Common use of Request by Holders Clause in Contracts

Request by Holders. If the Company receives at any time a written request (specifying the number of Registrable Securities requested to be Registered and the proposed method of distribution thereof) from an Initiating Holder that the Company file a registration statement under the Act covering the Registration of all or a portion of such Initiating Holder’s Registrable Securities pursuant to this Section 3(a), then the Company will, within ten (10) business days after the receipt of such written request, give written notice of such request (a “Request Notice”) to all Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and effect, as soon as practicable thereafter (but in no event later than thirty (30) days after its receipt of such request), the Registration and all such qualifications and compliances as may be required to facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such request by the Initiating Holder and any additional requests by other Holders received by the Company within fifteen (15) days after receipt of the Request Notice to include Registrable Securities of the same class as specified in the request by the Initiating Holder, subject only to the limitations of this Section 3(a); except that the Registrable Securities requested to be Registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less than $50,000,000. A Holder’s right to include its Registrable Securities in a Registration will be conditioned upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration).

Request by Holders. If the Company receives Tality shall, at any time after the expiration of the 180-day "lock-up" period pursuant to the Underwriting Agreement (the "Lock-Up Expiration Date"), receive a written request from Cadence, Holdings or any subsequent Holder of LP Units originally issued to Cadence, Holdings or any other member of the Cadence Group (specifying or any Registrable Securities issued in exchange therefor) holding at least ten percent (10%) of the aggregate outstanding number of Registrable Securities requested to be Registered and the proposed method of distribution thereof) from an Initiating Holder such LP Units that the Company Tality file a registration statement on form S-1 (or any successor form thereto) under the Securities Act covering the Registration registration of all or a portion of such Initiating Holder’s Registrable Securities pursuant to this Section 3(a3.4(b), then the Company willTality shall, within ten (10) business days Business Days after the receipt of such written request, give written notice of such request (a “"Request Notice”") to all Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and use its best efforts to effect, as soon as practicable thereafter (but in no event later than thirty (30) days after its receipt of such request)practicable, the Registration and all such qualifications and compliances as may be required to facilitate registration under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified that Holders request to be registered and included in such request registration by the Initiating Holder and any additional requests written notice given by other such Holders received by the Company to Tality within fifteen twenty (1520) days after receipt of the Request Notice to include Registrable Securities of the same class as specified in the request by the Initiating HolderNotice, subject only to the limitations of this Section 3(a3.4(b); except provided, however, that the Registrable Securities requested by all Holders to be Registered registered pursuant to such request must have an anticipated aggregate price to the public be at least ten percent (before any underwriting discounts and commissions10%) of not less than $50,000,000. A Holder’s right to include its all Registrable Securities in a Registration will then held by or issuable to them; provided further, that Tality shall not be conditioned upon obligated to effect any such registration if Tality has, within the timely provision by such Holder six (6) month period preceding the date of such information as request, already effected a registration under the Company may reasonably request relating Securities Act pursuant to this Section 3.4(b) or Section 3.4(d), or in which the disclosure requirements Holders had an opportunity to participate pursuant to Section 3.4(c), other than a registration from which the Registrable Securities of Item 507 of Regulation S-K Holders have been excluded (with respect to all or any similar disclosure requirement applicable portion of the Registrable Securities the Holders requested be included in such registration) pursuant to such RegistrationSection 3.4(c)(i).

Request by Holders. If the Company receives at any time a written request (specifying the number of Registrable Securities requested to be Registered and the proposed method of distribution thereof) from an Initiating Holder that the Company file a registration statement under the Act covering the Registration of all or a portion of such Initiating Holder’s Registrable Securities pursuant to this Section 3(a3(b), then the Company will, within ten (10) business days after the receipt of such written request, give written notice of such request (a “Request Notice”) to all Initiating Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and effectfile, as soon as practicable thereafter (but in no event later than thirty (30) days after its receipt of such requestrequest from the Initiating Holder), a registration statement to effect the Registration and all such qualifications and compliances as may be required to facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such request by the Initiating Holder and any additional requests by other Initiating Holders received by the Company within fifteen (15) days after receipt of the Request Notice to include Registrable Securities of the same class as specified in the request by the Initiating HolderNotice, subject only to the limitations of this Section 3(a3(b); except that the Registrable Securities requested to be Registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less than $50,000,00025,000,000. A An Initiating Holder’s right to include its Registrable Securities in a Registration will be conditioned upon the timely provision by such Initiating Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration).

