Common use of Request for a Form S-3 Registration Clause in Contracts

Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a public offering of its securities, in the event that the Company shall receive from (x) any Adelson Holder or Xxxxxxx Holders or (y) any Specified Holder or Specified Holders (collectively, the “S-3 Initiating Holders”) a written request that the Company register under the Securities Act on Form S-3 (or any successor form then in effect) (an ”S-3 Registration”) all or a portion of the Registrable Securities owned by such S-3 Initiating Holders, the Company shall give written notice of such request to all of the other Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) at least twenty (20) days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration and offer such other Designated Holders the opportunity to register the number of Registrable Securities that each such Designated Holder may request in writing to the Company, given within ten (10) days of the date on which the Company sent the written notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof; provided that no S-3 Initiating Holder that is a Specified Holder may request that the S-3 Registration be a firm commitment underwritten offering. With respect to each S-3 Registration, the Company shall, subject to Section 5(b), (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Holders (who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein) and (ii) use its commercially reasonable efforts to cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable but in no event earlier than 90 days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto) that had been filed with the Commission but not yet declared effective at the time such registration was requested, subject to obtaining all required approvals from all applicable gaming authorities. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten offering, if such price is below the price which any Designated Holder participating in the S-3 Registration finds acceptable, such Designated Holder shall then have the right, by written notice to the Company, to withdraw its Registrable Securities from being included in such offering; provided, that such a withdrawal by any one of the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Initiating Holders and Designated Holders participating in such S-3 Registration.

Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a secondary public offering of its equity securities, in the event that the Company shall receive from (x) any Adelson Holder or Xxxxxxx Holders or (y) any Specified Holder or Specified Holders (collectively, the “S-3 Initiating Holders”) Holders a written request that the Company register under the Securities Act on Form S-3 (or any successor form then in effect) (an ”“S-3 Registration”) the sale of all or a portion of the Registrable Securities owned by such S-3 Initiating HoldersHolder (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act, in which case the provisions of Section 5(f) shall apply), the Company shall give written notice of such request to all of the other Designated Holders Stockholders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)Holders) at least twenty (20) days as promptly as practicable but in no event later than ten Business Days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such other Designated Holders Stockholders the opportunity to register the number of Registrable Securities that as each such Designated Holder Stockholder may request in writing to the Company, given within ten (10) days Business Days of the date on which the Company sent the written notice of such registration. Each request for an S-3 Registration by the an S-3 Initiating Holders Holder shall state the amount type and number of the Registrable Securities proposed to be sold registered and the intended method of disposition thereof; provided that no S-3 Initiating Holder that is a Specified Holder may request that the S-3 Registration be a firm commitment underwritten offering. With respect to each S-3 Registration, the Company shall, subject to Section 5(b)) hereof, (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Holders (Stockholders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included thereintherein (collectively, the “S-3 Participating Stockholders”) and (ii) use its commercially reasonable efforts to file a Registration Statement relating to the S-3 Registration (taking into account, among other things, accounting and regulatory matters) and to use its commercially reasonable efforts to cause such registration pursuant Registration Statement to become effective as promptly as practicable after it receives a request under this Section 5(a) to become and remain effective as soon as practicable but in no event earlier than 90 days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto) that had been filed with the Commission but not yet declared effective at the time such registration was requested, subject to obtaining all required approvals from all applicable gaming authorities). Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a an S-3 Registration that is a firm commitment underwritten public offering, if such price is below the price which any Designated Holder participating in the S-3 Registration finds Initiating Holders find acceptable, such Designated Holder the S-3 Initiating Holders shall then have the right, by written notice to the Company, to withdraw its their Registrable Securities from being included in such offering; provided, that such a withdrawal by any one of the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Participating Stockholders. If the S-3 Initiating Holders request, and Designated Holders participating in if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 RegistrationRegistration to be made pursuant to an Automatic Shelf Registration Statement and may omit the names of the S-3 Participating Stockholders and the amount of the Registrable Securities to be offered thereunder.

Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a public offering of its securities, in the event that the Company shall receive from one or more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee or the Major Stockholders holding a majority of the Registrable Securities held by all of the Major Stockholders (x) any Adelson Holder or Xxxxxxx Holders or (y) any Specified Holder or Specified Holders (collectively, the “S-3 Initiating Holders”) ), a written request that the Company register register, under the Securities Act on Form S-3 (or any successor form then in effect) (an ”“S-3 Registration”) ), all or a portion of the Registrable Securities owned by such S-3 Initiating Holders, the Company shall give written notice of such request to all of the other Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) at least twenty ten (2010) days before the anticipated filing date of such Form S-3, which and such notice shall describe the proposed registration and offer such other Designated Holders the opportunity to register the number of Registrable Securities that as each such Designated Holder may request in writing to the Company, given within ten (10) days of the date on which after their receipt from the Company sent of the written notice of such registration. Each request for an S-3 Registration If requested by the S-3 Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof; provided that no S-3 Initiating Holder that is a Specified Holder may request that the such S-3 Registration shall be for an offering on a firm commitment underwritten offeringcontinuous basis pursuant to Rule 415 under the Securities Act. With respect to each S-3 Registration, the Company shall, subject to Section 5(b), (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and (ii) use its reasonable best efforts to (x) cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable, but in any event not later than sixty (60) days after it receives a request therefor and (y) include in such offering the Registrable Securities of the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein) and (ii) use its commercially reasonable efforts to cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable but in no event earlier than 90 days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto) that had been filed with the Commission but not yet declared effective at the time such registration was requested, subject to obtaining all required approvals from all applicable gaming authorities. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten offering, if such price is below the price which any Designated Holder participating in the S-3 Registration finds acceptable, such Designated Holder shall then have the right, by written notice to the Company, to withdraw its Registrable Securities from being included in such offering; provided, that such a withdrawal by any one of the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Initiating Holders and Designated Holders participating in such S-3 Registration.

Request for a Form S-3 Registration. The Company will use its commercially reasonable efforts to file all required reports under the Exchange Act in order to qualify for the use of Form S-3 under the Securities Act; provided, that this covenant shall not require the Company to remain a reporting company under the Exchange Act if the Company shall have determined to enter into a merger, acquisition, going private transaction or similar transaction. Upon the Company becoming eligible for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a public offering of its securities, in the event that the Company shall receive from (x) any Adelson Holder one or more of the HWP Stockholders, acting through HWH Capital Partners or its written designee, or one or more Xxxxxxx Holders or (y) any Specified Holder or Specified Holders Stockholders, acting through Xxxxxxx (collectively, the “S-3 Initiating Holders”) ), a written request that the Company register register, under the Securities Act on Form S-3 (or any successor form then in effect) (an ”S-3 Registration”) ), all or a portion of the Registrable Securities owned by such S-3 Initiating Holders, the Company shall give written notice of such request to all of the other Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) at least twenty ten (2010) days before the anticipated filing date of such Form S-3, which and such notice shall describe the proposed registration and offer such other Designated Holders the opportunity to register the number of Registrable Securities that as each such Designated Holder may request in writing to the Company, given within ten (10) days of the date on which after their receipt from the Company sent of the written notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof; provided that no S-3 Initiating Holder that is a Specified Holder may request that the S-3 Registration be a firm commitment underwritten offering. With respect to each S-3 Registration, the Company shall, subject to Section 5(b), (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Holders (who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein) and (ii) use its commercially reasonable efforts to cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable but in no event earlier than 90 days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto) that had been filed with the Commission but not yet declared effective at the time such registration was requested, subject to obtaining all required approvals from all applicable gaming authorities. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten offering, if such price is below the price which any Designated Holder participating in the S-3 Registration finds acceptable, such Designated Holder shall then have the right, by written notice to the Company, to withdraw its Registrable Securities from being included in such offering; provided, that such a withdrawal by any one of the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Initiating Holders and Designated Holders participating in such S-3 Registrationpracticable.”

