Common use of Requested Registration Clause in Contracts

Requested Registration. Until April 26, 2001 or the date that all of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx will, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such time.

Requested Registration. Until April 26, 2001 or If at any time after six months after the date that all ---------------------- initial public offering of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of Company's Common Stock pursuant to a registration statement filed with the SEC without any volume limitationunder the Act ("IPO"), whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx Company shall receive from the Initiating Holder(s) a written request from one that the Company effect a registration and any related qualification or more Shareholders that Xxxxxxx effect the registration under the Securities Act of all or compliance (collectively, a part of such Shareholders' "Registration") with respect to Registrable Securities, then Xxxxxxx the Company will: 1. promptly give written notice of the proposed registration, within ten (10) days after receipt thereof, give notice qualification or compliance to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registrationHolders; and 2. Upon receipt of such notice, Xxxxxxx will, as soon as practicable, use reasonable its diligent best efforts to effect such Registration (including, without limitation, the registration on Form S-3 and pursuant execution of an undertaking to Rule 415 (the "Resale Registration Statement") file post-effective amendments, appropriate qualification under the Securities applicable blue sky or other state securities laws of such jurisdictions in the United States as Holders shall reasonably request, and appropriate compliance with applicable regulations issued under the Act and any other governmental requirements or regulations) and as would permit or facilitate the sale and distribution of all or such portion of such Holder's or Holders' Registrable Securities which it has been so requested to register covering resales from time to time of as are specified in such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement request, together with all or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell portion of the Registrable Securities under of any other Holder or Holders joining in such request as are specified in a written notice given within 30 days after receipt of such written notice from the Securities Act without such registration. Xxxxxxx: (i) Company, except that the Company shall not be obligated to cause take any special audit action to be undertaken in connection with effect any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared Registration pursuant to this section if Xxxxxxx is, at such time, conducting or about Section 2.1 after the Company has effected three Registrations pursuant to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securitiesrequest under this subsection 2.1(a) and such registrations have been declared or ordered effective. In no event shall the Company be required to qualify generally to do business as a foreign corporation in any jurisdiction where it is advised not at the time so qualified or to execute or file a general consent to service of process in writing by its managing underwriter any such jurisdiction where it has not theretofore done so or to take any action that would subject it to general service of process or taxation in any such underwritten public offer wouldjurisdiction where it is not then subject. Subject to the foregoing provisions, the Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practicable, but in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) any event within 90 days if Xxxxxxx determines, in view after receipt of the advisability request or requests of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeInitiating Holders.

Requested Registration. Until April 26If, 2001 or the date that all of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without at any volume limitation, whichever is earlier, subject time prior to the following provisions a Shareholder may request that Xxxxxxx register all or a portion third anniversary date of his Registrable Securities. If Xxxxxxx shall this Agreement, Michxxx xxxll receive a written request from one or more Shareholders that Xxxxxxx effect Michxxx xxxect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx willMichxxx xxxl, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within Michxxx xxxhin ten (10) days from the date of the notice by Xxxxxxx to Michxxx xx have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx willMichxxx xxxl, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall Michxxx xxxll use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement -15- 129 continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. XxxxxxxMichxxx: (ix) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx isMichxxx xx, at such time, conducting or about to conduct an underwritten public offering of Equity Securities equity securities (or securities convertible into Equity Securitiesequity securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) 90 days if Xxxxxxx determinesMichxxx xxxermines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at Michxxx xx such time.

Requested Registration. Until April 26, 2001 or the date that all of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject i. Subject to the following other provisions of this Agreement, Shareholder shall have the right (a "Request Right") to require the Company to effect an aggregate of three registrations with respect to the Registrable Shares (each such registration being a "Requested Registration"). (The Company is required to effect a total of only three Requested Registrations pursuant to this Section 2(a) notwithstanding that Registrable Shares may have been transferred to one or more Permitted Transferees.) To effect a Requested Registration, Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive make a written request from one or more Shareholders that Xxxxxxx effect (a "Request Notice") to the registration under Company which shall describe in detail the Securities Act contemplated sale of all or a part of such Shareholders' Registrable Registerable Securities, then Xxxxxxx willincluding the number of Registerable Securities to be registered. The Company shall be entitled to include in any Requested Registration shares of Common Stock to be sold by holders of either Common Stock or rights to acquire Common Stock to whom the Company has previously granted or in the future does grant any registration rights and shares of Common Stock to be sold by the Company for its own account, within ten (10) days after receipt thereof, give notice to all other Shareholders provided that such inclusion shall not limit the number of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities Shares included in such registrationRegistration Statement. ii. Upon receipt Shareholder may revoke its Request Notice in the event of a Cutback Registration that would limit the total number of Registrable Shares that can be sold pursuant to such notice, Xxxxxxx willRequested Registration to a number that is less than 90% of the number of the Registrable Shares specified to be sold in the Request Notice. iii. The Company shall, as soon as practicable, use reasonable efforts but in no event more than 120 days after receipt of a Request Notice, file a Registration Statement covering the Registrable Shares to effect be included in the registration on Form S-3 requested by such Request Notice and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of cause such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared become effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such time.

Requested Registration. Until April 26, 2001 or (a) If the Company shall receive at any time after six (6) months after the effective date that all of the shares first registration statement for a public offering of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 securities of the SEC without any volume limitation, whichever is earlier, subject Company (other than a registration statement relating either to the following provisions sale of securities to employees of the Company pursuant to a Shareholder may request that Xxxxxxx register all stock option, stock purchase or similar plan or a portion of his Registrable Securities. If Xxxxxxx shall receive SEC Rule 145 transaction) (the “Initial Public Offering”), a written request from one the Initiating Holders or more Shareholders Series D Initiating Holders that Xxxxxxx effect the Company file a registration statement under the Act covering the registration under of not less than fifty percent (50%) of the Registrable Securities Act then outstanding and held by the holders of all (i) Preferred Stock or (ii) Series D Preferred Stock, as applicable, (or any lesser number of shares if the anticipated aggregate offering price, net of underwriting discounts and commissions would exceed $5,000,000) (such request by the Initiating Holders, a part of “Preferred Demand” and such Shareholders' Registrable request by the Series D Initiating Holders, a “Series D Demand” and such requested securities in either case, the “Demand Securities, ”)) then Xxxxxxx willthe Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all other Shareholders Holders and shall, subject to the limitations of subsection 2.2(b), use its best efforts to effect as soon as practicable, and in any event within sixty (60) days of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such noticerequest, Xxxxxxx will, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested the Holders request to register covering resales from time to time be registered in a written request given within twenty (20) days of the mailing of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective notice by the SEC as soon as practicable thereafter; and Company in accordance with Section 5.5. (iib) maintain If the effectiveness of Initiating Holders, pursuant to a Preferred Demand, or the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act Series D Initiating Holders, pursuant to enable the Shareholders a Series D Demand, intend to sell distribute the Registrable Securities under covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 and the Company shall include such information in the written notice referred to in subsection 2.2(a). In such event, the right of any Holder to include such Holder’s Registrable Securities Act in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders, pursuant to a Preferred Demand, or a majority in interest of the Series D Initiating Holders, pursuant to a Series D Demand, and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders, pursuant to a Preferred Demand, or a majority in interest of the Series D Initiating Holders, pursuant to a Series D Demand. Notwithstanding any other provision of this Section 2.2, if the underwriter advises the Initiating Holders, pursuant to a Preferred Demand, or the Series D Initiating Holders, pursuant to a Series D Demand, in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders, pursuant to a Preferred Demand, or the Series D Initiating Holders, pursuant to a Series D Demand, shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, pursuant to a Preferred Demand, or the Series D Initiating Holders, pursuant to a Series D Demand, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder (a “Cutback Registration”). The Company shall not include in any registration pursuant to a Preferred Demand or Series D Demand that is an underwritten offering any securities that are held by an employee of the Company or any of its subsidiaries or any person controlled by any such employee without the prior written consent of the managing underwriters and shall not include in any registration pursuant to a Preferred Demand or Series D Demand any securities that are not Registrable Securities without the prior written consent of the holders of a majority of the Registrable Securities held by the Initiating Holders, pursuant to a Preferred Demand, or the Series D Initiating Holders, pursuant to a Series D Demand, included in such registration. Xxxxxxx: . (ic) The Company is obligated to effect only one (1) such registration pursuant to a Preferred Demand and two (2) such registrations pursuant to a Series D Demand; provided that a Cutback Registration shall not be deemed a registration pursuant to a Preferred Demand or Series D Demand if less than 75% of the securities requesting registration in such demand are not registered pursuant to such registration. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be materially and adversely detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders, pursuant to a Preferred Demand, or the Series D Initiating Holders, pursuant to a Series D Demand; provided, however, that the Company may not utilize this right more than once in any twelve (12) month period. (e) Notwithstanding the foregoing, the Company shall not be obligated to cause effect, or to take any special audit action to be undertaken in connection with effect, any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx isSection 2.2 during the period starting with the date of filing of, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ending on a date ninety (90) days if Xxxxxxx determinesafter the effective date of, a Company-initiated registration; provided the Company is actively employing in view of the advisability of deferring public disclosure of material corporate developments or other information, that good faith all reasonable efforts to cause such registration and the disclosure required statement to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timebecome effective.

