Common use of Request Clause in Contracts

Request. Subject to Section 2.8 hereof, at any time and from time to time upon the written request of Holders (the "Initiating Holders") of not less than the Required Number of Shares that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holders' Registrable Securities (provided that the Company shall not be obligated to register less than the Required Number of Shares pursuant to such request), the Company will promptly give written notice of such requested registration to all registered Holders, and thereupon the Company will use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the Holders thereof (such Holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 days after the giving of such written notice by the Company, all to the extent required to permit the disposition of the Registrable Securities so to be registered.

Request. Subject to Section 2.8 hereofAt any time, at any time and or from time to time time, upon the written request of Holders one or more holders (the "Initiating Holders") of Registrable Securities representing not less than 10% of the Required Number of Shares Registrable Securities that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part (in an amount representing not less than 10% of the Registrable Securities) of such Initiating Holders' Registrable Securities (provided that the Company shall not be obligated to register less than the Required Number of Shares pursuant to such request)Securities, the Company promptly will promptly give written notice of such requested registration to all registered Holdersholders of Registrable Securities, and thereupon the Company will use its reasonable best efforts to effect effect, at the earliest possible date, the registration under the Securities Act, including by means of a shelf registration on Form S-3 (or any successor form) pursuant to Rule 415 under the Securities Act if so requested in such request (but only if the Company is then eligible to use such a shelf registration and if Form S-3 (or such successor form) is then available to the Company), of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the Holders holders thereof (such Holders holders together with the Initiating Holders hereinafter are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 30 days after the giving of such written notice by the Company, all to the extent required to permit the disposition of the Registrable Securities so to be registered.

Request. Subject to Section 2.8 hereofAt any time, at any time and or from time to time time, upon the ------- written request of Holders one or more holders (the "Initiating Holders") of Registrable Securities representing not less than 50% of the Required Number of Shares Registrable Securities that the Company effect the registration under the Securities Act (and any related qualification under or compliance with blue sky or other than pursuant to a Shelf Registration Statement) state securities laws of all or part of such Initiating Holders' Registrable Securities (provided that the Company shall not be obligated to register less than the Required Number of Shares pursuant to such request)Securities, the Company promptly will promptly give written notice of such requested registration to all registered Holdersholders of Registrable Securities, and thereupon the Company will use its best efforts to effect effect, within 120 days after receiving such request for registration, the registration (including, without limitation, the execution of an undertaking to file post effective amendments and appropriate qualifications under or other compliance with applicable blue sky or other state securities laws) under the Securities Act of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which that the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which that the Company has been requested to register by the Holders holders thereof (such Holders holders together with the Initiating Holders hereinafter are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 30 days after the giving of such written notice by the Company, all to the extent required necessary to permit the disposition of the Registrable Securities so (in accordance with the methods of disposition thereof intended by the Selling Holders) to be registered.

Request. Subject to Section 2.8 hereofthe terms and conditions of this Agreement, at any time and from time to time upon the time, KKR may make a written request of Holders (the "Initiating Holders") of not less than the Required Number of Shares that to the Company effect for the registration with the Commission under the Securities Act of all or part of the Registrable Shares, which request shall specify the number of Registrable Shares to be disposed of by KKR and the proposed plan of distribution therefor (a “Registration Demand”). Upon the receipt of any request for registration made in accordance with the terms of this paragraph, the Company will use its reasonable best efforts to effect, at the earliest practicable date, such registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holders' Registrable Securities (provided that the Company shall not be obligated to register less than the Required Number of Shares pursuant to such request), the Company will promptly give written notice of such requested registration to all registered Holders, and thereupon the Company will use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which Shares that the Company has been requested to register by the Holders thereof register; provided that, (such Holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders"i) by written request given to the Company within 20 shall not be required to effect more than a total of three (3) Registration Demands pursuant to this Section 2.1 and at least a period of 180 days after shall have elapsed since the giving previous Registration Demand and the previous registration in which KKR had an opportunity to participate pursuant to Section 2.2; and (ii) if at the time a demand for registration is made under this Section 2.1(a), the Company is a “well-known seasoned issuer” (as defined in Rule 405 of such written notice by the Securities Act), then the Company, all ’s obligation to the extent required file a registration statement under this Section 2.1 shall be deemed satisfied if there is a Form F-3 or S-3 on file pursuant to permit the disposition which KKR shall be entitled to dispose of the number of Registrable Securities so Shares that it has requested to be registeredregister.

Request. Subject to Section 2.8 hereofAt any time, at any time and from time to time time, upon the written request of Holders one or more holders (the "Initiating HoldersINITIATING HOLDERS") of not less than the Required Number of Shares Registrable Securities that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holders' Registrable Securities (provided that the Company shall not be obligated to register less than the Required Number of Shares pursuant to such request)Securities, the Company will promptly give written notice of such requested registration to all registered Holdersholders of Registrable Securities, and thereupon the Company will use its best efforts to effect effect, at the earliest possible date, the registration under the Securities Act (including if specified in such written request, by means of (i) a continuous offering pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the Commission) either (A) on Form S-3, or any successor form, if the Company is then eligible to use Form S-3 or such successor form or (B) on Form S-1, or any successor form, or (ii) an underwritten offering pursuant to Sections 2.1(e), 2.1(f) and 2.4), of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the Holders holders thereof (such Holders holders together with the Initiating Holders hereinafter are hereinafter referred to as the "Selling HoldersSELLING HOLDERS") by written request given to the Company within 20 30 days after the giving of such written notice by the Company, all to the extent required necessary to permit the disposition of the Registrable Securities and such shares of Company Common Stock and Notes so to be registered.

