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

Request for Registration on Form S-3. (i) Subject to the terms of this Agreement, in the event that the Company receives from one or more Holders of Registrable Securities, a written request that the Company effect any Registration on Form S-3 (or any successor form to Form S-3 regardless of its designation), including a Registration covering the sale or distribution of Registrable Securities from time to time by the Holders on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”), at a time when the Company is eligible to Register securities on Form S-3 (or any successor form to Form S-3 regardless of its designation), the Company will promptly, and in any event within ten (10) days, give written notice of the proposed Registration to all the Holders and will as soon as practicable, and in any event within thirty (30) days, file the Registration Statement and use its best efforts to effect Registration of the Registrable Securities specified in such request, together with all or such portion of the Registrable Securities of any Holder joining in such request as are specified in a written request delivered to the Company within twenty (20) days after written notice from the Company of the proposed Registration. There shall be no limit to the number of occasions on which the Company shall be obligated to effect Registration under this Section 3.1(c), but the Company shall not be required to effect more than two (2) such Registrations hereunder in any twelve (12)-month period. (ii) In the event that a Shelf Registration Statement is effective, any Holder covered by such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Company shall pay all Registration Expenses in connection therewith; provided, that such offering of Shelf Registrable Securities would have an anticipated offering price of at least One Million Dollars ($1,000,000) in the good faith discretion of the Holders. A Holder shall make such election by delivering to the Company a written notice (a “Shelf Offering Notice”) with respect to such offering specifying the number of Shelf Registrable Securities that the holders desire to sell pursuant to such offering (the “Shelf Offering”). As promptly as practicable, but no later than two business days after receipt of a Shelf Offering Notice, the Company shall give written notice of such Shelf Offering Notice to all other holders of Shelf Registrable Securities. The Company, subject to Sections 3.1(e)(iv), shall include in such Shelf Offering the Shelf Registrable Securities of any other holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such holder) within seven days after the receipt of the Shelf Offering Notice. The Company shall, as expeditiously as possible (and in any event within twenty (20) days after the receipt of a Shelf Offering Notice) use its reasonable best efforts to facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the Shelf Offering Notice and shall not disclose or use the information contained in the Company’s notice regarding the Shelf Offering Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. (iii) Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement), the Company and the other Holders will reasonably cooperate to effect the block trade as soon as practicable and in accordance with market customs.

Request for Registration on Form S-3. (i) Subject to the terms of this Agreement, in the event that the Company receives from one or more Holders of Registrable Securities, a written request that the Company effect if at any Registration on Form S-3 (or any successor form to Form S-3 regardless of its designation), including a Registration covering the sale or distribution of Registrable Securities from time to time by the Holders on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”), at a time when the Company is eligible to Register securities use Form S-3, the Company receives a written request from the Initiating Holders that the Company file a Registration Statement on Form S-3 of at least 25% of the then outstanding Registrable Securities having an anticipated aggregate offering price to the public, net of Selling Expenses, of at least $5 million (or any successor form to Form S-3 regardless of its designationsuch registration statement, a “Resale Registration Statement”), the Company will promptly, and in any event within ten shall (10i) days, promptly give written notice of the proposed Registration to all the other Holders and will (ii) as soon as practicable, and in any event within thirty (30) days, file the Registration Statement and use its best all reasonable efforts to effect Registration on Form S-3 of the Registrable Securities specified in such request, together with all or such portion of the any Registrable Securities of any Holder joining in such request as are specified in a written request delivered to the Company given within twenty (20) 20 days after written notice from the Company of (collectively, the proposed Registration“Resale Holders”). There shall be no limit to the number of occasions on which the Company shall be obligated to effect Registration under this Section 3.1(c), but the Company shall not be required to effect more than two (2) such Registrations hereunder in any twelve (12)-month period. (ii) In the event that a Shelf Registration Statement is effective, any Holder covered by such Shelf Such Resale Registration Statement shall have permit the right Resale Holders to offer and sell, on a delayed or continuous basis pursuant to Rule 415 under the Securities Act, subject to compliance with applicable Commission rules, any or all of the Registrable Securities included in the Resale Registration Statement. If the Company is permitted by applicable law, rule or regulation to add Holders to the Resale Registration Statement without filing a post-effective amendment, a Holder may request the inclusion of an amount of such Holder’s Registrable Securities in the Resale Registration Statement at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as after the Shelf filing of the Resale Registration Statement remains in effectStatement, and the Company shall pay all Registration Expenses in connection therewith; provided, that add such offering of Shelf Registrable Securities would have an anticipated offering price of at least One Million Dollars ($1,000,000) in to the good faith discretion of the Holders. A Resale Registration Statement as promptly as reasonably practicable, and such Holder shall make such election by delivering to the Company be deemed a written notice (a “Shelf Offering Notice”) with respect to such offering specifying the number of Shelf Registrable Securities that the holders desire to sell pursuant to such offering (the “Shelf Offering”). As promptly as practicable, but no later than two business days after receipt of a Shelf Offering Notice, the Company shall give written notice of such Shelf Offering Notice to all other holders of Shelf Registrable Securities. The Company, subject to Sections 3.1(e)(iv), shall include in such Shelf Offering the Shelf Registrable Securities of any other holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such holder) within seven days after the receipt of the Shelf Offering NoticeResale Holder. The Company shall, as expeditiously as possible (and in any event within twenty (20) days after the receipt of a Shelf Offering Notice) use its reasonable best efforts to facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the Shelf Offering Notice and shall not disclose be obligated to effect, or use the information contained in the Company’s notice regarding the Shelf Offering Notice without the prior written consent of take any action to effect, any Registration pursuant to this Section 6.2 if the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. (iii) Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf has effected one Resale Registration Statement (either through filing an automatic Shelf pursuant to this Section 6.2 and such Registration Statement or through a take-down from an already existing Shelf Registration Statement), the Company and the other Holders will reasonably cooperate to effect the block trade as soon as practicable and in accordance with market customshas been declared effective.