Requested Registration. Until April 26(a) At any time after the Closing Date, 2001 or the date that all Holders holding at least a majority of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject constituting Eligible Securities may deliver to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive Company a written request from one or more Shareholders that Xxxxxxx effect the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act of all or a part of with respect to such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders number of the receipt of Eligible Securities owned by the Holders as shall be specified in such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from a “Registration Request”), including, if specified in the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such noticeRegistration Request, Xxxxxxx will, as soon as practicable, use reasonable efforts to effect the a “shelf” registration statement on Form S-3 and (or if Form S-3 is not then available, Form S-1 or such other form that the Company is eligible to use with respect to the Eligible Securities) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause Act; provided, however, that the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Company shall not be obligated to cause effect any special audit such registration pursuant to this Section 2.1 if the aggregate value on the date of the Registration Request of the Eligible Securities to be undertaken registered thereon is less than $5,000,000. The Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2.1 more than four (4) registration statements at the demand of the Holders. The party (or parties) delivering a Registration Request is hereinafter referred to as the “Requesting Holder.” (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in connection accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 business days after notice of the Registration Request delivered pursuant to Section 2.2 hereof). The Company shall also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account or for the account of other security holders or both. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder (or the holders of a majority of the shares of Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder) and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this Section 2.1(b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as follows: (i) first, the number of shares of Common Stock to be registered on behalf of the Company shall be reduced (to zero, if necessary); and (ii) second, the number of shares of Common Stock to be registered on behalf of Persons other than the Holders and their Affiliates, if any, shall be entitled reduced (to postpone for a reasonable period zero, if necessary) pro rata according to the number of time, but not in excess shares of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing restricted Common Stock held by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requestedeach; and and (iii) third, the number of shares of Eligible Securities to be registered on behalf of the Holders and their Affiliates shall be entitled reduced pro rata according to postpone the number of shares of Eligible Securities held by each. (c) Notwithstanding anything to the contrary contained herein, the exercise by any Holder of any right hereunder with respect to shares of Eligible Securities shall not effect or diminish any other rights of such requested registration for up Holder hereunder with respect to ninety (90) days if Xxxxxxx determines, in view any other securities of the advisability of deferring public disclosure of material corporate developments or other information, that Company held by such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeHolder.

Requested Registration. Until April 26(a) Subject to the terms of this Agreement, 2001 or in the date event that all the Company shall receive from the Initiating Holders at any time after the earlier of (i) two (2) years following the initial closing of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for purchase and sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject Series C Preferred pursuant to the Series C Purchase Agreement (the “Initial Closing”) and (ii) six (6) months following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive Qualified IPO, a written request from one or more Shareholders that Xxxxxxx the Company effect the a registration under the Securities Act of with respect to all or a part of such Shareholders' the Registrable Securities, then Xxxxxxx will, within ten the Company shall (10i) days after receipt thereof, promptly give written notice of the proposed registration to all other Shareholders of the receipt of such request Holders and each such holder may elect by written notice received by Xxxxxxx within ten (10ii) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx will, as soon as practicable, use its reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under specified in such request, together with any Registrable Securities of any Holder joining in such request as are specified in a written request given within twenty (20) days after written notice from the Securities Act without Company. (b) The Company is obligated to effect only two (2) such registration. Xxxxxxx: registrations pursuant to this Section 2.4. (ic) Notwithstanding the foregoing, the Company shall not be obligated to cause take action to effect such registration pursuant to this Section 2.4: (i) In any special audit particular jurisdiction in which the Company would be required to be undertaken execute a general consent to service of process in connection with any 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 Securities Act; (ii) If the Registrable Securities proposed to be sold by the Initiating Holders have aggregate proceeds (after deduction for underwriters’ discounts and expenses related to the issuance) of less than $4,000,000; or (iii) If the Company shall furnish to the Initiating Holders a certificate signed by the President or Chief Executive Officer of the Company stating that the Board of Directors of the Company (the “Board of Directors”) has determined in its good faith judgment, that it would be entitled seriously detrimental to postpone the Company and its shareholders for a reasonable period of time, but not in excess of ninety (90) days, the filing of any such registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, filed at such time, conducting or about the Company shall have the right to conduct an underwritten public offering defer such filing for a period of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to not more than ninety (90) days if Xxxxxxx determines, in view after receipt of the advisability request of deferring public disclosure of material corporate developments or other information, the Initiating Holders (provided that such registration and the disclosure required to be made pursuant thereto would right shall not be used more than once in any twelve (12) month period); provided further that the best interest Company shall not register any securities for account of Xxxxxxx at itself or any other shareholder during such timeninety (90) day period.

Requested Registration. Until April 26, 2001 or After the earlier to occur of 150 days following the first public offering following the date that all hereof (the "First Offering") of capital stock of NRI or October 30, 1993, upon the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders of HSN that Xxxxxxx NRI effect the registration under the Securities Act of all or a part portion of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt the Common Stock and specifying the intended method of disposition thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx will, as soon as practicable, NRI shall use reasonable its best efforts to effect the such registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been the requested number of shares of Common Stock to the extent required to permit the disposition (in accordance with the intended methods as specified by HSN) of the Common Stock so to be registered; provided, however, -------- that (a) NRI shall not be required to effect any such registration at any time when an exemption from registration is otherwise available to HSN affording HSN the right to dispose of the number of shares of Common Stock requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafterregistered; and (iib) maintain NRI shall be required to effect no more than one registration per year during any calendar year and no more than three registrations in the effectiveness aggregate (not including any registration effected pursuant to Section 4.2 hereof). If a nationally recognized investment banking firm acting as financial advisor or underwriter for NRI advises NRI that market conditions require a limitation in the number of shares of Common Stock to be registered, the Resale Registration Statement continuously until number of shares of Common Stock registered pursuant to this Section 4.1 shall be reduced accordingly, provided, however, that in the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary event of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without a reduction, such registration. Xxxxxxx: (i) registration shall not be obligated counted against the number of registrations which NRI may be required to cause any special audit effect in the aggregate with respect to the Common Stock but will count against the number of registrations which NRI may be undertaken required to effect in connection with any the calendar year in which such registration; (ii) request is made. Any registration requested pursuant to this Section 4.1 shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, effected by the filing of any a registration statement otherwise on Form X-0, X-0 or S-3 (or any other form that includes substantially the same information as would be required to be prepared included in a registration statement on such forms as presently constituted, other than a registration statement relating to offers to employees pursuant to this section if Xxxxxxx is, at such time, conducting plans or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be issued in the best interest of Xxxxxxx at such timebusiness combinations).

Requested Registration. Until April 26, 2001 or (a) At any time after the date that all of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitationhereof, whichever is earlier, subject Holder may deliver to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive Company a written request from one or more Shareholders (a “Registration Request”) that Xxxxxxx effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request Company file and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx will, as soon as practicable, use reasonable its best efforts to effect the cause to become effective a “shelf” registration statement on Form S-3 and pursuant (or if Form S-3 is not then available, Form S-1 or such other form that the Company is eligible to Rule 415 (use with respect to the "Resale Registration Statement"Eligible Securities) under the Securities Act for an offering to be made on a continuous basis pursuant to Rule 415 under the Securities Act with respect to such number of all Registrable Eligible Securities owned by Holder as shall be specified in such request; provided, however, that the Company shall not be required to effect more than two registrations on Form S-1 (or any successor form) and two registrations on Form S-3 (or any successor form) pursuant to this Section 2.1. If such offering is to be an underwritten offering, the managing underwriter or underwriters must be reasonably acceptable to both Holder and the Company, which it has been so requested acceptance shall not be unreasonably withheld. The Company shall also be entitled to register covering resales from time include in any registration statement filed pursuant to time a Registration Request, for sale in accordance with the method of disposition specified in such Registrable Securities Registration Request, such number of shares of Common Stock as the Company shall be contractually obligated to sell for the account of other security holders. Notwithstanding the foregoing provisions of this Section 2.1(a), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and Xxxxxxx sold pursuant to such registration shall use its reasonable best efforts tobe reduced as follows: (i) cause First, the Resale Registration Statement number of shares of Common Stock to be declared effective registered on behalf of Persons other than the Holder, if any, shall be reduced (to zero, if necessary) pro rata according to the number of shares of restricted Common Stock held by each to the extent permitted by the SEC as Company’s agreements with such Persons; and (ii) Second, the number of shares of Eligible Securities to be registered on behalf of the Holder and of shares of Common Stock held by other Persons holding registration rights granted by the Company entitled to be included pro rata with the Holder shall be reduced pro rata according to the number of shares of Eligible Securities held by each. (b) As soon as practicable thereafter; and (ii) maintain following the effectiveness receipt of a Registration Request, the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 Company will use its best efforts to register under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone Act, for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made on a continuous basis pursuant thereto would not be to Rule 415 of the Securities Act, the number of shares of Eligible Securities specified in the best interest of Xxxxxxx at such timeRegistration Request.