Request. Subject to the provisions of Section 2.8 hereof2.1(h) below, at any time and or from time to time upon after the written request of date which is 180 days from the date hereof and until the date that is 180 days following the seventh anniversary hereof, the Holders (the "Initiating Holders") of not less than shall have the Required Number of Shares that right to require the Company to effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of the Registrable Securities (having an Aggregate Value of not less than $5,000,000) held by such Initiating Holders' Registrable Securities (provided that , by delivering a written request therefor to the Company specifying the aggregate principal amount and the number of shares of Registrable Securities, as applicable, and the intended method of distribution. The Company shall not be obligated to register less than the Required Number of Shares pursuant to such request), the Company will promptly give written notice of such requested registration to all registered other Holders, if any, and thereupon the Company will shall, as expeditiously as possible, use its best efforts to (A) effect the registration under the Securities Act of: (iincluding by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration) of the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such the Initiating Holders, and (ii) and all other Registrable Securities which the Company has been requested to register by the Holders thereof any other Holder (such Holders together with the Initiating Holders are hereinafter referred to as Holders, the "Selling Holders") by written request given to the Company within 20 10 days after the giving of such written notice by the Company, all to the extent required necessary to permit distribution in accordance with the disposition intended method of distribution set forth in the written request or requests delivered by the Selling Holders, and (B) if requested by the Selling Holders, obtain acceleration of the Registrable Securities so effective date of the registration statement relating to be registeredsuch registration.

Request. Subject to Section 2.8 hereofAt any time, at any time and or from time to time time, upon the written request of Holders one or more holders (the "“Initiating Holders"”) of Registrable Securities representing not less than 10% of the Required Number of Shares Registrable Securities that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part (in an amount representing not less than 10% of the Registrable Securities) of such Initiating Holders' ’ Registrable Securities (provided that the Company shall not be obligated to register less than the Required Number of Shares pursuant to such request)Securities, the Company promptly will promptly give written notice of such requested registration to all registered Holdersholders of Registrable Securities, and thereupon the Company will use its reasonable best efforts to effect effect, at the earliest possible date, the registration under the Securities Act, including by means of a shelf registration on Form S-3 (or any successor form) pursuant to Rule 415 under the Securities Act if so requested in such request (but only if the Company is then eligible to use such a shelf registration and if Form S-3 (or such successor form) is then available to the Company), of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the Holders holders thereof (such Holders holders together with the Initiating Holders hereinafter are hereinafter referred to as the "“Selling Holders"”) by written request given to the Company within 20 30 days after the giving of such written notice by the Company, all to the extent required to permit the disposition of the Registrable Securities so to be registered.

Request. Subject to Section 2.8 2.9 hereof, at any time and from time to time upon the written request of Holders one or more holders (the "Initiating Holders"') of Registrable Securities representing not less than 30% of the Required Number of Shares Registrable Securities that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holders' Registrable Securities (provided that the Company shall not be obligated to register less than the Required Number of Shares pursuant to such request)Securities, the Company will promptly give written notice of such requested registration to all registered Holdersholders of Registrable Securities, and thereupon the Company will use its best efforts to effect the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration, of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the Holders holders thereof by written request given to the Company within 30 days after the giving of such written notice by the Company (such Holders holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 days after the giving of such written notice by the Company), all to the extent required requisite to permit the disposition of the Registrable Securities so to be registered.

Request. Subject to Section 2.8 hereof, If at any time and from the Quad-C Holders who hold in excess of five (5%) percent of the outstanding Common Shares, or if at any time to time upon the written Executive Holders who hold in excess of five (5%) percent of the outstanding Common Shares, request of Holders (the "Initiating Holders") of not less than the Required Number of Shares in writing that the Company effect the registration under the Securities Act (other than pursuant to of a Shelf Registration Statement) specified number of all or part of such Initiating Holders' the Registrable Securities (provided that held by them and specifying the Company shall not be obligated to register less than the Required Number intended method of Shares pursuant to such request)disposition thereof, the Company will promptly give written notice of such requested registration to all registered Holdersholders of Registrable Securities, and thereupon the Company Company, in accordance with the provisions of Section 2(c) hereof, will use its best reasonable efforts to effect the registration under the Securities Act of: (iA) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by for disposition in accordance with the intended method or methods of disposition stated in such Initiating Holdersrequest, and (iiB) all other Registrable Securities which the Company has been requested to register by the Holders holders thereof (such Holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 days after the giving of such written notice by the Company, all to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that the Company shall not be required (i) to effect a registration under this Section 2(a) unless the anticipated gross proceeds of the offering of all Registrable Securities to be included therein is at least $5,000,000, (ii) to effect more than two Long-Form Registrations each at the request of the Quad-C Holders or at the request of the Executive Holders, as the case may be, or (iii) to effect a registration under this Section 2(a) prior to the date that is twelve months after the effective date of the Company's most recent registration statement; provided that the Initial Public Offering shall not be counted as a request for registration pursuant to this Section 2(a)(i) by any Shareholder.

Request. Subject to Section 2.8 hereof5.1(b), at any time and from time after the date hereof, AOL (or any other Holder; provided that no Transferee of AOL or any of its Affiliates or of any Transferee may request a registration pursuant to time upon this Section 5.1 unless the written right to make such a request of Holders was transferred to such Transferee pursuant to Section 9.3) (individually or collectively, as the case may be, the "Initiating HoldersDemand Party") of not less than the Required Number of Shares may request in writing that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of an underwritten offering of all or part of such Initiating Holders' Demand Party's Registrable Securities, specifying the number of Registrable Securities (provided that proposed to be sold. Subject to the other provisions of this Section 5.1, the Company shall not be obligated to register less than the Required Number of Shares pursuant to such request), the Company will promptly give written notice of such requested registration to all registered other Holders, and thereupon the Company will will, as expeditiously as possible, use its best efforts to best effect the registration under the Securities Act of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holders, the Demand Party; and (ii) all other Registrable Securities which the Company has been requested to register by the Holders any other Holder thereof (such Holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 thirty (30) days after the giving of such written notice by the CompanyCompany (which request shall specify the amount of such Registrable Securities), all to the extent required necessary to permit the disposition of the Registrable Securities so to be registered.