Request for Registration on Form S-3. (ia) Subject to If a Holder or Holders (not including any Managers) of at least 20% of the terms outstanding shares of this Agreement, in the event Registrable Securities requests that the Company receives from one or more Holders file a Registration Statement on Form S-3 for an offering of shares of Registrable Securities, a written request that the Company effect any Registration on Form S-3 (or any successor form anticipated aggregate price to Form S-3 regardless the public of its designation)which, including a Registration covering the sale or distribution net of Registrable Securities from time to time by the Holders on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”)Selling Expenses, at a time when would not be less than $25,000,000, and the Company is eligible a registrant qualified to Register securities on use Form S-3 (or any successor form to Form S-3 regardless of its designation)S-3, the Company will promptly, and in any event within ten shall (10i) days, promptly give written notice of the proposed Registration to all the other Holders and will (ii) as soon as practicable, and in any event within thirty (30) days, file the Registration Statement and use its reasonable best efforts to effect a Registration of the Registrable Securities specified in on such requestform, together with all or such portion of the Registrable Securities of any Holder joining in such request as are specified in a written request delivered to the Company notice given within twenty (20) 20 days after written notice from the Company of the proposed Registration. There shall be no limit to the number of occasions on which the Company shall be obligated to effect Registration under this Section 3.1(c)Company; provided, but however, that the Company shall not be required to effect more than two (2) such Registrations hereunder pursuant to Section 6.2 in any twelve (12)-month 12 month period. All of the provisions of Section 6.5 shall be applicable to each Registration initiated under this Section 6.2. (b) For each $40,000,000 in original issue price of Registrable Securities purchased by a Holder (a “Principal Holder”), such Principal Holder may request that the Company file a Registration Statement on Form S-3 for an offering of shares of Registrable Securities, and provided that the anticipated aggregate price to the public of such shares, net of Selling Expenses, would not be less than $25,000,000 and the Company is a registrant qualified to use Form S-3, the Company shall (i) promptly give notice of the proposed Registration to all other Holders and (ii) In as soon as practicable, use reasonable best efforts to effect a Registration of the event that a Shelf Registration Statement is effectiveRegistrable Securities on such form, together with the Registrable Securities of any Holder covered by joining in such Shelf Registration Statement request as are specified in a notice given within 20 days after notice from the Company; provided, however, that the Company shall not be required to effect more than two Registrations pursuant to Section 6.2 in any 12 month period. A Principal Holder shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offeringdemand one Registration under this Section 6.2(b) for each $40,000,000 in original issue price of Registrable Securities available for sale pursuant purchased by such Holder. All of the provisions of Section 6.5 shall be applicable to such registration statement each Registration initiated under this Section 6.2. (“Shelf Registrable Securities”c) Notwithstanding anything to the contrary in Sections 6.2(a) and 6.2(b), so long the right of Managers to participate in demand registrations shall be limited as the Shelf Registration Statement remains follows: No Manager may sell a number of shares in effect, and the Company shall pay all Registration Expenses in connection therewitha registered offering under Section 6.2(a) or 6.2(b) that exceeds X; provided, that such offering of Shelf Registrable Securities would have an anticipated offering price of at least One Million Dollars ($1,000,000) in the good faith discretion of the Holders. A Holder shall make such election by delivering to the Company a written notice (a “Shelf Offering Notice”) with respect to such offering specifying where X equals the number of Shelf Registrable Securities held by such Manager times the greater of Y or Z; Y equals the number of shares requested to be sold by KKR divided by the total number of shares of Registrable Securities held by KKR; and Z equals the number of shares requested to be sold by all Holders (other than Managers) divided by the total number of shares of Registrable Securities (including for this purpose shares that the holders desire to sell pursuant to such offering would be Registrable Securities but for clause (the “Shelf Offering”v) of Section 1.20) held by all Holders (other than Managers). As promptly This paragraph (c) shall terminate and be of no force and effect from such time, if any, as practicable, but no later than two business days after receipt of a Shelf Offering Notice, the Company shall give written notice of such Shelf Offering Notice KKR ceases to all other holders of Shelf own Convertible Securities or Registrable Securities. The Company, subject to Sections 3.1(e)(iv), shall include in such Shelf Offering the Shelf Registrable Securities of any other holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such holder) within seven days after the receipt of the Shelf Offering Notice. The Company shall, as expeditiously as possible (and in any event within twenty (20) days after the receipt of a Shelf Offering Notice) use its reasonable best efforts to facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the Shelf Offering Notice and shall not disclose or use the information contained in the Company’s notice regarding the Shelf Offering Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. (iii) Notwithstanding the foregoing, if a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement (either through filing an automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement), the Company and the other Holders will reasonably cooperate to effect the block trade as soon as practicable and in accordance with market customs.