Requested Registration. Until April 26(a) If the Company shall receive from Holders of Registrable Securities or Purchased Shares representing, 2001 or in the date that all aggregate, at least a majority of the Registrable Securities (which calculation shall include all Registrable Securities then outstanding and all Registrable Securities into which all shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitationSeries A Preferred Stock then outstanding may be converted), whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders (which shall specify whether the distribution will be made by means of an underwriting) that Xxxxxxx the Company effect the a registration under the Securities Act of (a "Demand Notice") with respect to all or a part of such Shareholders' the Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders which Demand Notice shall request registration of the receipt a number of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date shares of the notice by Xxxxxxx Class A Common Stock reasonably expected to have all an aggregate selling price of $20,000,000.00 or part of his Registrable Securities included in such registration. Upon receipt of such noticemore, Xxxxxxx the Company will, as soon as practicable, use its reasonable best efforts to effect such registration under the Securities Act (which shall be a "shelf" registration on Form S-3 and statement pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act (or a successor provision), if so requested by the Holders of all a majority of the Registrable Securities which it has been specified in the Demand Notice and if the Company is eligible therefor at such time) as may be so requested to register covering resales from time to time and as would permit or facilitate the sale and distribution of such the Registrable Securities and Xxxxxxx as are specified in such request; provided, however, that the Company shall use its reasonable best efforts to: not be required to effect any registration requested pursuant to this Section 9.1(a) if at the time the Demand Notice is received (i) cause the Resale shares are eligible for sale and capable of being sold at such time pursuant to Rule 144 promulgated under the Securities Act and (ii) the number of shares of Class A Common Stock sought to be included in such registration does not exceed 1% of the number of shares of such class outstanding. After the Company has effected two (2) such registrations pursuant to this Section 9.1(a), the related Registration Statements have been declared effective and the distribution contemplated thereunder completed, the Company shall have no further obligation under this Section 9.1(a). (b) Section 9.1(a) notwithstanding, if the Company shall furnish to Holders who have elected to exercise their rights under Section 9.1(a) (each, a "Section 9.1 Exercising Holder") a certificate signed by the President or the Chief Executive Officer of the Company stating that, in the good faith judgment of the Board of Directors of the Company, disclosure of certain information that would otherwise be required to be disclosed in a Registration Statement to be declared effective by filed pursuant to Section 9.1(a) would be seriously detrimental to the SEC as soon as practicable thereafter; Company, and (ii) maintain it is therefore desirable and in the effectiveness best interests of the Resale Registration Statement continuously until Company to defer the earliest of: (A) filing of such registration statement, then the date on Company shall have the right to defer such filing for a period of time after receipt of such request; provided, however, that the Company may not defer such filing more than once in any 12-month period and the aggregate period of time during any such 12-month which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or Company may defer such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) filing shall not be obligated exceed 90 days. (c) If the Company or any stockholder, other than a Section 9.1 Exercising Holder, wishes to cause offer any special audit to be undertaken of its securities in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared initiated pursuant to this section if Xxxxxxx isSection 9.1, no such securities may be offered by the Company or such other stockholder without the consent of the Holders of a majority of the Registrable Securities specified in the Demand Notice related to such offering. (d) In connection with any underwritten offering pursuant to this Section 9.1, Section 9.1 Exercising Holders shall have the right to select the underwriter or underwriters, which shall be a nationally recognized investment banking firm or firms reasonably acceptable to the Company; provided that for so long as the Purchasers together hold at such timeleast a majority of the Registrable Securities, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer wouldGSCPIII shall have the right, in its opinionsole discretion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view select an underwriter or underwriters on behalf of the advisability of deferring public disclosure of material corporate developments or other informationExercising Holders. If Goldxxx, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeXxchs & Co. is selected as an underwriter, Goldxxx, Xxchx & Xo. shall appoint a qualified independent underwriter, if necessary.

Requested Registration. Until April 26If one or more of the Stockholders holding an aggregate of a majority of the common stock issuable upon conversion of the Dynex Shares ("Registrable Securities") shall notify the Grantee in writing that such Stockholder or Stockholders intend to offer or cause to be offered for public sale all or any portion of their Registrable Securities, 2001 or the date that Grantee will notify all of the shares remaining holders of Xxxxxxx common stock Beneficially Owned Registrable Securities upon receipt of such notification from such Stockholder or Stockholders. Upon the written request of any such Stockholder delivered to the Grantee within 15 days after receipt from the Grantee of such notification, the Grantee will use its best efforts to cause, at the expense of the Stockholders of such Registrable Securities, such of the Registrable Securities as may be requested by any such Stockholder (including the Stockholder or Stockholders giving the initial notice of intent to register hereunder) to be registered under the Act in accordance with the terms of this Section 8.13. Notwithstanding the foregoing, the Grantee shall not be required to effect, or to take any action to effect, a registration requested pursuant to this Section 8.13 if any of the following conditions exist: (i) after the Grantee has effected one (1) registration pursuant to this Section 8.13 and such registration has been declared or ordered effective by the Shareholders are eligible for sale under Rule 144 Commission; (ii) if a prior registration has become effective, regardless of the SEC without any volume limitationmanner in which it was initiated, whichever is earlier, subject within six (6) months of the date of the demand; or (iii) if the request for registration has been received by the Grantee subsequent to the following provisions giving of written notice by the Grantee, made in good faith, to the Stockholders of Registrable Securities to the effect that the Grantee is commencing to prepare a Shareholder may request that Xxxxxxx register all Grantee-initiated registration statement (other than a registration effected solely to implement an employee benefit plan or a portion transaction to which Rule 145 or any other similar rule of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx effect the registration Commission under the Securities Act of all or a part of such Shareholders' Registrable Securitiesis applicable); provided, then Xxxxxxx willhowever, within ten (10) days after receipt thereofthat, give notice to all other Shareholders in the case of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten condition described in clause (10) days from ii), the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx will, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx Grantee shall use its reasonable best efforts to: (i) cause to achieve such effectiveness promptly following such six-month period if the Resale Registration Statement request pursuant to be declared effective by this Section 8.13 has been made prior to the SEC as soon as practicable thereafter; and (ii) maintain expiration of such six-month period. The Grantee may postpone the effectiveness filing of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone registration statement requested hereunder for a reasonable period of time, but not in excess of ninety (90) to exceed 120 days, if the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is Grantee has been advised in writing by its managing underwriter legal counsel that such underwritten public offer would, in its opinion, be adversely effected by filing would require the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of a material corporate developments transaction or other information, factor and the Grantee determines reasonably and in good faith that such registration and disclosure would have a material adverse effect on the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeGrantee.