Request by Holders. If the Company receives at any time a written request (specifying the number of Registrable Securities requested to be Registered and the proposed method of distribution thereof) from an Initiating Holder that the Company file a registration statement under the Act covering the Registration of all or a portion of such Initiating Holder’s Registrable Securities pursuant to this Section 3(a), then the Company will, within ten (10) business days after the receipt of such written request, give written notice of such request (a “Request Notice”) to all Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and effect, as soon as practicable thereafter (but in no event later than thirty (30) days after its receipt of such request), the Registration and all such qualifications and compliances as may be required to facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such request by the Initiating Holder and any additional requests by other Holders received by the Company within fifteen (15) days after receipt of the Request Notice to include Registrable Securities of the same class as specified in the request by the Initiating HolderNotice, subject only to the limitations of this Section 3(a); except that the Registrable Securities requested to be Registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less than $50,000,000. A Holder’s right to include its Registrable Securities in a Registration will be conditioned upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration).

Request by Holders. If From and after April 13, 2013, upon the Company receives at any time a written request (specifying of the number Holder or Holders of at least 51% of the Registrable Securities requested to be Registered and the proposed method of distribution thereof) from an Initiating Holder Shares that the Company file a effect the registration statement under the Securities Act covering the Registration of all such Holder or a portion Holders’ Registrable Shares, and specifying the amount and intended method of such Initiating Holder’s Registrable Securities pursuant to this Section 3(a)disposition thereof, then the Company will, within ten (10) business days after the receipt of such written request, will promptly give written notice of such request (a “Request Notice”) requested registration to all other Holders of Registrable Shares and use its commercially reasonable efforts to effect the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested, and if the Company is then eligible to use such registration) of: (i) the Registrable Shares which the Company has been so requested to register by such Holder or Holders, and (ii) all other Registrable Shares which the Company has been requested to register by any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and effect, as soon as practicable thereafter (but in no event later than thirty (30) days after its receipt of such request), the Registration and all such qualifications and compliances as may be required to facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such Holder thereof by written request by the Initiating Holder and any additional requests by other Holders received by the Company within fifteen (15) 14 days after receipt the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that the Company shall not be obligated to file a registration statement relating to a registration request under this Section 2 (other than on Form S-3 or any similar short-form registration statement) within a period of 180 days after the effective date of any other registration statement of the Request Notice to include Registrable Securities of the same class as specified in the request by the Initiating Holder, subject only to the limitations of this Section 3(a); except that the Registrable Securities requested to be Registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less Company other than $50,000,000. A Holder’s right to include its Registrable Securities in a Registration will be conditioned upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K registration statements on Forms S-3 or S-8 (or any similar disclosure requirement applicable short-form registration statement) or any-successor or similar forms. The Company shall be required to effect one registration pursuant to this Section 2, provided, however, that if a registration requested pursuant to this Section 2 involves an underwritten public offering and 100% of the Registrable Shares requested to be registered pursuant to this Section 2 are not included in such offering, then the Holders shall be entitled to demand, and the Company shall be required to effect, an additional registration in accordance with the terms and conditions of this Agreement. Promptly after the expiration of the 14-day period referred to in clause (ii) above, the Company will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein. The Holders initially requesting a registration pursuant to this Section 2(a) may, at any time prior to the effective date of the registration statement relating to such Registrationregistration, revoke such request by providing a written notice to the Company revoking such request; provided, however, that, in the event the Holders shall have made a written request for a demand registration (i) which is subsequently withdrawn by the Holders after the Company has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC, unless such withdrawal is due to a material and adverse change in the Company’s business, condition (financial or otherwise), results of operations, properties, assets, liabilities or prospects, or (ii) which is not declared effective solely as a result of the failure of the Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand for registration for purposes of this Section 2(a).