Request for a Form S-3 Registration. Upon After the Restricted Period, so long as the Company becoming is eligible for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a public offering of its securities, in the event that the Company shall receive from one or more of the Atairos Stockholders (x) any Adelson Holder or Xxxxxxx Holders or (y) any Specified Holder or Specified Holders (collectively, the “S-3 Initiating Holders”) ), a written request that the Company register register, under the Securities Act on Form S-3 (or any successor form then in effect) (an ”“S-3 Registration”) ), all or a portion of the Registrable Securities owned by such S-3 Initiating HoldersHolders and provided that any transfer pursuant to such registration is permitted by Article 2 of the Stockholder Agreement, the Company shall give written notice of such request to all of the other Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section ‎Section 5(a)) at least twenty (20) 10 days before the anticipated filing date of such Form S-3, which and such notice shall describe the proposed registration and offer such other Designated Holders the opportunity to register the number of Registrable Securities that as each such Designated Holder may request in writing to the Company, given within ten (10) 5 days of the date on which after their receipt from the Company sent of the written notice of such registration. Each request for an S-3 Registration If requested by the S-3 Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof; provided that no S-3 Initiating Holder that is a Specified Holder may request that the Holders, such S-3 Registration shall be for an offering on a firm commitment underwritten offeringcontinuous basis pursuant to Rule 415 under the Securities Act. With respect to each S-3 Registration, the Company shall, subject to Section ‎Section 5(b), (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and (i) use its reasonable best efforts to (x) cause such registration pursuant to this ‎Section 5(a) to become and remain effective as soon as practicable, but in any event not later than 45 days after it receives a request therefor and (y) include in such offering the Registrable Securities of the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this ‎Section 5(a)) who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein) and (ii) use its commercially reasonable efforts to cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable but in no event earlier than 90 days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto) that had been filed with the Commission but not yet declared effective at the time such registration was requested, subject to obtaining all required approvals from all applicable gaming authorities. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten offering, if such price is below the price which any Designated Holder participating in the S-3 Registration finds acceptable, such Designated Holder shall then have the right, by written notice to the Company, to withdraw its Registrable Securities from being included in such offering; provided, that such a withdrawal by any one of the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Initiating Holders and Designated Holders participating in such S-3 Registration.

Request for a Form S-3 Registration. The Company will use its commercially reasonable efforts to file all required reports under the Exchange Act in order to qualify for the use of Form S-3 under the Securities Act; provided, that this covenant shall not require the Company to remain a reporting company under the Exchange Act if the Company shall have determined to enter into a merger, acquisition, going private transaction or similar transaction. Upon the Company becoming eligible for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a public offering of its securities, in the event that the Company shall receive from (x) any Adelson Holder one or more of the Xxxxxxx Holders or (y) any Specified Holder or Specified Holders Stockholders, acting through Xxxxxxx (collectively, the “S-3 Initiating Holders”) ), a written request that the Company register register, under the Securities Act on Form S-3 (or any successor form then in effect) (an ”“S-3 Registration”) ), all or a portion of the Registrable Securities owned by such S-3 Initiating Holders, the Company shall give written notice of such request to all of the other Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) at least twenty ten (2010) days before the anticipated filing date of such Form S-3, which and such notice shall describe the proposed registration and offer such other Designated Holders the opportunity to register the number of Registrable Securities that as each such Designated Holder may request in writing to the Company, given within ten (10) days of the date on which after their receipt from the Company sent of the written notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof; provided that no S-3 Initiating Holder that is a Specified Holder may request that the S-3 Registration be a firm commitment underwritten offering. With respect to each S-3 Registration, the Company shall, subject to Section 5(b), (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Holders (who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein) and (ii) use its commercially reasonable efforts to cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable but in no event earlier than 90 days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto) that had been filed with the Commission but not yet declared effective at the time such registration was requested, subject to obtaining all required approvals from all applicable gaming authorities. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten offering, if such price is below the price which any Designated Holder participating in the S-3 Registration finds acceptable, such Designated Holder shall then have the right, by written notice to the Company, to withdraw its Registrable Securities from being included in such offering; provided, that such a withdrawal by any one of the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Initiating Holders and Designated Holders participating in such S-3 Registrationpracticable.

Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a public offering of its securities, in the event that If the Company shall receive from the Stockholder (x) any Adelson Holder or Xxxxxxx Holders or (y) any Specified Holder or Specified Holders (collectively, the “S-3 Initiating HoldersHolder”) ), a written request that the Company register register, under the Securities Act on Form S-3 (or any successor form then in effect) (an ”“S-3 Registration”) ), all or a portion of the Registrable Securities owned by such S-3 Initiating HoldersHolder, the Company shall give written notice of such request to all of the other Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)Holder) at least twenty ten (2010) days before the anticipated filing date of such Form S-3, which and such notice shall describe the proposed registration and offer such other Designated Holders the opportunity to register the number of Registrable Securities that as each such Designated Holder may request in writing to the Company, given within ten (10) days of the date on which after their receipt from the Company sent of the written notice of such registration. Each request for an S-3 Registration If requested by the S-3 Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof; provided that no S-3 Initiating Holder that is a Specified Holder may request that the such S-3 Registration shall be for an offering on a firm commitment underwritten offeringcontinuous basis pursuant to Rule 415 under the Securities Act. With respect to each S-3 Registration, the Company shall, subject to Section 5(b3B(b), (i) include in such offering the Registrable Securities of the S-3 Initiating Holders Holder and (ii) use its reasonable best efforts to (x) file with the Commission a Registration Statement relating to such S-3 Registration as soon as reasonably practical after it receives a request therefore, but in any event not later than thirty (30) days after it receives a request therefor, (y) cause such registration pursuant to this Section 3B(a) to become and remain effective as soon as practicable after it receives a request under Section 3B(a) hereof, and (z) include in such offering the Registrable Securities of the Designated Holders (other than S-3 Initiating Holder) who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders Holder included therein) and (ii) use its commercially reasonable efforts to cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable but in no event earlier than 90 days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto) that had been filed with the Commission but not yet declared effective at the time such registration was requested, subject to obtaining all required approvals from all applicable gaming authorities. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten offering, if such price is below the price which any Designated Holder participating in the S-3 Registration finds acceptable, such Designated Holder shall then have the right, by written notice to the Company, to withdraw its Registrable Securities from being included in such offering; provided, that such a withdrawal by any one of the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Initiating Holders and Designated Holders participating in such S-3 Registration.

Request for a Form S-3 Registration. Upon At any time 180 days after the Initial Public Offering (if the Company becoming is eligible for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a public offering of its securities), in the event that the Company shall receive from General Atlantic Stockholders as a group, acting through GAP LP or its written designee (x) any Adelson Holder or Xxxxxxx Holders or (y) any Specified Holder or Specified Holders (collectively, the “S-3 Initiating Holders”) ), may make a written request that to the Company register to register, and the Company shall register, under the Securities Act on Form S-3 (or any successor form then in effect) (an ”“S-3 Registration”) all or a portion ), the number of the Registrable Securities owned held by such S-3 Initiating HoldersHolders stated in such request, which number shall be subject for any such S-3 Registration to the holdback agreements set forth in Section 6 below. The Company shall give written notice of such request to all of the other Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) at least twenty ten (2010) days before the anticipated filing date of such Form S-3, which and such notice shall describe the proposed registration and offer such other Designated Holders the opportunity to register the number of Registrable Securities that as each such Designated Holder may request in writing to the Company, given within ten (10) days of the date on which after their receipt from the Company sent of the written notice of such registrationS-3 Registration. Each request for an S-3 Registration If requested by the S-3 Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof; provided that no S-3 Initiating Holder that is a Specified Holder may request that the such S-3 Registration shall be for an offering on a firm commitment underwritten offeringcontinuous basis pursuant to Rule 415 under the Securities Act. With respect to each S-3 Registration, the Company shall, subject to Section 5(b), (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and (ii) use its commercially reasonable efforts to (x) cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable, but in any event not later than forty-five (45) days after it receives a request therefor and (y) include in such offering the Registrable Securities of the Designated Holders (in addition to the Registrable Securities of the S-3 Initiating Holders who have requested an S-3 Registration under this Section 5(a)) who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein) and (ii) use its commercially reasonable efforts to cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable but in no event earlier than 90 days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto) that had been filed with the Commission but not yet declared effective at the time such registration was requested, subject to obtaining all required approvals from all applicable gaming authorities. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten offering, if such price is below the price which any Designated Holder participating in the S-3 Registration finds acceptable, such Designated Holder shall then have the right, by written notice to the Company, to withdraw its Registrable Securities from being included in such offering; provided, that such a withdrawal by any one of the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Initiating Holders and Designated Holders participating in such S-3 Registration.