Requested Registration. Until April 26If at any time commencing after the first anniversary of the effective date of the Public Offering and expiring four (4) years thereafter, 2001 the Holders of Warrants or the date that all Warrant Stock representing a majority of the shares of Xxxxxxx common stock Beneficially Owned by Warrant Stock issued or issuable on the Shareholders are eligible for sale under Rule 144 exercise of Warrants then outstanding shall request the SEC without any volume limitation, whichever is earlier, subject Company to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx effect the registration Registration of some or all of their Restricted Securities under the Securities Act, the Company shall promptly give written notice of such proposed Registration to all Holders of outstanding Restricted Securities and thereupon shall, as expeditiously as possible, use its best efforts to effect the Registration under the Securities Act (and to keep such Registration effective as to permit the sale for not less than six (6) months) of: (a) the Restricted Securities which the Company has been requested to Register for disposition by the prospective Seller(s) in accordance with the intended method of disposition described in the request from such Seller(s); and (b) all other Restricted Securities, the Holder or a part Holders of which shall have made written request (stating the intended method of disposition of such Shareholders' Registrable Securities, then Xxxxxxx will, securities by the prospective Seller or Sellers) to the Company for Registration thereof within ten thirty (1030) days after receipt the giving of such written notice by the Company, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof, give notice to all other Shareholders as aforesaid) by the prospective Seller or Sellers of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from Restricted Securities so Registered; provided, however, that the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx will, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) shall Company will not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for effect a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared requested Registration pursuant to this section if Xxxxxxx is, at Section 12.3 more than once every 12 months during such time, conducting or about to conduct four (4) year period. In the case of an underwritten public offering of Equity Restricted Securities to be so registered, if the lead underwriter advises the Company that the number of securities to be so registered is too large a number to be reasonably sold, the number of such securities sought to be registered by each Seller shall be reduced, pro rata in proportion to the number of securities sought to be registered by all Sellers, to the extent necessary to reduce the number of securities to be registered to the number recommended by the lead underwriter. Without the prior written consent of the Lead Representative (which consent shall not be unreasonably withheld or delayed), the Company shall not grant to any Person at any time on or after the date of this Agreement the right (a "Participation Right") to request the Company to register any securities of the Company under the Securities Act by reason of the exercise by any Holder of its rights under this Section 12.3 unless such Participation Right provides that such securities shall not be registered and sold at the same time if the lead underwriter for the Seller or Sellers advises the Company in writing that sale of such securities would adversely affect the amount of, or price at which, the respective Restricted Securities being registered under this Section 12.3 can be sold. The Company agrees (i) not to effect any public or private sale or distribution of its securities, including a sale pursuant to Regulation D under the Securities Act, during the ten (10) day period prior to, and during the one hundred and eighty (180) day period beginning on, the closing date of an underwritten offering made pursuant to a registration statement filed pursuant to this Section 12.3 and (ii) use its best efforts to cause each holder of its equity securities or securities convertible into Equity Securitiesequity securities (other than equity securities distributed as part of such public offering) and is advised in writing by its managing underwriter purchased from the Company at any time prior to, on or after the date of this Agreement to agree not to effect any public sale or distribution of any such securities during such period. The Company recognizes that such underwritten public offer would, in its opinion, money damages may be adversely effected inadequate to compensate a Holder for a breach by the registration so requested; Company of its obligations under this Section 12.3 and (iii) Sections 12.4 and 12.6 below, and the Company agrees that in the event of such a breach the Holder may apply for an injunction or specific performance or the granting of such other equitable remedies as may be awarded by a court of competent jurisdiction in order to afford the Holder the benefits of this Section 12.3 and Sections 12.4 and 12.6 and that the Company shall not object to such application, entry of such injunction or granting of such other equitable remedies on the grounds that money damages shall be entitled sufficient to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of compensate the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeHolder.

Requested Registration. Until April 26, 2001 or the date that all of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject i. Subject to the following other provisions of this Agreement, Holdings shall have the right (a Shareholder "Request Right") to require the Company to effect three registrations with respect to the Registrable Shares (each such registration being a "Requested Registration"). (The Company is required to effect a total of only three Requested Registrations pursuant to this Section 2(a) notwithstanding that Registrable Shares may request that Xxxxxxx register all have been transferred to one or more Permitted Transferees.) To effect a portion of his Registrable Securities. If Xxxxxxx Requested Registration, Holdings shall receive make a written request from one or more Shareholders that Xxxxxxx effect (a "Request Notice") to the registration under Company which shall describe in detail the Securities Act contemplated sale of all or a part of such Shareholders' Registrable Registerable Securities, then Xxxxxxx willincluding the number of Registerable Securities to be registered. The Company shall be entitled to include in any Requested Registration shares of Common Stock to be sold by holders of either Common Stock or rights to acquire Common Stock to whom the Company has previously granted or in the future does grant any registration rights and shares of Common Stock to be sold by the Company for its own account, within ten (10) days after receipt thereof, give notice to all other Shareholders provided that such inclusion shall not limit the number of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities Shares included in such registrationRegistration Statement. ii. Upon receipt Holdings may revoke its Request Notice in the event of a Cutback Registration that would limit the total number of Registrable Shares that can be sold pursuant to such notice, Xxxxxxx willRequested Registration to a number that is less than 90% of the number of Holding's Registrable Shares specified to be sold in the Request Notice. iii. The Company shall, as soon as practicable, use reasonable efforts but in no event more than 120 days after receipt of a Request Notice, file a Registration Statement covering the Registrable Shares to effect be included in the registration on Form S-3 requested by such Request Notice and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of cause such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared become effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such time.

Requested Registration. Until April 26, 2001 If Agritope shall be requested by Purchaser or the date that all an affiliated holder of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject Agritope Series A Preferred Stock or Eligible Shares to the following provisions effect a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx effect the registration under the Securities 1933 Act of all or a part covering the Eligible Shares, Agritope shall promptly give written notice of such Shareholders' Registrable Securities, then Xxxxxxx will, proposed registration to all persons who purchased Agritope Series A Preferred Stock from Agritope. Any holders of Series A Preferred Stock who wish to participate in the offering must respond within ten (10) 10 days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice. Upon such a request, Xxxxxxx will, Agritope shall as soon expeditiously as practicable, possible use reasonable its best efforts to effect the file a registration on Form S-3 and pursuant to Rule 415 statement (the "Resale Registration Statement") under the Securities 1933 Act with respect to the resale of all Registrable Securities Eligible Shares. If the request is made at a time when Agritope is not eligible to use Form S-3, Agritope shall use its best efforts to file the Registration Statement with respect to the Eligible Shares which it Agritope has been so requested to register covering resales from (a) in such request and (b) in any response to such notice received by Agritope, within 60 days after the date by which holders must respond to Agritope's notice. If the request is made at a time when Agritope is eligible to time of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause Form S-3, the Resale Registration Statement shall be filed with respect to be declared effective by the SEC all Eligible Shares as soon expeditiously as practicable thereafter; and (ii) maintain the effectiveness of the Resale is practicable. Agritope shall have an obligation to file a Registration Statement continuously until under this Section 5.2 only once, except that if the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) filed is not on Form S-3, and is not filed with respect to all Eligible Shares, Agritope shall have an obligation to file a Registration Statement on Form S-3 with respect to the third anniversary of remaining Eligible Shares if a later request is made under this Shareholder Agreement or such lesser section at a time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be when Agritope is entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeuse Form S-3.

Requested Registration. Until April 26(a) At such time as the Purchaser's obligations to register shares set forth in that certain registration rights agreement dated as of July 31, 2001 1996 between the Purchaser and Quantum Industrial Partners LDC, S-C Phoenix Holdings, L.L.C., Winston Partners II LDC and Winston Partners II LLC (collectively, the "Xxxxxxxxx Group") have terminated (the "Prior Agreement"), or the date that all Purchaser --------------- --------------- otherwise amends, or obtains a waiver of, the Prior Agreement which permits the granting of registration rights upon the request of the shares of Xxxxxxx common stock Beneficially Owned by Stockholder, which the Shareholders are eligible for sale under Rule 144 Purchaser hereby agrees to use its commercially reasonable efforts to secure on behalf of the SEC without any volume limitationStockholder, whichever is earlier, subject to upon the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx effect (the registration "Request") of the ------- Stockholder, the Purchaser shall cause to be filed under the Securities Act a registration statement on such form as selected by the Stockholder (with the approval of the Purchaser, which shall not be unreasonably withheld) of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders portion of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such noticeso requested by the Stockholder, Xxxxxxx willand the Purchaser shall take reasonable actions to effect, as soon as practicable, use subject to the reasonable efforts to effect cooperation of the Stockholder, within 120 days after the Request is received from the Stockholders, the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act Act, of all the Registrable Securities which it the Purchaser has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain Stockholder. Whenever the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Purchaser shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for effect a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct Section 9.2(a) which is an underwritten public offering by the Stockholder of Equity Securities (Registrable Securities, holders of securities of the Purchaser who have "piggyback" registration rights may include all or a portion of such securities convertible into Equity Securities) and is advised in writing by its such registration, offering or sale; provided, however, if the managing underwriter of any such public offering shall inform the Purchaser by letter of its belief that the number or type of securities of the Purchaser requested by holders of the securities of the Purchaser other than the Stockholder to be included in such registration would materially and adversely affect the underwritten public offering, then the Purchaser shall include in such registration, to the extent of the number and type of securities which the Purchaser is so advised can be sold in such Public Offering, first, all of the Registrable Securities specified by the Stockholder in the Request and second, for each holder of the Purchaser's securities other than the Stockholder, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Purchaser that such underwritten public offer would, holder proposes to include in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and by (ii) the disclosure required total number of securities proposed to be made pursuant thereto would not be included in such registration by all holders other than the best interest of Xxxxxxx at such timeStockholder.