Request. Subject to Section 2.8 2.9 hereof, at any time and from time to time upon the written request of Holders one or more holders (the "Initiating Holders") of Registrable Securities representing not less than 50% of the Required Number of Shares Registrable Securities that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holders' Registrable Securities (provided that the Company shall not be obligated to register less than the Required Number of Shares pursuant to such request)Securities, the Company will promptly give written notice of such requested registration to all registered Holdersholders of Registrable Securities, and thereupon the Company will use its best efforts to effect the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request and if the Company is then eligible to use such a registration, of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holders, and (and ii) all other Registrable Securities which the Company has been requested to register by the Holders holders thereof (such Holders holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 30 days after the giving of such written notice by the Company, all to the extent required requisite to permit the disposition of the Registrable Securities so to be registered.

Request. Subject to Section 2.8 hereofFollowing the completion of the audit of the Company's financial statements for the year ended December 31, at any time and from time to time 2003, upon the written request of Holders (the "one or more Initiating Holders") of not less than the Required Number of Shares , requesting that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holders' Registrable Securities (provided that and specifying the Company shall not be obligated to register less than the Required Number intended method of Shares pursuant to such request)disposition thereof, the Company will promptly give written notice of such requested registration to all registered Holdersholders of Registrable Securities, and thereupon the Company will use its best efforts to effect the registration under the Securities Act ofof the following: (ia) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register be registered by such Initiating Holders, andHolders for disposition in accordance with the intended method of disposition stated in such request; (iib) all other Registrable Securities the holders of which the Company has been requested to register by the Holders thereof (such Holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by shall have made a written request given to the Company for registration thereof within 20 30 days after the giving of such written notice by the Company, Company (which request shall specify the intended method of disposition of such Registrable Securities); and (c) all Units which the Company may elect to register in connection with the offering of Registrable Securities pursuant to this Article II; all to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional Units, if any, so to be registered; provided, that, the provisions of this Article II shall not require the Company to effect more than three registrations of Registrable Securities.

Request. Subject to Section 2.8 hereof, at At any time and from time after the Company qualifies to time utilize a Registration Statement on Form S-3 to register its shares of Class A Common Stock, upon the written request of Holders (the "Initiating Holders") of not less than the Required Number of Shares Stockholder that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holders' the Stockholder's Registrable Securities (provided that the Company shall not be obligated to register less than the Required Number of Shares pursuant to such request)Securities, the Company promptly will promptly give written notice of such requested registration (the "Registration Notice") to all registered Holdersthe Principal Stockholders, and thereupon the Company will use its best efforts to effect effect, at the earliest possible date, the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act of: if so requested in such request (but only if the Company is then eligible to use such a shelf registration), of (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holdersthe Stockholder, and and (ii) all other Registrable Securities which the Company has been requested to register by the Holders Principal Stockholders thereof (such Holders holders together with the Initiating Holders Stockholder hereinafter are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 10 days after the giving of such written notice the Registration Notice by the Company, all to the extent required requisite to permit the disposition of the Registrable Securities so to be registered.

Request. Subject to Section 2.8 2.7 hereof, at any time and from time ------- to time after August 28, 1998, upon the written request of Holders holders (the "Initiating Holders") of Registrable Securities representing not less than 25% of the Required Number number of Shares shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants (excluding Contingent Warrants not then exercisable or which have expired) that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holders' Registrable Securities (Securities, provided that in no event shall the Company shall not be obligated to register less than the Required Number shares of Shares Common Stock pursuant to such request)request having a Current Market Value on the date of such request less than $5 million, the Company will promptly promptly, and in any event within ten days, give written notice of such requested registration to all registered Holdersholders of Registrable Securities, and thereupon the Company will use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the Holders holders thereof (such Holders holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 ten days after the giving of such written notice by the Company, all to the extent required requisite to permit the disposition of the Registrable Securities so to be registered.

Request. Subject to Section 2.8 hereof, at any time and from time to time upon Upon the written request of Holders the holder or holders of Registrable Securities holding at least 25% of the Registrable Securities (the "Initiating Requesting Holders") ), specifying the intended method of not less than the Required Number disposition of Shares that such Registrable Securities, the Company shall effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part the portion of such Initiating Holdersholders' Registrable Securities (provided that specified in such request for disposition in accordance with the intended method of disposition as specified in such request. The Company shall not be obligated to register less than the Required Number of Shares pursuant to such request), the Company will promptly give written notice of such any requested registration to all registered Holders, the other holders of Registrable Securities and thereupon the Company will shall use its reasonable best efforts to effect effect, as expeditiously as possible, the registration under the Securities Act of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which that the Company has been so requested to register by such Initiating Holders, Requesting Holder; and (ii) all such Registerable Securities owned by other Registrable Securities which the Company has been requested to register by the Holders thereof (holders that such Holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by written holders request given to the Company in writing, within 20 15 days after the giving receipt of such written notice by from the Company, to be registered, all to the extent required requisite to permit the disposition of the Registrable Securities and such other securities so to be registered. Whenever the Company shall effect a registration pursuant to this Section 2.1(a), no securities other than Registrable Securities shall be included among the securities covered by such registration unless the holders of not less than 50% of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities.

