ordered effective) month periodmore than two (2) Demand Registrations under this Agreement. Subject to PARAGRAPH (E), Tengtu The Issuer may include in such registration any Demand Registration other securities of the same class as the Registrable Securities for sale for (x) its own account or (y) for the account of any other Person. Neither Tengtu nor any of its shareholders shall have the right to include any of Tengtu's securities (other than Registrable Securities) in a registration statement to be filed as part of a Requested Registration unless (i) such securities are of the same class as the Registrable Securities, (ii) the holders of a majority of the Registrable Securities covered by such registration statement consent to such inclusion in writing and (iii) if such Requested Registration is an underwritten offering, Tengtu or such shareholders, as applicable, agree in writing to sell, subject to PARAGRAPH (D), their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any shareholders of Tengtu Person (other than the holders of Registrable Securities in such capacityHolders or their Affiliates) register securities of Tengtu in a Requested Registration in accordance with this Section, such holders shall pay who is contractually entitled to demand or piggy-back registration pursuant to registration rights granted by the fees and expenses of their counsel and their PRO RATA share, on Issuer prior to or after the basis of the respective amounts of the securities included in such registration on behalf of date hereof (each such holderPerson an “Other Registration Rights Holder” and collectively, of the “Other Registration Expenses if the Registration Expenses for such registration are not paid by Tengtu for any reasonRights Holders”).

Registration Requests. At If the Company fails to effect the registration referred to in Section 1 hereof, at any timetime and from time to time after June 1, 2000, upon the written request of Holders owning at least thirty three and one-third percent (a "REQUESTED REGISTRATION"33 1/3%) of Orion or any of its Transferees the Registrable Securities (the "REQUESTING HOLDERSNecessary Holders") requesting that Tengtu the Company effect the registration under the Securities Act of all or part of such Requesting Holders' Registrable Securities (such term, and other capitalized terms used herein which request shall have its meaning set forth in SECTION 9) and specifying specify the number of Registrable Securities which the Requesting Holder proposes the Company to be registered register and the Requesting Holders' intended method of disposition thereof, Tengtu thereupon will which shall be no less than thirty three and one-third percent of the Registrable Securities), the Company shall use its best efforts to effect the registration under the Securities Act of the Registrable Securities which Tengtu the Company has been so requested by the Requesting Holders to register by such Requesting Holder or Requesting Holders, all to the extent required so as to permit their disposition pursuant to such registration and to effect the disposition (registration in accordance with the Requesting Holders' intended method thereof) of disposition of such Registrable Securities. If requested by the Requesting Holders, the method of disposition of all Registrable Securities to included in such registration shall be so registeredin an underwritten offering effected in accordance with Section 2.4(a). Notwithstanding the foregoing, Tengtu the Company may postpone taking action with respect to effecting a Requested Registration for a reasonable period of time (not to exceed sixty (60) days) after receipt of the original Necessary Holders' written request therefor if: (not exceeding ninety (90a) days) if, in the good faith opinion of the Board of Directors, Directors of the Company in good faith resolves that effecting the registration would require Tengtu the Company to make public disclosure of material, non-public information the public disclosure of which that, if publicly disclosed, would have a material adverse effect upon Tengtua material corporate development or transaction then pending or in progress that involves the Company; and (b) the Company notifies the Requesting Holders in writing, PROVIDED within five (5) days after the Necessary Holders have requested such registration, of such postponement and the grounds therefor; provided that Tengtu the Company shall not delay postpone effecting such action registration pursuant to this sentence more than once in any twelve (12) month period. Subject ; and, provided, further, that the Company shall promptly proceed with its obligations hereunder to PARAGRAPH (E), Tengtu may include in effect such registration once such information is publicly disclosed or the disclosure of such information is not likely to have a material adverse effect upon such corporate development or transaction. The Company and other securities of the same class as the Registrable Securities for sale for its own account or for the account of any other Person. Neither Tengtu nor any of its shareholders securityholders who hold piggyback registration rights shall have the right to include any of Tengtuthe Company's securities Securities (other than Registrable Securities) in a registration statement to be filed as part of a Requested Registration unless subject in all events to subsection (ie) such securities are of the same class as the Registrable Securities, (ii) the holders of a majority of the Registrable Securities covered by such registration statement consent to such inclusion in writing and (iii) if such Requested Registration is an underwritten offering, Tengtu or such shareholders, as applicable, agree in writing to sell, subject to PARAGRAPH (D), their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any shareholders of Tengtu (other than the holders of Registrable Securities in such capacity) register securities of Tengtu in a Requested Registration in accordance with this Section, such holders shall pay the fees and expenses of their counsel and their PRO RATA share, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the Registration Expenses if the Registration Expenses for such registration are not paid by Tengtu for any reasonbelow.