Requested Registration. Until April 26(a) Subject to the terms and conditions set forth in this Agreement, 2001 or if at any time after the date that all of this Agreement the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx Company shall receive a written request from one any Holder or more Shareholders that Xxxxxxx effect the Holders to file a registration statement under the Securities Act covering the resale registration of all or a part Registrable Securities having an anticipated aggregate offering price of such Shareholders' Registrable Securitiesat least $2,000,000, then Xxxxxxx will, within ten (10) days after receipt thereof, the Company will promptly give written notice of the proposed registration to all other Shareholders of the receipt Holders and include in such registration all Registrable Securities of such request and each such holder may elect by Holders with respect to which the Company receives written notice received by Xxxxxxx requests for inclusion therein within ten (10) days from after the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx will, as soon as practicable, use reasonable efforts . Such written requests shall express the present intention of the Holders to effect offer or cause the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time offering of such Registrable Securities for distribution and Xxxxxxx shall state the intended method of distribution thereof. (b) In the event the Company receives a request pursuant to Section 2(a), the Company shall use its reasonable best efforts to: to cause to be filed and declared effective as soon as reasonably practicable a registration statement, on Form S-3 or such other appropriate registration form under the Securities Act as the Company in its discretion shall determine, providing for the sale of the Registrable Securities requested to be included by each of the Holders that deliver notice to the Company in accordance with Section 2(a). The Company's obligation to use its reasonable best efforts to cause Registrable Securities to be registered in accordance with Section 2(a) is subject to each of the following limitations, conditions and qualifications: (i) cause If the Resale Registration Statement Company shall have filed a registration statement by reason of a request pursuant to Section 2(a) that shall have become effective and remained effective for the period specified in Section 5(a)(ii), then the Company shall not be declared effective by required to effect any additional registration requested pursuant to this Section 2 for a period of 6 months from the SEC as soon as practicable thereafter; and date of the termination of the effectiveness of such prior registration statement. (ii) maintain Except during the 90 day period following the date of this Agreement, the Company shall not be required to effect any registration requested pursuant to Section 2(a) during the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a registration subject to Section 3 hereof, provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. (iii) The Company shall not be required to effect any registration requested pursuant to Section 2(a) after the Company has effected two registrations pursuant to this Section 2, and such registrations have been declared effective under the Securities Act and remained effective for the period specified in Section 5(a)(ii). (iv) Except during the 90 day period following the date of this Agreement, the Company may postpone for a period of 90 days the filing or the effectiveness of the Resale Registration Statement continuously until the earliest of: a registration requested pursuant to Section 2(a) if (A) such registration is demanded within 90 days following the effective date on which of a registration statement filed by the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement Company or (B) the third anniversary Board of Directors of the Company determines in good faith that such registration might have an adverse effect on any plan or proposal by the Company or any of its subsidiaries with respect to any financing, acquisition, recapitalization, reorganization, or other material transaction or that the Company is in possession of material non-public information and disclosure of such information is not in the best interests of the Company; provided, however, that as soon as the conditions permitting such delay no longer exist, the Company shall give notice of that fact to the Initiating Holders and shall proceed with the registration unless the Initiating Holders shall have elected, at any time prior to the close of business on the tenth business day after the Company has so notified the Initiating Holders, to withdraw their request for registration, and such withdrawn request shall not constitute a request hereunder. (v) The Company shall not be required to effect any registration pursuant to Section 2(a) unless such registration relates to Registrable Securities having an anticipated aggregate offering price of at least $2,000,000. In addition, the Company shall not be required to file a registration statement pursuant to this Shareholder Agreement or such lesser time as Section 2 with respect to Registrable Securities that may be permitted under sold by the Holder thereof in a single transaction pursuant to Rule 144 (or any successor or similar provisions) under the Securities Act Act. (c) The Company may, with the consent of the participating Holders, include Shares proposed to enable be sold pursuant to a registration pursuant to Section 2(a) in a firm commitment underwriting. The Company shall have the Shareholders right to select any nationally recognized investment banking firm(s) to underwrite the offering. (d) The Company and, at the Company's election, any other holders of Common Stock with registration rights, may include in any registration requested pursuant to Section 2(a) any shares of Common Stock that it or they shall determine so to include (the "Additional Registrable Securities") and the consent of the Initiating Holders shall not be required with respect thereto; provided, however, that, if, in the opinion of the managing underwriter(s) of such offering, the inclusion in such registration statement of all Additional Registrable Securities would materially interfere with the successful marketing of the Holders' Registrable Securities included in such registration statement, then the number of the Additional Registrable Securities shall be reduced to such number, if any, that, in the opinion of such managing underwriter(s), can be included in such underwriting without such interference with the successful marketing of the Holders' Registrable Securities. (e) As a condition to each Holder's right to include Shares in a registration pursuant to this Section 2 for an underwritten public offering, such Holder shall, if requested by the Company or the managing underwriter(s) in connection with such registration and distribution, (A) agree to sell the Registrable Securities Shares on the basis provided in any underwriting arrangements entered into in connection therewith and (B) complete and execute all questionnaires, powers of attorney, indemnities, underwriting agreements, and other documents that are customary in similar transactions and required under the Securities Act without terms of such registration. Xxxxxxx: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeunderwriting arrangements.

Requested Registration. Until April 26(a) At any time after the Closing Date, 2001 or the date that all Holders holding at least a majority of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject constituting Eligible Securities may deliver to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive Company a written request from one or more Shareholders that Xxxxxxx effect the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act of all or a part of with respect to such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders number of the receipt of Eligible Securities owned by the Holders as shall be specified in such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from a "Registration Request"), including, if specified in the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such noticeRegistration Request, Xxxxxxx will, as soon as practicable, use reasonable efforts to effect the a "shelf" registration statement on Form S-3 and (or if Form S-3 is not then available, Form S-1 or such other form that the Company is eligible to use with respect to the Eligible Securities) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause Act; provided, however, that the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Company shall not be obligated to cause effect any special audit such registration pursuant to this Section 2.1 if the aggregate value on the date of the Registration Request of the Eligible Securities to be undertaken registered thereon is less than $5,000,000. The Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2.1 more than four (4) registration statements at the demand of the Holders. The party (or parties) delivering a Registration Request is hereinafter referred to as the "Requesting Holder." (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in connection accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 business days after notice of the Registration Request has been delivered pursuant to Section 2.2 hereof). The Company shall also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account or for the account of other security holders or both. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder (or the holders of a majority of the shares of Eligible Securities held by all parties comprising the Requesting Holder if more than one party is the Requesting Holder) and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this Section 2.1(b), to the extent that, in the opinion of the underwriter or underwriters (if the method of disposition shall be an underwritten public offering), marketing considerations require the reduction of the number of shares of Common Stock covered by any such registration, the number of shares of Common Stock to be registered and sold pursuant to such registration shall be reduced as follows: (i) first, the number of shares of Common Stock to be registered on behalf of the Company shall be reduced (to zero, if necessary); and (ii) second, the number of shares of Common Stock to be registered on behalf of Persons other than the Holders and their Affiliates, if any, shall be entitled reduced (to postpone for a reasonable period zero, if necessary) pro rata according to the number of time, but not in excess shares of ninety restricted Common Stock held by each; and (90iii) daysthird, the filing number of shares of Eligible Securities to be registered on behalf of the Holders and their Affiliates shall be reduced pro rata according to the number of shares of Eligible Securities held by each. (c) Notwithstanding anything to the contrary contained herein, the exercise by any Holder of any registration statement otherwise required right hereunder with respect to be prepared pursuant shares of Eligible Securities shall not affect or diminish any other rights of such Holder hereunder with respect to this section if Xxxxxxx isany other securities of the Company held by such Holder. (d) In addition to any rights Leaf Mountain may have under clause (a) above, at such timewhile it is the holders of not less than an aggregate of 750,000 shares of the Common Stock (calculated assuming the exercise of all rights, conducting or about options, warrants to conduct an underwritten public offering of Equity Securities (purchase Common Stock or securities convertible into Equity Securitiesor exchangeable for shares of Common Stock), may deliver to the Company, on a single occasion, a Registration Request that the Company file and use its best efforts to cause to become effective, a registration statement under the Securities Act with respect to Eligible Securities comprising not less than 750,000 shares of Common Stock, on the terms and subject to the other conditions applicable to any Registration Request under this Section. Within forty-eight (48) and is advised in writing by its managing underwriter that hours of receipt of such underwritten public offer wouldRegistration Request, in its opinion, be adversely effected by the registration so requested; and (iii) Company shall be entitled provide written notice to postpone all of holders of Series E Preferred Stock of such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeRegistration Request.