Request for a Form S-3 Registration. Upon After the Restricted Period, so long as the Company becoming is eligible for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a public offering of its securities, in the event that the Company shall receive from one or more of the Atairos Stockholders (x) any Adelson Holder or Xxxxxxx Holders or (y) any Specified Holder or Specified Holders (collectively, the “S-3 Initiating Holders”) ), a written request that the Company register register, under the Securities Act on Form S-3 (or any successor form then in effect) (an ”“S-3 Registration”) ), all or a portion of the Registrable Securities owned by such S-3 Initiating HoldersHolders and provided that any transfer pursuant to such registration is permitted by Article 2 of the Stockholder Agreement, the Company shall give written notice of such request to all of the other Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section ‎Section 5(a)) at least twenty (20) 10 days before the anticipated filing date of such Form S-3, which and such notice shall describe the proposed registration and offer such other Designated Holders the opportunity to register the number of Registrable Securities that as each such Designated Holder may request in writing to the Company, given within ten (10) 5 days of the date on which after their receipt from the Company sent of the written notice of such registration. Each request for an S-3 Registration If requested by the S-3 Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof; provided that no S-3 Initiating Holder that is a Specified Holder may request that the Holders, such S-3 Registration shall be for an offering on a firm commitment underwritten offeringcontinuous basis pursuant to Rule 415 under the Securities Act. With respect to each S-3 Registration, the Company shall, subject to Section ‎Section 5(b), (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and (ii) use its reasonable best efforts to (x) cause such registration pursuant to this ‎Section 5(a) to become and remain effective as soon as practicable, but in any event not later than 45 days after it receives a request therefor and (y) include in such offering the Registrable Securities of the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this ‎Section 5(a)) who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein) and (ii) use its commercially reasonable efforts to cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable but in no event earlier than 90 days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto) that had been filed with the Commission but not yet declared effective at the time such registration was requested, subject to obtaining all required approvals from all applicable gaming authorities. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten offering, if such price is below the price which any Designated Holder participating in the S-3 Registration finds acceptable, such Designated Holder shall then have the right, by written notice to the Company, to withdraw its Registrable Securities from being included in such offering; provided, that such a withdrawal by any one of the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Initiating Holders and Designated Holders participating in such S-3 Registration.

Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a public offering of its securities, in the event that the Company shall receive from Investor Stockholders holding 25% of the Registrable Securities then held by all of the Investor Stockholders (x) any Adelson Holder or Xxxxxxx Holders or (y) any Specified Holder or Specified Holders (collectively, the “S-3 Initiating Holders”) and proposing to sell their Registrable Securities at an aggregate price (calculated based upon the Market Price of the Registrable Securities on the date of the delivery of their request for demand registration) to the public of not less than $2,000,000, a written request that the Company register register, under the Securities Act on Form S-3 (or any successor form then in effect) (an ”“S-3 Registration”) ), all or a portion of the Registrable Securities owned by such S-3 Initiating Holders, the Company shall give written notice of such request to all of the other Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)5.1) at least twenty ten (2010) days before the anticipated filing date of such Form S-3, which and such notice shall describe the proposed registration and offer such other Designated Holders the opportunity to register the number of Registrable Securities that as each such Designated Holder may request in writing to the Company, given within ten (10) days of the date on which after their receipt from the Company sent of the written notice of such registration; provided, however, that the Company shall not be required to effect more than two S-3 Registrations in any twelve (12) month period. Each request for an S-3 Registration If requested by the S-3 Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof; provided that no S-3 Initiating Holder that is a Specified Holder may request that the such S-3 Registration shall be for an offering on a firm commitment underwritten offeringcontinuous basis pursuant to Rule 415 under the Securities Act. With respect to each S-3 Registration, the Company shall, subject to Section 5(b)5.2, (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and (ii) use its reasonable best efforts to (x) cause such registration pursuant to this Section 5.1 to become and remain effective within forty-five (45) days after it receives a request therefor; provided, however, that if during the ten (10) day period prior to the expiration of such forty-five (45) day period the Company receives comments from the Commission on the filed Form S-3 or any other registration statements under the Securities Act or reports under the Exchange Act it has filed with the Commission, then the forty-five (45) day period in this clause (x) is extended to fifty-five (55) days, and (y) include in such offering the Registrable Securities of the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5.1) who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein) and (ii) use its commercially reasonable efforts to cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable but in no event earlier than 90 days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto) that had been filed with the Commission but not yet declared effective at the time such registration was requested, subject to obtaining all required approvals from all applicable gaming authorities. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten offering, if such price is below the price which any Designated Holder participating in the S-3 Registration finds acceptable, such Designated Holder shall then have the right, by written notice to the Company, to withdraw its Registrable Securities from being included in such offering; provided, that such a withdrawal by any one of the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Initiating Holders and Designated Holders participating in such S-3 Registration.

Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 (or any successor form thereto) under the Securities Act in connection with a public offering of its securities, in the event that the Company shall receive from (x) any Adelson Holder or Xxxxxxx Investor Holders or (y) any Specified Holder or Specified holding 25% of the Registrable Securities then held by all of the Investor Holders (collectively, the “S-3 Initiating Holders”) ), a written request that the Company register register, under the Securities Act on Form S-3 (or any successor form then in effect) (an ”“S-3 Registration”) ), all or a portion of the Registrable Securities owned by such S-3 Initiating Holders, the Company shall give written notice of such request to all of the other Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)4.1) at least twenty ten (2010) days before the anticipated filing date of such Form S-3, which and such notice shall describe the proposed registration and offer such other Designated Holders the opportunity to register the number of Registrable Securities that as each such Designated Holder may request in writing to the Company, given within ten (10) days of the date on which after their receipt from the Company sent of the written notice of such registration. Each request for an S-3 Registration If requested by the S-3 Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof; provided that no S-3 Initiating Holder that is a Specified Holder may request that the such S-3 Registration shall be for an offering on a firm commitment underwritten offeringcontinuous basis pursuant to Rule 415 under the Securities Act. With respect to each S-3 Registration, the Company shall, shall subject to Section 5(b), 4.2 (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and (ii) use its reasonable best efforts to (x) cause such registration pursuant to this Section 4.1 to become and remain effective as soon as practicable, but in any event not later than forty-five (45) days after it receives a request therefor and (y) include in such offering the Registrable Securities of the Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 4.1) who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein) and (ii) use its commercially reasonable efforts to cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable but in no event earlier than 90 days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto) that had been filed with the Commission but not yet declared effective at the time such registration was requested, subject to obtaining all required approvals from all applicable gaming authorities. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten offering, if such price is below the price which any Designated Holder participating in the S-3 Registration finds acceptable, such Designated Holder shall then have the right, by written notice to the Company, to withdraw its Registrable Securities from being included in such offering; provided, that such a withdrawal by any one of the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Initiating Holders and Designated Holders participating in such S-3 Registration.

Request for a Form S-3 Registration. Upon the Company becoming eligible for use of Form S-3 (or any successor form thereto) thereto under the Securities Act in connection with a secondary public offering of its equity securities, in the event that the Company shall receive from (x) any Adelson Holder or Xxxxxxx Holders or (y) any Specified Holder or Specified Holders the Majority Designated Stockholders (collectively, the “S-3 Initiating Holders”) a written request that the Company register under the Securities Act on Form S-3 (or any successor form then in effect) effect (an ”S-3 Registration”) the sale of all or a portion of the Registrable Securities owned by such S-3 Initiating HoldersHolders (which S-3 Registration may be a shelf registration pursuant to Rule 415 promulgated under the Securities Act (or any successor rule or regulation)), the Company shall give written notice of such request to all of the other Designated Holders Stockholders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)) at least twenty as promptly as practicable but in no event later than ten (2010) days before the anticipated filing date of such Form S-3, which notice shall describe the proposed registration registration, the intended method of disposition of such Registrable Securities and any other information that at the time would be appropriate to include in such notice, and offer such other Designated Holders Stockholders the opportunity to register the number of Registrable Securities that as each such Designated Holder Stockholder may request in writing to the Company, given within ten (10) days of the date on which the Company sent the written notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof; provided that no S-3 Initiating Holder that is a Specified Holder may request that the S-3 Registration be a firm commitment underwritten offering. With respect to each S-3 Registration, the Company shall, subject to Section 5(b), (i) include in such offering the Registrable Securities of the S-3 Initiating Holders and the Designated Holders (Stockholders who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included thereintherein (collectively, the “S-3 Participating Stockholders”) and (ii) use its commercially reasonable efforts to cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable but in no event earlier than 90 days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto) that had been filed with the Commission but not yet declared effective at the time such registration was requested, subject to obtaining all required approvals from all applicable gaming authorities. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten offering, if such price is below the price which any Designated Holder participating in the Participating S-3 Registration Stockholder finds acceptable, such Designated Holder Participating S-3 Stockholder shall then have the right, by written notice to the Company, to withdraw its Registrable Securities from being included in such offering; provided, that such a withdrawal by any one of the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other Participating S-3 Stockholders. If the S-3 Initiating Holders request, and Designated Holders participating in if the Company is a Well-Known Seasoned Issuer, the Company shall cause such S-3 RegistrationRegistration to be made pursuant to an Automatic Shelf Registration Statement and may omit the names of the Participating S-3 Stockholders and the amount of the Registrable Securities to be offered thereunder.