Request. Subject to Section 2.8 hereofAt any time, at any time and or from time to time upon the written request of Holders following July 7, 2000, one or more holders (the "Initiating Holders") of not less than 33% or more of the Required Number of Shares that Purchased Shares, may, upon written request, require the Company to effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of any Registrable Securities held by such Initiating Holders' Registrable Securities (provided that the . The Company shall not be obligated to register less than the Required Number of Shares pursuant to such request), the Company promptly will promptly give written notice of such requested registration to all registered Holders, and thereupon the other holders of Registrable Securities who may join in such registration. The Company will use its best efforts to effect effect, at the earliest possible date, the registration under the Securities Act, including by means of an "evergreen" shelf registration on Form S-3 (or any successor form) pursuant to Rule 415 under the Securities Act if so requested in such request (but only if the Company is then eligible to use such a shelf registration and if Form S-3 (or such successor form) is then available to the Company), of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which that the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which that the Company has been requested to register by the Holders holders thereof (such Holders holders together with the Initiating Holders hereinafter are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 30 days after the giving of such written notice by the CompanyCompany of such registration, all to the extent required requisite to permit the disposition of the Registrable Securities so to be registered.

Request. Subject The Majority Holders shall have the right to Section 2.8 hereof, at any time and from time to time upon the written request of Holders (the "Initiating Holders") of not less than the Required Number of Shares in writing that the Company effect the one registration under the Securities Act of 1933, as amended (other than pursuant to a Shelf Registration Statementthe "SECURITIES ACT") of all or part of such Initiating Holders' Registrable Securities (provided that the Company shall not be obligated to register less than the Required Number of Shares pursuant to this SECTION 2. 1. Within ten days after receipt of any such request), the Company will promptly give written notice of such requested registration to all registered Holdersother Holders of Registrable Securities, and thereupon which Holders shall be entitled to include their Registrable Securities in such registration subject to SECTION 2.1(F). Thereupon the Company will use its best efforts to effect effect, as expeditiously as possible, the registration registrations under the Securities Act of:on the form requested by the Holders of Registrable Securities requesting registration of the following securities, subject to SECTIONS 2.1(F): Registration Rights Agreement (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating the Majority Holders, ; and (ii) all other Registrable Securities which the Company has been requested to register by the Holders thereof (such Holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 thirty (30) days after the giving of such written notice by the Company, all to Company (which request shall specify the extent required to permit the intended method of disposition of such Registrable Securities). The Holders of a majority of the Registrable Securities so requesting a registration under this ARTICLE II may, at any time prior to be registeredthe effective date of the registration statement relating to such registration, revoke, without liability, such request by providing written notice to the Company. The Company will pay all Registration Expenses in connection with any registration pursuant to this SECTION 2.1.

Request. Subject to Section 2.8 hereofAt any time, at any time and from time to time time, upon the written request of Holders one or more holders (the "Initiating HoldersINITIATING HOLDERS") of not less than the Required Number of Shares Registrable Securities that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holders' Registrable Securities (provided that the Company shall not be obligated to register less than the Required Number of Shares pursuant to such request)Securities, the Company will promptly give written notice of such requested registration to all registered Holdersholders of Registrable Securities, and thereupon the Company will use its best efforts to effect effect, at the earliest possible date, the registration under the Securities Act (including if specified in such written request, by means of (i) a continuous offering pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the Commission) either (A) on Form S-3, or any successor form, if the Company is then eligible to use Form S-3 or such successor form or (B) on Form S-1, or any successor form, or (ii) an underwritten offering pursuant to Sections 2.1(e), 2.1(f) and 2.4) hereof, of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the Holders holders thereof (such Holders holders together with the Initiating Holders hereinafter are hereinafter referred to as the "Selling HoldersSELLING HOLDERS") by written request given to the Company within 20 30 days after the giving of such written notice by the Company, all to the extent required necessary to permit the disposition of the Registrable Securities and such shares of Common Stock so to be registered.

Request. Subject to Section 2.8 2.6 hereof, at any time and from time to time time, upon the written request of Holders holders (the "Initiating Holders") of Registrable Securities representing not less than 25% of the Required Number of Shares Investor Registrable Securities that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holders' Registrable Securities ("Demand Registration"); provided that in no event shall the Company shall not be obligated to register less than the Required Number shares of Shares Common Stock pursuant to such request)request having a Current Market Value on the date of such request less than $5,000,000, the Company will promptly promptly, and in any event within ten days, give written notice of such requested registration to all registered Holdersholders of Registrable Securities, and thereupon the Company will use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the Holders holders thereof (such Holders holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 ten days after the giving of such written notice by the Company, all to the extent required requisite to permit the disposition of the Registrable Securities so to be registered.

Request. Subject to Section 2.8 hereof5.1(b), at any time and from time after the date ------- hereof, AOL (or any other Holder; provided that no Transferee of AOL or any of -------- its Affiliates or of any Transferee may request a registration pursuant to time upon this Section 5.1 unless the written right to make such a request of Holders was transferred to such Transferee pursuant to Section 9.3) (individually or collectively, as the case may be, the "Initiating HoldersDemand Party") of not less than the Required Number of Shares may request in writing that the Company effect the ------------ registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of an underwritten offering of all or part of such Initiating Holders' Demand Party's Registrable Securities, specifying the number of Registrable Securities (provided that proposed to be sold. Subject to the other provisions of this Section 5.1, the Company shall not be obligated to register less than the Required Number of Shares pursuant to such request), the Company will promptly give written notice of such requested registration to all registered other Holders, and thereupon the Company will will, as expeditiously as possible, use its best efforts to best effect the registration under the Securities Act of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holders, the Demand Party; and (ii) all other Registrable Securities which the Company has been requested to register by the Holders any other Holder thereof (such Holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 thirty (30) days after the giving of such written notice by the CompanyCompany (which request shall specify the amount of such Registrable Securities), all to the extent required necessary to permit the disposition of the Registrable Securities so to be registered.