Requested Registration. Until April 26, 2001 or At any time after the earlier to occur of (A) the first anniversary of the date that all hereof and (B) the Company's initial public offering of equity securities, so long as no Lock-Up Period is then in effect, upon written request by the Holders of at least 20% of the shares of Xxxxxxx common stock Beneficially Owned by Registrable Securities outstanding at the Shareholders are eligible for sale under Rule 144 time of the SEC without any volume limitation, whichever is earlier, subject request to the following provisions a Shareholder may request Company, that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx the Company effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice(a "Requested Registration"), Xxxxxxx will, as soon as practicable, the Company will use reasonable its best efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all the Registrable Securities which it the Company has been so requested to register covering resales from time to time by the Holders within sixty (60) days after receipt of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: request or within thirty (i30) cause days after receipt of such request if the Resale Registration Statement Company is qualified to be declared effective by file a registration statement on Commission Form S-3 or any successor or similar short-form registration statement (collectively, "Form S-3")); provided, however, that the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Company shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for effect a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared Requested Registration pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten subdivision during the 180 day period immediately following the commencement of the Company's public offering of Equity Securities equity securities or during any Lock-Up Period. The Company must effect an unlimited number of registrations pursuant to this subdivision (a) to the extent such registrations may be effected on Form S-3, but the Company shall not be obligated to effect more than five Requested Registrations in the aggregate for the Holders hereunder other than on Form S-3. The Company shall not be obligated to effect more than one Registration Statement every six months. Subject to subdivision (f), the Company may include in such Requested Registration other securities of the Company for sale, for the Company's account or securities convertible into Equity Securities) for the account of any other person, if and is advised in writing by its to the extent that the managing underwriter determines that the inclusion of such underwritten public offer would, in its opinion, be adversely effected by additional shares will not interfere with the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view orderly sale of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx underwritten securities at such time.a price range acceptable to

Requested Registration. Until April 26, 2001 If Agritope shall be requested by Purchaser or the date that all an affiliated holder of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject Series A Preferred Stock or Eligible Shares to the following provisions effect a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx effect the registration under the Securities 1933 Act of all or a part covering the Eligible Shares, Agritope shall promptly give written notice of such Shareholders' Registrable Securities, then Xxxxxxx will, proposed registration to all persons who purchased Series A Preferred Stock from Agritope. Any holders of Series A Preferred Stock who wish to participate in the offering must respond within ten (10) 10 days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice. Upon such a request, Xxxxxxx will, Agritope shall as soon expeditiously as practicable, possible use reasonable its best efforts to effect the file a registration on Form S-3 and pursuant to Rule 415 statement (the "Resale Registration Statement") under the Securities 1933 Act with respect to the resale of all Registrable Securities Eligible Shares. If the request is made at a time when Agritope is not eligible to use Form S-3, Agritope shall use its best efforts to file the Registration Statement with respect to the Eligible Shares which it Agritope has been so requested to register covering resales from (a) in such request and (b) in any response to such notice received by Agritope, within 60 days after the date by which holders must respond to Agritope's notice. If the request is made at a time when Agritope is eligible to time of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause Form S-3, the Resale Registration Statement shall be filed with respect to be declared effective by the SEC all Eligible Shares as soon expeditiously as practicable thereafter; and (ii) maintain the effectiveness of the Resale is practicable. Agritope shall have an obligation to file a Registration Statement continuously until under this Section 5.2 only once, except that if the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) filed is not on Form S-3, and is not filed with respect to all Eligible Shares, Agritope shall have an obligation to file a Registration Statement on Form S-3 with respect to the third anniversary of remaining Eligible Shares if a later request is made under this Shareholder Agreement or such lesser section at a time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be when Agritope is entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeuse Form S-3.

Requested Registration. Until April 26, 2001 or the date that all (a) At any time following an initial public offering of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible Common Stock, or any security issued in exchange for sale under Rule 144 or as replacement of the SEC without any volume limitation, whichever is earlier, subject Common Stock pursuant to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx effect the registration under the Securities Act of (the "IPO"), if the Company shall receive from an Initiating Holder a written request that the Company effect any registration with respect to all or a part of such Shareholders' the Registrable Securities, then Xxxxxxx the Company will: (i) promptly give written notice of the proposed registration, within ten (10) days after receipt thereof, give notice qualification or compliance to all other Shareholders Holders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt and all Inside Holders of such notice, Xxxxxxx will, Registrable Inside Securities; and (ii) as soon as practicable, use reasonable its diligent best efforts to effect such registration (including, without limitation, the registration on Form S-3 execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and pursuant to Rule 415 (the "Resale Registration Statement") appropriate compliance with applicable regulations issued under the Securities Act Act) as may be so requested and as would permit or facilitate the sale and distribution of all Registrable Securities which it has been so requested to register covering resales from time to time or such portion of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement are specified in such request, together with all or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell portion of the Registrable Securities and Registrable Inside Securities of any Holders or Inside Holders joining in such request as are specified in a written request received by the Company within 10 business days after written notice from the Company is given under Section 3.2(a)(i) above; provided that the Securities Act without such registration. Xxxxxxx: (i) Company shall not be obligated to cause effect, or take any special audit action to effect, any such registration pursuant to this Section 3.2: A. 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 Securities Act or applicable rules or regulations thereunder; B. After the Company has effected three (3) such registrations pursuant to this Section 3.2 and such registrations have been declared or ordered effective and the sales of such Registrable Securities shall have closed; or C. If the Registrable Securities and Registrable Inside Securities requested by all Holders and Inside Holders to be undertaken registered pursuant to such request have an anticipated aggregate public offering price (before any underwriting discounts and commissions) (the "Aggregate Offering Price") of less than $5,000,000. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 3.2(b) below, include other securities of the Company or securities which are held by Persons who, by virtue of agreements with the Company, are entitled to include their securities in connection with any such registration; (ii) . The registration rights set forth in this Section 3 shall be entitled assignable, in whole or in part, to postpone for any transferee of Common Stock (who shall be bound by all obligations of this Section 3). (b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a reasonable period part of timetheir request made pursuant to Section 3.2. If holders of securities of the Company other than Registrable Securities who are entitled, but not by contract with the Company or otherwise, to have securities included in excess of ninety such a registration (90the "Other Shareholders") daysrequest such inclusion, the filing Holders shall offer to include the securities of any registration statement otherwise required such Other Shareholders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 3. The Holders and Inside Holders whose shares are to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised included in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required Company shall (together with all Other Shareholders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters selected for such underwriting by the Initiating Holders and reasonably acceptable to the Company. Notwithstanding any other provision of this Section 3.2, if the representative advises the Holders in writing that marketing factors require a limitation on the number of shares to be made pursuant thereto would not underwritten, the securities of the Company held by Other Shareholders, other than the Inside Holders, shall be excluded from such registration to the extent so required by such limitation. If, after the exclusion of such shares, further reductions are still required, the number of shares included in the best interest registration by each Inside Holder shall be reduced on a pro rata basis (based on the number of Xxxxxxx at shares held by such timeInside Holder) by such minimum number of shares as is necessary to comply with such request. If, after the exclusion of such shares, further reductions are still required, the number of shares included in the registration by each Holder shall be reduced on a pro rata basis (based on the number of shares held by such Holder), by such minimum number of shares as is necessary to comply with such request. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. If any of the Holders or any Other Shareholder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw therefrom by written notice to the Company, the underwriter and the Initiating Holders. The securities so withdrawn shall also be withdrawn from registration. If the underwriter has not limited the number of Registrable Securities to be underwritten, the Company may include its securities for its own account in such registration if the representative so agrees and if the number of Registrable Securities and Registrable Inside Securities which would otherwise have been included in such registration and underwriting will not thereby be limited.