Request by Holders. If From and after the Company receives at any time a earlier of (i) the Trigger Date and (ii) November 25, 2003 upon the written request (specifying of the number Holder or Holders of at least 25% of the Registrable Securities requested to be Registered and the proposed method of distribution thereof) from an Initiating Holder Shares that the Company file a effect the registration statement under the Securities Act covering the Registration of all or a portion part of such Initiating Holder’s Holder or Holders' Registrable Securities pursuant to this Section 3(a)Shares, then and specifying the amount and intended method of disposition thereof, the Company will, within ten (10) business days after the receipt of such written request, will promptly give written notice of such request (a “Request Notice”) requested registration to all Holdersother Holders of Registrable Shares and, as expeditiously as practicable, use its reasonable best efforts to effect the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested, and if the Company is then eligible to use such registration) of: (i) the Registrable Shares which the Company has been so requested to register by such Holder or Holders; and (ii) all other Registrable Shares which the Company has been requested to register by any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and effect, as soon as practicable thereafter (but in no event later than thirty (30) days after its receipt of such request), the Registration and all such qualifications and compliances as may be required to facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such Holder thereof by written request by the Initiating Holder and any additional requests by other Holders received by the Company within fifteen (15) 14 days after receipt the giving of such written notice by the Company (which request shall specify the intended method of disposition of such Registrable Shares); provided, however, that the Company shall not be required to effect more than one registration during any twelve-month period pursuant to this Section 4; provided, further, that the Company shall not be obligated to file a registration statement relating to a registration request under this Section 4 (other than on Form S-3 or any similar short-form registration statement) within a period of 180 days after the effective date of any other registration statement of the Request Notice to include Registrable Securities of the same class as specified in the request by the Initiating Holder, subject only to the limitations of this Section 3(a); except that the Registrable Securities requested to be Registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less Company other than $50,000,000. A Holder’s right to include its Registrable Securities in a Registration will be conditioned upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K registration statements on Form S-3 (or any similar disclosure requirement applicable short-form registration statement) or any-successor or similar forms; provided, further, that in no event shall the Company be required to effect more than three registrations pursuant to this Section 4; provided, further, that the Company shall not be required to effect any registration if the Company determines that the aggregate offering value of all of the shares to be offered is not reasonably expected to equal at least (i) prior to the occurrence of a Trigger Date or after the Closing Date (as defined in the Stock Purchase Agreement), $75 million or (ii) after the occurrence of a Trigger Date but prior to the Closing Date, $15 million. Promptly after the expiration of the 14-day period referred to in clause (ii) above, the Company will notify all the Holders to be included in the registration of the other Holders and the number of shares of Registrable Shares requested to be included therein. The Holders initially requesting a registration pursuant to this Section 4(a) may, at any time prior to the effective date of the registration statement relating to such Registrationregistration, revoke such request by providing a written notice to the Company revoking such request; provided, however, that, in the event the Holders shall have made a written request for a demand registration (i) which is subsequently withdrawn by the Holders after the Company has filed a registration statement with the SEC in connection therewith but prior to such demand registration being declared effective by the SEC or (ii) which is not declared effective solely as a result of the failure of the Holders to take all actions reasonably required in order to have the registration and the related registration statement declared effective by the SEC, then, in any such event, such demand registration shall be counted as a demand registration for purposes of this Section 4(a).

Request by Holders. If the Company receives shall receive at any time a written request (specifying from the number of Registrable Securities requested to be Registered and the proposed method of distribution thereof) from an Initiating Holder that Holders that, on or after October 9, 2008, the Company file a registration statement under the Securities Act covering the Registration registration of all or a portion of such Initiating Holder’s Registrable Securities pursuant to this Section 3(a1.2 (a "Request"), then the Company will, within ten (10) business days after the receipt of such written request, give written notice of such request (a “Request Notice”) to all Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and shall effect, as soon as practicable thereafter practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration; provided, however, that the Registrable Securities requested by the Holders to be registered pursuant to such request must not be an amount greater than two million (2,000,000) shares of Common Stock nor in an amount less than five hundred thousand (500,000) shares. Without limiting the generality of the foregoing, to the extent that the Company has shares available under an effective shelf registration statement on Form S-3 (the "Shelf Registration Statement"), to the extent permitted by the rules and regulations of the Commission, the Company shall first file a prospectus supplement under such Shelf Registration Statement with respect to the lesser of (1) the number of shares requested to be registered by the Holders pursuant to the Request or (2) the number of shares remaining available under such Shelf Registration Statement. Any shares which cannot be included under the Shelf Registration Statement, whether due to lack of availability under the Shelf Registration Statement or due to the rules and regulations of the Commission, shall be subject to a separate registration statement filed by the Company, which separate registration statement shall be filed as soon as practicable, but in no event later than thirty (30) 30 days after its the receipt of such request), the Registration and all such qualifications and compliances as may be required to facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such request by the Initiating Holder and any additional requests by other Holders received by the Company within fifteen (15) days after receipt of the Request Notice to include Registrable Securities of the same class as specified in the request by the Initiating Holder, subject only to the limitations of this Section 3(a); except that the Registrable Securities requested to be Registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less than $50,000,000. A Holder’s right to include its Registrable Securities in a Registration will be conditioned upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration)Request.