Request. Subject to Section 2.8 hereof, at At any time and from time after the Company qualifies to time utilize a Registration Statement on Form S-3 to register its shares of Class A Common Stock, upon the written request of Holders (the "Initiating Holders") of not less than the Required Number of Shares Stockholders that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holdersthe Stockholders' Registrable Securities (provided that the Company shall not be obligated to register less than the Required Number of Shares pursuant to such request)Securities, the Company promptly will promptly give written notice of such requested registration (the "Registration Notice") to all registered Holdersthe Executive, and thereupon the Company will use its best efforts to effect effect, at the earliest possible date, the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act of: if so requested in such request (but only if the Company is then eligible to use such a shelf registration), of (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holdersthe Stockholders, and and (ii) all other Registrable Securities which the Company has been requested to register by the Holders Executive thereof (such Holders holder together with the Initiating Holders Stockholders hereinafter are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 10 days after the giving of such written notice the Registration Notice by the Company, all to the extent required requisite to permit the disposition of the Registrable Securities so to be registered.

Request. Subject to Section 2.8 hereofAt any time, at any time and or from time to time time, upon the written request of Holders one or more holders (the "Initiating Holders") of Registerable Securities representing not less than 50% of the Required Number of Shares Registrable Securities that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holders' Registrable Securities (provided that the Company shall not be obligated to register less than the Required Number of Shares pursuant to such request)Securities, the Company promptly will promptly give written notice of such requested registration to all registered Holdersholders of Registrable Securities, and thereupon the Company will use its best efforts to effect effect, at the earliest possible date, the registration under the Securities Act, including by means of a shelf registration on Form S-3 (or any successor form) pursuant to Rule 415 under the Securities Act if so requested in such request (but only if the Company is then eligible to use such a shelf registration and if Form S-3 (or such successor form) is then available to the Company, the Company hereby agreeing to use its best efforts to become and remain eligible to use Form S-3 (or such successor form)) or any other form of registration statement pursuant to such Rule, of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which that the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which that the Company has been requested to register by the Holders holders thereof (such Holders holders together with the Initiating Holders hereinafter are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 30 days after the giving of such written notice by the Company, all to the extent required requisite to permit the disposition of the Registrable Securities (in accordance with the methods of disposition thereof intended by the Selling Holders) so to be registered.

Request. Subject to Section 2.8 hereof, at any time and from time to time upon the written request of Holders holders of Registrable Securities (the "Initiating Holders") of representing not less than the Required Number of Shares that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holders' Registrable Securities (provided that in no event shall the Company shall not be obligated to register less than the Required Number of Shares pursuant to such request), the Company will promptly give written notice of such requested registration to all registered Holdersholders of Registrable Securities, and thereupon the Company will use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the Holders holders thereof (such Holders holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 days after the giving of such written notice by the Company, all to the extent required requisite to permit the disposition of the Registrable Securities so to be registered.

Request. Subject to the ------------------------- ------- provisions of this Agreement (including Section 2.8 4.11 hereof), at any time and from time to time upon the written request of Holders (the "Initiating Holders") of not less than the Required Number of Shares Holder requesting that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holders' Registrable Securities (provided that as hereinafter defined), which request shall specify in reasonable detail the number of Registrable Securities to be registered and the intended method of distribution thereof, the Company shall not be obligated to register less than the Required Number of Shares pursuant to such request), the Company will promptly give written notice of such requested registration to all registered Holders, and thereupon the Company will use its best efforts to effect the registration register under the Securities Act of: (i) a "Demand Registration"), including by means of a shelf registration pursuant to Rule 415 under the Registrable Securities (representing not less than the Required Number of Shares) which Act if so requested in such request and if the Company has been so requested is then eligible to register by use such Initiating Holdersa registration, and (ii) all other as expeditiously as may be practicable, the Registrable Securities which the Company has been requested to register by the Holders thereof (such Holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 days after the giving of such written notice by the CompanyHolder, all to the extent required requisite to permit the disposition of the such Registrable Securities so to be registeredin accordance with the plan of distribution set forth in the applicable registration statement. In the case of such Demand Registration, the Holder must request registration of Registrable Securities representing not less than such number of Registrable Securities the Expected Proceeds of which, on the date of the aforementioned written request, would equal at least $100 million unless such registration request is for all remaining Registrable Securities.

Request. Subject to Section 2.8 hereof, at any time and from time to time time, upon the written request of Holders holders (the "Initiating Holders") of Registrable Securities representing not less than the Required Number 600,000 shares of Shares Common Stock that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holders' Registrable Securities (Securities, provided that in no event shall the Company shall not be obligated to register less fewer than the Required Number 600,000 shares of Shares Common Stock pursuant to such request), the Company will promptly give written notice of such requested registration to all registered Holdersholders of Registrable Securities, and thereupon the Company will use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities (representing not less than 600,000 shares of Common Stock of the Required Number of SharesCompany) which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the Holders holders thereof (such Holders holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 30 days after the giving of such written notice by the Company, all to the extent required requisite to permit the disposition of the Registrable Securities so to be registered.