Requested Registration. Until April 26(a) At any time beginning six (6) months after an Initial Public Offering, 2001 or an Investor (the date that all "Initiating Holder") may by notice in writing to the Company (which notice shall specify the number of the shares of Xxxxxxx common stock Beneficially Owned by Registrable Stock proposed to be sold and the Shareholders are eligible for sale under Rule 144 intended method of disposition thereof) request the SEC without any volume limitation, whichever is earlier, subject Company to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx effect the registration under the Securities Act of all or any portion of shares of Registrable Stock held by such Initiating Holder or Investors for sale in the manner specified in such notice. Notwithstanding anything to the contrary contained herein, the Company shall not be required to seek to cause a part Registration Statement to become effective pursuant to this Section 3.2: (A) within a period of 90 days after the effective date of any Registration Statement (other than a Registration Statement on Forms X-0, X-0 or any successors thereto), provided that the Company shall use its reasonable best efforts to cause a registration requested hereunder to be declared effective promptly following such Shareholders' Registrable Securitiesperiod if such request is made during such period; or (B) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board it would be materially detrimental to the Company or its stockholders for a Registration Statement to be filed at such time, or that it would require disclosure of material non-public information relating to the Company which, in the reasonable opinion of the Board, should not be disclosed, then Xxxxxxx willthe Company's obligation to use all reasonable efforts to register, within ten qualify or comply under this Section 3.2 shall be deferred for a period not to exceed ninety (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (1090) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of written request from such noticeHolders; provided, Xxxxxxx willhowever, as soon as practicablethat the Company may not utilize this deferral right more than once in any twelve-month period. (b) Following receipt of any notice given under this Section 3 by the Initiating Holders, the Company shall promptly notify in writing all Investors that such registration is to be effected and, subject to the provisions of the last sentence of Section 3.2(a), shall use its best reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") register under the Securities Act Act, for public sale in accordance with the method of disposition specified in such notice from such requesting Investors, the number of shares of Registrable Stock specified in such notice (and in all notices received by the Company pursuant hereto). Investors, other than the Initiating Holders, shall notify the Company of their desire to participate in the Registration within twenty (20) days of the Company's notice to them. The Company shall be obligated to register Registrable Stock pursuant to Section 3.2(a) on two (2) occasions only, provided, however, that such obligation shall be deemed satisfied only when a Registration Statement covering all shares of Registrable Stock specified in notices received as aforesaid and which have not been withdrawn by the Holder thereof, for sale in accordance with the method of disposition specified by the Initiating Holders, shall have become effective, except as set forth in the next sentence. A registration which does not become effective after the Company has filed a Registration Statement with respect thereto solely by reason of the refusal of the Initiating Holders to proceed shall be deemed to have been effected by the Company at the request of such Initiating Holders and the Company shall be deemed to have satisfied one of its two obligations under this Section 3.2(a), unless the registration was withdrawn at the request of the Holders of a majority of the Registrable Stock to be sold in such offering upon learning of a material adverse change in the condition, business or prospects of the Company (other than a change in market demand for its securities or in the market price thereof) from that known to such Holders at the time of their request (or of which the Company advised them in writing within 20 days thereafter) that makes the proposed offering unreasonable in the good faith judgment of a majority in interest of such Holders. (c) If the Registration Statement is to cover an underwritten distribution and in the good faith judgment of the managing underwriter of such public offering the inclusion of all of the Registrable Securities which it has been so Stock requested for inclusion pursuant to register covering resales from time this Section 3 would interfere with the successful marketing of a smaller number of shares to time be offered, then the number of shares of Registrable Stock to be included in the Offering shall be reduced to the required level with the participation in such offering to be reduced to the required level, as follows, unless otherwise determined by a majority in interest of the Holders: first, by reducing (down to zero, if necessary) on a pro rata basis the participation of any Persons who are not Holders and second, by reducing on a pro-rata basis the participation of other Holders requesting such registration; such pro rata basis to be calculated based upon the number of shares of Registrable Securities and Xxxxxxx Stock owned by any such Holders or on the number of shares of Stock owned by such Persons, as the case may be. The Company shall use its reasonable best efforts to: be entitled to include in any Registration Statement referred to in this Section 3.2(a), for sale in accordance with the method of disposition specified by the Initiating Holders, (i) cause shares of Stock for the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; Company's own account and (ii) maintain the effectiveness securities to be sold by stockholders of the Resale Registration Statement continuously until Company other than the earliest of: (A) holders of Registrable Stock to the date on which extent all Registrable Stock set forth in such notice are covered by such registration, except as and to the Shareholders no longer hold Registrable Securities registered under extent that, in the Resale Registration Statement or (B) opinion of the third anniversary managing underwriter, if any, such inclusion would adversely affect the marketing of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) shall not be obligated to cause any special audit Stock to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timesold.

Requested Registration. Until April 26(a) If, 2001 or at any time after the date that all which is the second anniversary of the shares Closing Date, the Company shall receive from holders of Xxxxxxx common stock Beneficially Owned by Series A Registrable Securities or Purchased Shares representing, in the Shareholders are eligible for sale under Rule 144 aggregate, at least 50% of the SEC without any volume limitationSeries A Registrable Securities (which calculation shall include all Series A Registrable Securities then outstanding and all Series A Registrable Securities into which all Purchased Shares then outstanding may be converted), whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders (which shall specify whether the distribution will be made by means of an underwriting) that Xxxxxxx the Company effect the a registration under the Securities Act of (a "Demand Notice") with respect to all or a part of such Shareholders' the Series A Registrable Securities, then Xxxxxxx willwhich Demand Notice shall request registration of not less than 1,000,000 shares of Common Stock, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx Company will, as soon as practicable, use reasonable its best efforts to effect such registration under the registration on Form S-3 and Securities Act (which shall be a "shelf" Registration Statement pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act (or a successor provision), if so requested by the Holders of all a majority of the Series A Registrable Securities specified in the Demand Notice and if the Company is eligible therefor at such time) as may be so requested and as would permit or facilitate the sale and distribution of the Series A Registrable Securities as are specified in such request. After the Company has effected two (2) such registrations pursuant to this Section 9.1(a), the related Registration Statements have been declared effective and the distribution contemplated thereunder completed, the Company shall have no further obligation under this Section 9.1(a). (b) If, at any time after the date which it is the second anniversary of the Closing Date, the Company shall receive from holders of Series B Registrable Securities or Option Shares representing, in the aggregate, at least 50% of the Series B Registrable Securities (which calculation shall include all Series B Registrable Securities then outstanding and all Series B Registrable Securities into which all Option Shares then outstanding may be converted), a Demand Notice with respect to all or a part of the Series B Registrable Securities, which Demand Notice shall request registration of not less than 1,000,000 shares of Common Stock, the Company will, as soon as practicable, use its best efforts to effect such registration under the Securities Act (which shall be a "shelf" Registration Statement pursuant to Rule 415 under the Securities Act (or a successor provision), if so requested by the Holders of a majority of the shares specified in the Demand Notice and if the Company is eligible therefor at such time) as may be so requested and as would permit or facilitate the sale and distribution of the Series B Registrable Securities as are specified in such request. After the Company has effected one (1) such registration pursuant to this Section 9.1(b), the related Registration Statement has been so requested declared effective and the distribution contemplated thereunder completed, the Company shall have no further obligation under this Section 9.1(b). (c) Notwithstanding any other provision of this Section 9.1, if the Company shall furnish to register covering resales from time Holders who have elected to time exercise their rights under Sections 9.1(a) or 9.1(b) (each, an "Exercising Holder") a certificate signed by the President or the Chief Executive Officer of such Registrable Securities the Company stating that, in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale stockholders for a Registration Statement to be declared effective by filed pursuant to Section 9.1(a) or 9.1(b), as the SEC as soon as practicable thereafter; case may be, and (ii) maintain it is therefore desirable and in the effectiveness best interests of the Resale Registration Statement continuously until Company to defer the earliest of: (A) filing of such registration statement, then the date on Company shall have the right to defer such filing for a period of time after receipt of such request; provided, however, that the Company may not make such a request more than twice in any 12-month period and the aggregate period of time during which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or Company may defer such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) filing shall not be obligated exceed 90 days. (d) If the Company or any stockholder, other than an Exercising Holder, wishes to cause offer any special audit to be undertaken of its securities in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared initiated pursuant to this section if Xxxxxxx isSection 9.1 other than pursuant to any "piggy back" or other similar registration rights granted by the Company prior to the date hereof, at no such time, conducting securities may be offered by the Company or about to conduct an underwritten public offering such other stockholder without the consent of Equity the Holders of a majority of the Series A Registrable Securities and Series B Registrable Securities (either referred to herein as "Registrable Securities") specified in the Demand Notice related to such offering. (e) In connection with any underwritten offering pursuant to this Section 9.1, Exercising Holders shall have the right to select the underwriter or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer wouldunderwriters, in its opinion, be adversely effected by the registration so requested; and (iii) which shall be entitled a nationally recognized investment banking firm or firms reasonably acceptable to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeCompany.