Request for Registration on Form S-3. (ia) Subject to the terms of this Agreement, in the event that the Company receives from one If a Holder or more Holders of the outstanding Registrable Securities, a written Securities request that the Company effect any file a Registration Statement on Form S-3 (or any successor form to Form S-3 regardless S-3) for a public offering of its designation), including a Registration covering the sale or distribution shares of Registrable Securities from time to time by the Holders on a delayed or continuous basis pursuant to Rule 415 of the Securities Act (a “Shelf Registration Statement”), at a time when and the Company is eligible a registrant entitled to use Form S-3 to Register securities on Form S-3 (or any successor form to Form S-3 regardless of its designation)the Registrable Securities for such an offering, the Company will promptly, and in any event within ten (10) days, give written notice of the proposed Registration to shall use all the Holders and will as soon as practicable, and in any event within thirty (30) days, file the Registration Statement and use its best reasonable efforts to effect Registration of the cause such Registrable Securities specified to be Registered for the offering on such form and to cause such Registrable Securities to be qualified in such jurisdictions as the Holder or Holders may reasonably request; provided, together with all or such portion of the Registrable Securities of any Holder joining in such request as are specified in a written request delivered to the Company within twenty (20) days after written notice from the Company of the proposed Registration. There shall be no limit to the number of occasions on which the Company shall be obligated to effect Registration under this Section 3.1(c)however, but that the Company shall not be required to effect more than two (2) such Registrations hereunder pursuant to this Section 6.3 in any twelve (12)-month 12) month period. The substantive provisions of Section 6.5 shall be applicable to each Registration initiated under this Section 6.3. (ii) In the event that a Shelf Registration Statement is effective, any Holder covered by such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Company shall pay all Registration Expenses in connection therewith; provided, that such offering of Shelf Registrable Securities would have an anticipated offering price of at least One Million Dollars ($1,000,000) in the good faith discretion of the Holders. A Holder shall make such election by delivering to the Company a written notice (a “Shelf Offering Notice”) with respect to such offering specifying the number of Shelf Registrable Securities that the holders desire to sell pursuant to such offering (the “Shelf Offering”). As promptly as practicable, but no later than two business days after receipt of a Shelf Offering Notice, the Company shall give written notice of such Shelf Offering Notice to all other holders of Shelf Registrable Securities. The Company, subject to Sections 3.1(e)(iv), shall include in such Shelf Offering the Shelf Registrable Securities of any other holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such holder) within seven days after the receipt of the Shelf Offering Notice. The Company shall, as expeditiously as possible (and in any event within twenty (20) days after the receipt of a Shelf Offering Notice) use its reasonable best efforts to facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the Shelf Offering Notice and shall not disclose or use the information contained in the Company’s notice regarding the Shelf Offering Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement. (iiib) Notwithstanding the foregoing, if the Company shall not be obligated to file a Holder wishes to engage in an underwritten block trade off of a Shelf Registration Statement pursuant to this Section 6.3: (either through filing an automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement), i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such Registration, qualification, or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the other Holders will reasonably cooperate Securities Act; (ii) If the Company, within ten (10) days of the receipt of the request of the initiating Holders, gives notice of its bona fide intention to effect the block trade as soon as practicable and filing of a Registration Statement with the Commission within sixty (60) days of receipt of such request (other than with respect to a registration statement relating to a Rule 145 transaction or an offering solely to employees), provided that the Company is actively employing in accordance good faith all reasonable efforts to cause such registration statement to become effective; (iii) within six months immediately following the effective date of any registration statement pertaining to the securities of the Company (other than a registration of securities in a Rule 145 transaction or with market customsrespect to an employee benefit plan); or (iv) if the Company shall furnish to such Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company or its stockholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to file a registration statement shall be deferred for a period not to exceed 120 days from the receipt of the request to file such registration by such Holder provided that the Company shall not exercise the right contained in this paragraph (iv) more than once in any twelve (12) month period.