Request. Subject to Section 2.8 hereof, at At any time and or from time to time upon the written request ------- of Holders (the "one or more Initiating Holders") of not less than the Required Number of Shares , requesting that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holders' Registrable Securities (provided that and specifying the Company shall not be obligated to register less than the Required Number intended method of Shares pursuant to such request)disposition thereof, the Company will promptly give written notice of such requested registration to all registered Holdersholders of Registrable Securities, and thereupon the Company will use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating HoldersHolders for disposition in accordance with the intended method of disposition stated in such request, and (ii) all other Registrable Securities the holders of which the Company has been requested to register by the Holders thereof (such Holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by shall have made a written request given to the Company for registration thereof within 20 30 days after the giving of such written notice by the CompanyCompany (which request shall specify the intended method of disposition of such Registrable Securities), and (iii) subject to the priority provisions of section 9.1(f), all shares of Common Stock which the Company may elect to register in connection with the offering of Registrable Securities pursuant to this Section 9.1; and (iv) subject to the priority provisions of Section 9.1(f), shares of Common Stock held by other Persons having registration rights all to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any so to be registered, provided that the provisions of this Section 9.1(a) shall not require the Company to effect more than two registrations of Registrable Securities and, provided further, that the total number of registrations which the Company is required to effect on request hereunder and under all other agreements between the Company and any or all of Wand/IMA I, Wand/XXX XX or Wand/IMA III, including the Warrants, shall not exceed three.

Request. Subject to Section 2.8 hereof, at At any time on or after April 23, 2002 and from time to ------- time thereafter upon the written request of Holders (the "Initiating Holders") of not less than the Required Number of Shares that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holders' Registrable Securities (provided that the Company shall not be obligated to register less than the Required Number of Shares pursuant to such request), the Company will promptly give written notice of such requested registration to all registered Holders, and thereupon the Company will use its best reasonable commercial efforts to effect the registration under the Securities Act of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the Holders thereof (such Holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 days after the giving of such written notice by the Company, all to the extent required to permit the disposition of the Registrable Securities so to be registered.

Request. Subject to Section 2.8 hereof, at any time and from time to time upon Upon the written request of Holders (the "one or more Initiating Holders") of not less than the Required Number of Shares , requesting that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holders' Registrable Securities (provided that and specifying the Company shall not be obligated to register less than the Required Number intended method of Shares pursuant to such request)disposition thereof, the Company will promptly give written notice of such requested registration to all registered Holdersholders of Registrable Securities, and thereupon the Company will use its best efforts to effect as expeditiously as possible the registration under the Securities Act ofof the following: (ia) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register be registered by such Initiating Holders, andHolders for disposition in accordance with the intended method of disposition stated in such request; (iib) all other Registrable Securities the holders of which the Company has been requested to register by the Holders thereof (such Holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by shall have made a written request given to the Company for registration thereof within 20 30 days after the giving of such written notice by the Company, Company (which request shall specify the intended method of disposition of such Registrable Securities); and (c) all shares of Common Stock which the Company may elect to register in connection with the offering of Registrable Securities pursuant to this Article II; all to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any, so to be registered; provided, that, the provisions of this Article II shall not require the Company to effect more than four registrations of Registrable Securities.

Request. Subject to Section 2.8 Sections 3.6 and 3.8 hereof, at any time time, ------- and from time to time on not more than two (2) occasions, beginning on the date six months after the closing of an initial public offering of equity securities of the Company, upon the written request of Holders the Investors or one or more holders (collectively, the "Initiating Holders") of Registrable Securities representing not less than fifty percent (50%) of the Required Number of Shares Registrable Securities, that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holders' Registrable Securities (provided that Securities, the Company shall not be obligated to register less than the Required Number of Shares pursuant to such request), the Company will promptly give written notice of such requested registration to all registered Holdersholders of Registrable Securities, and thereupon the Company will shall use its best efforts to effect the registration under the Securities Act Act, of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the Holders holders thereof (such Holders holders together with the Initiating Holders are hereinafter referred to as Holders, the "Selling Holders") by written request given to the Company within 20 30 days after the giving of such written notice by the Company, all to the extent required requisite to permit the disposition of the Registrable Securities so to be registered.

Request. Subject to Section 2.8 2.7 hereof, at any time and from time to ------- time after November , 1999, upon the written request of Holders holders (the "Initiating Holders") of Registrable Securities representing not less than twenty-five percent (25%) of the Required Number number of Shares shares of Common Stock issuable upon conversion of the Notes that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holders' Registrable Securities (Securities, provided that in no event shall the Company shall not be obligated to register less than the Required Number shares of Shares Common Stock pursuant to such request)request having a Current Market Value on the date of such request less than $2.5 million, the Company will promptly promptly, and in any event within ten (10) days, give written notice of such requested registration to all registered Holdersholders of Registrable Securities, and thereupon the Company will use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the Holders holders thereof (such Holders holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 ten (10) days after the giving of such written notice by the Company, all to the extent required requisite to permit the disposition of the Registrable Securities so to be registered.

Request. Subject to Section 2.8 hereof, at any time and from time to time upon Upon the written request of Holders (the "Initiating Requisite Holders") of not less than the Required Number of Shares , requesting that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holdersholders' Registrable Securities (provided that and specifying the Company shall intended method of disposition thereof and whether or not such requested registration is to be obligated to register less than the Required Number of Shares pursuant to such request)an underwritten offering, the Company will promptly give written notice of such requested registration to all registered Holders, other holders of Registrable Securities and thereupon the Company will use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holdersholders, and (ii) all other Registrable Securities which the Company has been requested to register by the Holders holders thereof (such Holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 30 days after the giving of such written notice by the CompanyCompany (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent required requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered. The number of registrations which may requested under this Section 2.1 are as follows: (i) five (5) Limited Demand Registrations, in the aggregate, may be requested of the Company by the Requisite Holders, and (ii) one (1) Full Demand Registrations may be requested the "FULL DEMAND REQUEST") of the Company by the Requisite Holders, PROVIDED, that upon the occurrence of the Full Demand Request, the number of Limited Demand Registrations which may be requested pursuant to this Section 2.1 shall be reduced by one.