Request for a Form S-3 Registration. Upon At any time after the Company becoming eligible for use date hereof, if the Existing Shelf Registration or the 2004 Shelf Registration is not effective (each, a “Non-Effective Registration Statement”), Designated Holders who propose to sell their Registrable Securities entitled to be covered by a Non-Effective Registration Statement to the public at an aggregate price of Form S-3 at least $1,000,000 (or any successor form thereto) under the Securities Act in connection with a public offering of its securities, in the event that the Company shall receive from (x) any Adelson Holder or Xxxxxxx Holders or (y) any Specified Holder or Specified Holders (collectively, the “S-3 Initiating Holders”) ), shall have the right to make a written request that the Company register register, under the Securities Act on Form S-3 (or any successor form then in effect) (an ”“S-3 Registration”) ), all or a portion of the Registrable Securities owned by such S-3 Initiating Holders, the Holders and entitled to be covered by such Non-Effective Registration Statement. The Company shall give written notice of such request to all of the other Designated Holders (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5(a)5.1) at least twenty ten (2010) days before the anticipated filing date of such Form S-3, which and such notice shall describe the proposed registration and offer such other Designated Holders the opportunity to register the number of Registrable Securities that entitled to be covered by such Non-Effective Registration Statement as each such Designated Holder may request in writing to the Company, given within ten seven (107) days of the date on which after their receipt from the Company sent of the written notice of such registration. Each request for an S-3 Registration by the S-3 Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof; provided that no S-3 Initiating Holder that is a Specified Holder may request that the S-3 Registration be a firm commitment underwritten offering. With respect to each S-3 Registration, the Company shall, subject to Section 5(b), 5.2 (i) include in such offering the Registrable Securities of the S-3 Initiating Holders entitled to be covered by such Non-Effective Registration Statement and (ii) use its reasonable best efforts to (x) cause such registration pursuant to this Section 5.1 to become and remain effective as soon as practicable and (y) include in such offering the Registrable Securities of the Designated Holders entitled to be covered by such Non-Effective Registration Statement (other than S-3 Initiating Holders which have requested an S-3 Registration under this Section 5.1) who have requested in writing to participate in such registration on the same terms and conditions as the Registrable Securities of the S-3 Initiating Holders included therein) and (ii) use its commercially reasonable efforts to cause such registration pursuant to this Section 5(a) to become and remain effective as soon as practicable but in no event earlier than 90 days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto) that had been filed with the Commission but not yet declared effective at the time such registration was requested, subject to obtaining all required approvals from all applicable gaming authorities. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in a S-3 Registration that is a firm commitment underwritten offering, if such price is below the price which any Designated Holder participating in the S-3 Registration finds acceptable, such Designated Holder shall then have the right, by written notice to the Company, to withdraw its Registrable Securities from being included in such offering; provided, that such a withdrawal by any one of the S-3 Initiating Holders shall constitute and effect an automatic withdrawal by all other S-3 Initiating Holders and Designated Holders participating in such S-3 Registration.