Request by Holders. If the Company receives at At any time a from and after the date hereof, upon the written request (specifying the number of Registrable Securities requested to be Registered and the proposed method of distribution thereof) from an Initiating any Holder or Holders requesting that the Company file a effect the registration statement under the Securities Act covering the Registration of all or a portion part of such Initiating Holder’s or Holders’ Registrable Securities pursuant to this Section 3(a)representing not less than 10% of the Registrable Securities then outstanding, then and specifying the intended method of disposition thereof, the Company will, within ten (10) business days after the receipt of such written request, will promptly give written notice of such requested registration to all other Holders of Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by such Holder or Holders; and (ii) all other Registrable Securities which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (the original request and all additional requests given within such 15-day period being considered one request for registration), so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided, however, that the Company may delay filing the Registration Statement for up to 180 days if its Board of Directors determines that filing the Registration Statement would be materially detrimental to the Company. So long as the Company does not breach any of its obligations in respect of the registration contemplated by this Section 3 (other than a “Request Notice”) breach which would not materially adversely affect any Holder’s rights hereunder), with respect to all Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and effect, as soon as practicable thereafter (but in no event later than thirty (30) days after its receipt of such request), the Registration and all such qualifications and compliances as may Company shall only be required to facilitate the sale and distribution comply with an aggregate of all or such portion of the Registrable Securities as are specified in such request by the Initiating Holder and any additional three requests by other Holders received by the Company within fifteen (15) days after receipt of the Request Notice to include Registrable Securities of the same class as specified in the request by the Initiating Holder, subject only to the limitations of this Section 3(a); except that the Registrable Securities requested to be Registered for registration pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less than $50,000,000. A Holder’s right to include its Registrable Securities in a Registration will be conditioned upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration).this

Request by Holders. If Upon the Company receives written request of any Holder or Holders (which request may be made at any time a written request (specifying before or after the number of Registrable Securities requested to be Registered and the proposed method of distribution thereofClosing) from an Initiating Holder requesting that the Company file a effect the registration statement under the Securities Act covering the Registration of all or a portion an amount of such Initiating Holder’s 's or Holders' Registrable Securities pursuant to this Section 3(a)representing, then in the aggregate, not less than the Minimum Amount, and specifying the intended method of disposition thereof, the Company will, within ten (10) business days after the receipt of such written request, will promptly give written notice of such requested registration to all other Holders of Registrable Securities, and thereupon will, as expeditiously as possible, use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by such Holder or Holders; and (ii) if, at the time of such request, there are any other Holders of Registrable Securities, all other Registrable Securities which the Company has been requested to register by any other Holder thereof by written request given to the Company within 15 days after the giving of such written notice by the Company (the original request and all additional requests given within such 15-day period being considered one request for registration), so as to permit the disposition (in accordance with the intended method thereof as aforesaid) of the Registrable Securities so to be registered; provided, however, that the Company may delay filing the registration statement for up to 180 days if its Board of Directors determines that filing the Registration Statement would be materially detrimental to the Company, provided, further, however, that the Company may not so delay such filing with respect to a “Request Notice”registration requested pursuant to this Section 4(b) on or before the 30th day following the Closing (an "Early Registration"). So long as the Company does not breach any of its obligations in respect of the registration contemplated by this Section 4 (other than a breach which would not materially adversely affect any Holder's rights hereunder), with respect to all Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and effect, as soon as practicable thereafter (but in no event later than thirty (30) days after its receipt of such request), the Registration and all such qualifications and compliances as may Company shall only be required to facilitate comply with an aggregate of three requests for registration pursuant to this Section 4. The requests for registration referred to in the sale preceding sentence may be exercised by the Holders, in the aggregate, no more than twice in a twelve calendar month period. If any Holder withdraws its request for registration following the filing of a registration statement therefor and distribution other than as a result of all a material adverse change in the business, financial condition or results of operations of the Company, such portion withdrawn request shall be deemed to be one of the three requests granted to the Holders pursuant to this Section 4. If (a) any Holder withdraws its request for registration (i) after the filing of a registration statement therefor as a result of a material adverse change in the business, financial condition or results of operations of the Company, or (ii) prior to such filing, (b) the Company withdraws the registration statement for any reason other than a breach by such Holder of its obligations hereunder with respect to such registration statement, or (c) an offering of Registrable Securities pursuant to the requested registration statement after it has become effective is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court and the Holders of a majority of the Registrable Securities as are specified included in such registration statement determine not to proceed with such offering, then in each such event the request by the Initiating Holder and any additional requests by other Holders received by the Company within fifteen (15) days after receipt for such registration shall not be deemed to be one of the Request Notice three requests granted to include the Holders pursuant to this Section 4. The Holders shall only exercise registration rights for Registrable Securities which they intend to sell, transfer or otherwise dispose of within 60 days of the effectiveness of the registration statement relating to such Registrable Securities. The Company shall not include in such registration securities proposed to be sold for its account or securities held by any other Person, unless such securities proposed to be included in such registration are of the same class or series of capital stock of the Company as specified in the request by the Initiating Holder, subject only to the limitations class or series of this Section 3(a); except that the capital stock constituting Registrable Securities for which registration has been requested to be Registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less than $50,000,000. A Holder’s right to include its Registrable Securities in a Registration will be conditioned upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such RegistrationAmerican Depositary Shares, as applicable).