Request. Subject to Section 2.8 hereofDuring the term of this Agreement, at any time and from time to time upon the written request of Holders (the "Initiating Holders") holder or holders of not less than 50% (by number of shares) of the Required Number of Shares Registrable Securities shall twice have the right to request in writing that the Company effect the an underwritten registration under the Securities Act of 1933, as amended (other than pursuant to a Shelf Registration Statement) the "Securities Act"), of all or part of such Initiating Holdersholders' Registrable Securities (provided Securities; PROVIDED, that the Company shall not aggregate Fair Market Value (as defined in the Securities Purchase Agreement) of the Registrable Securities to be obligated to register less than the Required Number of Shares pursuant to such request), the so registered is at least $3,000,000. The Company will promptly give written notice of such requested registration to all registered Holdersother holders of Registrable Securities, which holders shall be entitled to include their Registrable Securities in such registration subject to Sections 2.1(b) and thereupon 2.1(g) if they notify the Company of their desire for their Registrable Securities to be included within 15 calendar days of the date of the Company's notice. Thereupon the Company will use its best efforts to effect the registration registrations under the Securities Act of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holders, holders; and (ii) subject to Sections 2.1(b) and 2.1(g), all other Registrable Securities which the Company has been requested to register by the Holders holders thereof (such Holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 30 days after the giving of such written notice by the Company, Company (which request shall specify the intended method of disposition of such Registrable Securities) all to the extent required requisite to permit the disposition of the Registrable Securities so to be registered.

Request. Subject to Section 2.8 hereof, at At any time and or from time to time after the Registration Statement is no longer effective and prior to such time as each of the Secondary Registrable Securities ceases to be Secondary Registrable Securities, upon the written request of Holders any holder of Secondary Registrable Securities that cannot be sold or distributed by the holder thereof in reliance upon Rule 144 (giving effect to all conditions thereof, including, without limitation, the "Initiating Holders") of not less than the Required Number of Shares volume limitations contained in Rule 144(e)), requesting that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holdersholders' Secondary Registrable Securities (provided that the Company shall cannot be obligated to register less than the Required Number of Shares pursuant to such request)so sold or distributed, the Company will promptly give written notice of such requested registration to all registered Holdersholders of Secondary Registrable Securities, and thereupon the Company will will, subject to the terms of this Agreement, use its best efforts to effect the registration under the Securities Act of: (i) the Secondary Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by the holder initiating such Initiating Holders, request for disposition; and (ii) all other Secondary Registrable Securities which the Company has been requested to register that cannot be sold or distributed by the Holders holder thereof in reliance upon Rule 144 (such Holders together with giving effect to all conditions thereof, including, without limitation, the Initiating Holders are hereinafter referred to as volume limitations contained in Rule 144(e)) the "Selling Holders") by holders of which shall have made a written request given to the Company for registration thereof within 20 30 days after the giving of such written notice by the Company, ; and (iii) all shares of Common Stock and other securities which the Company may elect to register in connection with the extent required to permit the disposition offering of the Secondary Registrable Securities so pursuant to be registered.this Section 2.2,

Request. Subject to Section 2.8 hereof, at At any time and from time to time after the first anniversary of ------- the closing of the purchase of the Shares under the Purchase Agreement, upon the written request of Holders one or more holders (the "Initiating Holders") of not less than Registrable Securities holding at least 10% of the Required Number Registrable Securities (assuming the conversion of the Shares of any Registrable Securities that are Class B Common Stock into Class A Common Stock) that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holders' Registrable Securities (provided that the Company shall not be obligated to register less than the Required Number of Shares pursuant to such request)Securities, the Company promptly will promptly give written notice of such requested registration to all registered Holdersholders of Registrable Securities, and thereupon the Company will use its best efforts to effect effect, at the earliest possible date, the registration under the Securities Act Act, of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the Holders holders thereof (such Holders holders together with the Initiating Holders hereinafter are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 30 days after the giving of such written notice by the Company, all to the extent required necessary to permit the disposition of the Registrable Securities so to be registered.

Request. Subject to the restrictions set forth in paragraphs (f) and (g) of this Section 2.8 hereof5.1, at any time and from time to time upon the written request of Holders (the "Initiating Holders") holders of not less than at least 33-1/3% of the Required Number aggregate amount of Shares Registrable Securities that the Company effect the registration under the Securities Act of the public offering and sale thereof, on Form S-1 or any similar long-form registration (other than pursuant to a Shelf Registration Statement) "Long-form Registration"), or upon the written request of all or part holders of such Initiating Holders' number of Registrable Securities (provided so as to meet the threshold set forth in Section 5.1(g) that the Company shall not be obligated to register less than effect the Required Number of Shares pursuant to such requestregistration under the Securities Act on Form S-3 or any successor form thereto (a "Short-form Registration"), if available, the Company will shall promptly give written notice of such requested registration to all registered Holders, holders of record of Registrable Securities and thereupon the Company will shall promptly use its best efforts to effect the effect, as promptly as practicable, such registration under the Securities Act of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which that the Company has been so requested to register by such Initiating Holdersregister, and (ii) all other Registrable Securities which that the Company has been requested to register by the Holders holders thereof (such Holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 30 days after the giving of such written notice by the Company, all to the extent required to permit the disposition of the Registrable Securities so to be registered. All registrations requested pursuant to this Section 5.1(a) are referred to herein as "Demand Registrations."

Request. Subject to Section 2.8 hereofAt any time, at any time and from time to time time, upon the written request of Holders one or more holders (the "Initiating Holders") of not less than the Required Number of Shares Registrable Securities that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holders' Registrable Securities (provided that the Company shall not be obligated to register less than the Required Number of Shares pursuant to such request)Securities, the Company will promptly give written notice of such requested registration to all registered Holdersholders of Registrable Securities, and thereupon the Company will use its best efforts to effect effect, at the earliest possible date, the registration under the Securities Act (including if specified in such written request, by means of (i) a continuous offering pursuant to Rule 415 under the Securities Act (or any similar rule that may be adopted by the Commission) either (A) on Form S-3, or any successor form, if the Company is then eligible to use Form S-3 or such successor form or (B) on Form S-1, or any successor form, or (ii) an underwritten offering pursuant to Sections 2.1(e), 2.1(f) and 2.4) hereof, of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which the Company has been requested to register by the Holders holders thereof (such Holders holders together with the Initiating Holders hereinafter are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 30 days after the giving of such written notice by the Company, all to the extent required necessary to permit the disposition of the Registrable Securities and such shares of Common Stock so to be registered.

Request. Subject to Section 2.8 hereofAt any time, at any time and or from time to time upon ------- following the written request earlier of Holders (i) an Initial Public Offering and (ii) the fifth anniversary of the Closing Date, one or more holders (the "Initiating Holders") ------------------ of not less than 20% or more of the Required Number total number of Shares that shares of Common Stock issued or issuable upon conversion of the shares of Preferred Stock and upon exercise of the Warrants, may, upon written request, require the Company to effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of any Registrable Securities held by such Initiating Holders' Registrable Securities (provided that the . The Company shall not be obligated to register less than the Required Number of Shares pursuant to such request), the Company promptly will promptly give written notice of such requested registration to all registered Holdersother holders of Registrable Securities who may join in such registration, and thereupon the Company will use its best efforts to effect effect, at the earliest possible date, the registration under the Securities Act Act, of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which that the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which that the Company has been requested to register by the Holders holders thereof (such Holders holders together with the Initiating Holders hereinafter are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 30 days ------- ------- after the giving of such written notice by the Company, all to the extent required requisite to permit the disposition of the Registrable Securities so to be registered.

Request. Subject to Section 2.8 hereofthe conditions herein set forth, at any time and from time after (1) the six-month anniversary of the effective date of the Company's registration statement for an Initial Public Offering of equity securities of the IPO Vehicle with gross proceeds to time upon the written request of Holders (the "Initiating Holders") IPO Vehicle of not less than $50,000,000 or (2) any date subsequent to an underwritten Initial Public Offering of equity securities of the Required Number IPO Vehicle and any subsequent offerings of Shares that equity securities of the IPO Vehicle on which the Public Float with respect to such equity securities of the IPO Vehicle is $75,000,000 or more, a Holder or Holders (as defined in Section 15(b)) may require upon written notice to the Company, the Company to effect the registration under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (other than pursuant to a Shelf Registration Statementthe "Securities Act") of all or part of such Initiating Holders' the Registrable Securities (as defined in Section 15(b)) then held by such requesting Holder or Holders; provided that such Registrable Securities have a value, based upon the closing price of the IPO Vehicle's Equity Securities on the day preceding the date of request, of at least $5,000,000. The Company shall not be obligated to register less than the Required Number of Shares pursuant to such request), the Company promptly will promptly give written notice of such requested registration to all registered Holdersother Holders of Registrable Securities who may join pro rata in such registration, and thereupon the Company will use its reasonable best efforts to effect effect, on the earliest possible date, the registration under the Securities Act of: for public sale (i) in accordance with the method of disposition specified in the notice from the requesting Holders), of the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holders, and (ii) all other Registrable Securities which that the Company has been requested to register by the Holders thereof (such Holders together with the Initiating Holders are hereinafter referred to as the "Selling requesting Holders") by written request given to the Company within 20 days after the giving of such written notice by the Company, all to the extent required to permit the disposition of the Registrable Securities so to be registered.

Request. Subject to Section 2.8 hereof, at any time and from time to time after August 28, 1998, upon the written request of Holders holders (the "Initiating Holders") of Registrable Securities representing not less than 25% of the Required Number number of Shares shares of Common Stock issuable upon conversion of the Notes and exercise of the Warrants (excluding Contingent Warrants not then exercisable or which have expired) that the Company effect the registration under the Securities Act (other than pursuant to a Shelf Registration Statement) of all or part of such Initiating Holders' Registrable Securities (Securities, provided that in no event shall the Company shall not be obligated to register less than the Required Number shares of Shares Common Stock pursuant to such request)request having a Current Market Value on the date of such request less than $5 million, the Company will promptly promptly, and in any event within ten days, give written notice of such requested registration to all registered Holdersholders of Registrable Securities, and thereupon the Company will use its best efforts to effect the registration under the Securities Act of: (i) the Registrable Securities (representing not less than the Required Number of Shares) which the Company has been so requested to register by such Initiating Holders, and and (ii) all other Registrable Securities which the Company has been requested to register by the Holders holders thereof (such Holders holders together with the Initiating Holders are hereinafter referred to as the "Selling Holders") by written request given to the Company within 20 ten days after the giving of such written notice by the Company, all to the extent required requisite to permit the disposition of the Registrable Securities so to be registered.