Requested Registration. Until April 26If, 2001 (x) following the 180 days ---------------------- after the closing of a Qualified IPO, the Company receives from either the Silverado Initiating Holders or the date that all of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive TPG Initiating Holders a written request from one or more Shareholders that Xxxxxxx the Company effect the a registration under the Securities Act (provided that as to the Silverado Initiating Holders there shall be no more than one such registration statement in any one year) or (y) at any time after the Company has a class of all equity securities registered under Section 12 of the Exchange Act, the Company receives from the New York Life Initiating Holders or the Crescent Initiating Holders a part written request to effect a registration under the Securities Act, the Company will: (a) promptly give written notice of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice the proposed registration to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten Holders; and (10b) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx will, as soon as practicable, use its reasonable best efforts to effect such registration (including, without limitation, the registration on Form S-3 execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws, and pursuant to Rule 415 (the "Resale Registration Statement") appropriate compliance with applicable regulations issued under the Securities Act Act) as may be so requested and as would permit or facilitate the sale and distribution of all Registrable Securities which it has been so requested to register covering resales from time to time or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company provided that (x) the New York Life Initiating Holders and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement Crescent Initiating Holders are each entitled to two registrations pursuant to this Section 4.1, no more than one of which may be declared effective by the SEC as soon as practicable thereaftereffected in any given 12-month period; and (iiy) maintain that the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Company shall not be obligated to cause take any special audit action to be undertaken in connection with effect any such registration; , qualification, or compliance pursuant to this Section 4.1: (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 Securities Act; (ii) shall be entitled to postpone for a reasonable During the period of time, but not in excess 180 days following the effective date of ninety (90) days, the filing of any registration statement otherwise required pertaining to be prepared a registered public offering of securities of the Company for cash for its own account (other than a registration relating solely to a Commission Rule 145 transaction or a registration relating solely to employee benefit plans); or (iii) With respect to the Silverado Initiating Holders, after the Company has effected two registrations on behalf of the Silverado Initiating Holders requesting registration pursuant to this section if Xxxxxxx isSection 4.1 and such registrations have been declared effective, at with respect to the New York Life Initiating Holders, after the Company has effected two registrations on behalf of the New York Life Initiating Holders requesting registrations pursuant to Section 4.1 and such timeregistrations have been declared effective (subject to paragraph (f)), conducting or about and, with respect to conduct an underwritten public offering the Crescent Initiating Holders, after the Company has effected two registrations on behalf of Equity Securities the Crescent Initiating Holders requesting registrations pursuant to Section 4.1 and such registrations have been declared effective (or securities convertible into Equity Securitiessubject to paragraph (f)). Subject to the foregoing clauses (i) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and through (iii) and to Section 4.1(d), the Company shall file a registration statement covering the Registrable Securities so requested to be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view registered as soon as practicable after receipt of the advisability request of deferring public disclosure the Silverado Initiating Holders, the TPG Initiating Holders, the New York Life Initiating Holders or the Crescent Initiating Holders, and in no event later than 90 days after receipt of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timerequest.

Requested Registration. Until April 26(a) At such time as the Purchaser's obligations to register shares set forth in that certain registration rights agreement dated as of July 31, 2001 1996 between the Purchaser and Quantum Industrial Partners LDC, S-C Phoenix Holdings, L.L.C., Winston Partners II LDC and Winston Partners II LLC (collectively, the "CHATERJEE GROUP") have terminaxxx (xxx "PRIOR AGREEMENT"), or the date that all Purchaser otherwise amends, or obtains a waiver of, the Prior Agreement which permits the granting of registration rights upon the request of the shares of Xxxxxxx common stock Beneficially Owned by Stockholder, which the Shareholders are eligible for sale under Rule 144 Purchaser hereby agrees to use its commercially reasonable efforts to secure on behalf of the SEC without any volume limitationStockholder, whichever is earlier, subject to upon the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx effect (the registration "REQUEST") of the Stockholder, the Purchaser shall cause to be filed under the Securities Act a registration statement on such form as selected by the Stockholder (with the approval of the Purchaser, which shall not be unreasonably withheld) of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders portion of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such noticeso requested by the Stockholder, Xxxxxxx willand the Purchaser shall take reasonable actions to effect, as soon as practicable, use subject to the reasonable efforts to effect cooperation of the Stockholder, within 120 days after the Request is received from the Stockholders, the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act Act, of all the Registrable Securities which it the Purchaser has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain Stockholder. Whenever the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Purchaser shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for effect a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct Section 9.2(a) which is an underwritten public offering by the Stockholder of Equity Securities (Registrable Securities, holders of securities of the Purchaser who have "piggyback" registration rights may include all or a portion of such securities convertible into Equity Securities) and is advised in writing by its such registration, offering or sale; PROVIDED, HOWEVER, if the managing underwriter of any such public offering shall inform the Purchaser by letter of its belief that the number or type of securities of the Purchaser requested by holders of the securities of the Purchaser other than the Stockholder to be included in such registration would materially and adversely affect the underwritten public offering, then the Purchaser shall include in such registration, to the extent of the number and type of securities which the Purchaser is so advised can be sold in such Public Offering, first, all of the Registrable Securities specified by the Stockholder in the Request and second, for each holder of the Purchaser's securities other than the Stockholder, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Purchaser that such underwritten public offer would, holder proposes to include in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and by (ii) the disclosure required total number of securities proposed to be made pursuant thereto would not be included in such registration by all holders other than the best interest of Xxxxxxx at such timeStockholder.

Requested Registration. Until April 26Prior to such time as the Company has ---------------------- effected two (2) registrations pursuant to this Section 3.1 and such registrations have been declared or ordered effective, 2001 or if the date that all of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx Company shall receive from Initiating Holders a written request from that the Company effect any registration (other than a registration on Form S-3 or any related form of registration statement) with respect to Registrable Securities having an anticipated aggregate offering price to the public of at least one million dollars ($1,000,000), the Company will: (a) promptly give written notice of the proposed registration to all other Holders; and (b) as soon as practicable but in any event within one hundred twenty (120) days, use its diligent best efforts to effect such registration (including, without limitation, the execution of an undertaking to file post- effective amendments, appropriate qualification under applicable blue sky or more Shareholders that Xxxxxxx effect the registration other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act Act) as may be so requested and as would permit or facilitate the sale and distribution of all or a part such portion of such Shareholders' Registrable SecuritiesSecurities as are specified in such request, then Xxxxxxx will, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such request as are specified in a written request given within ten fifteen (1015) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of Company; provided that the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx will, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Company shall not be obligated to cause take any special audit action to be undertaken in connection with effect any such registration; , qualification or compliance pursuant to this Section 3.1: (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 com pliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) shall be entitled Prior to postpone for a reasonable period the earlier of time, but not in excess two (2) years after the date of ninety this Agreement or three (903) days, months following closing of the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an first underwritten public offering of Equity common stock of the Company for its own account pursuant to a registration statement filed under to the Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requestedAct; and or (iii) shall be entitled If at the time of the request to postpone such requested registration for up to ninety register Registrable Securities the Company in good faith gives notice within thirty (9030) days if Xxxxxxx determines, in view of such request that it is engaged or has fixed plans to engage within sixty (60) days of the advisability time of deferring the request in an initial firmly underwritten registered public disclosure of material corporate developments or other informationoffering; provided, however, that such notice may not be given more than once in any six (6) month period. Subject to the foregoing clauses (i) through (iii) and to Section 3.1(d), the Company shall file a registration and statement covering the disclosure required Registrable Securities so requested to be made pursuant thereto would not be in registered as soon as practicable after receipt of the best interest request of Xxxxxxx at such timethe Initiating Holders.

Requested Registration. Until April 26(i) Request for Registration. If TSII shall receive from an Initiating Holder, 2001 or no sooner that two years following the date that all completion of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitationInitial Public Offering, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx TSII effect the any registration under the Securities Act of with respect to all or a part of such Shareholders' the Registrable Securities, then Xxxxxxx TSII will: (A) promptly give written notice of the proposed registration, within ten (10) days after receipt thereof, give notice qualification or compliance to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten Holders; and (10B) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx will, as soon as practicable, use reasonable its diligent best efforts to effect such registration (including, without limitation, the registration on Form S-3 execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and pursuant to Rule 415 (the "Resale Registration Statement") appropriate compliance with applicable regulations issued under the Securities Act Act) as may be so requested and as would permit or facilitate the sale and distribution as soon as is practicable of all Registrable Securities which it has been so requested to register covering resales from time to time or such portion of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness are specified in such request, together with all or such portion of the Resale Registration Statement continuously until the earliest of: Registrable Securities of any Holder or Holders joining in such request as are specified in a written request received by TSII within 10 business days after written notice from TSII is given under Section 2(i) (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) above; provided that TSII shall not be obligated to cause effect, or take any special audit action to effect, any such registration pursuant to this Section 2: (x) In any particular jurisdiction in which TSII would be required to execute a general consent to service of process in effecting such registration, qualification or compliance, unless TSII is already subject to service in such jurisdiction and except as may be required by the Act or applicable rules or regulations thereunder; (y) After TSII has effected three (3) such registrations pursuant to this Section 2 and such registrations have been declared or ordered effective and the sales of such Registrable Securities shall have closed; or (z) If the Registrable Securities requested by all Holders to be undertaken registered pursuant to such request do not have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $[10,000,000]. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Section 2(ii) below, include other securities of TSII which are held by officers or directors of TSII, or which are held by persons who, by virtue of agreements with TSII are entitled to include their securities in connection with any such registration; (ii) , but TSII shall have no absolute right to include any of its securities in any such registration. The registration rights set forth in this Section 2 shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer wouldassignable, in its opinionwhole or in part, be adversely effected by the registration so requested; and to any transferee of Common Stock (iii) who shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view bound by all obligations of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timethis Section 2).

Requested Registration. Until April 26(a) If the Company shall receive at any time after the earlier of (i) March 30, 2001 1999, or (ii) one hundred eighty (180) days after the effective date that all of the shares first registration statement for a public offering of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 securities of the SEC without any volume limitation, whichever is earlier, subject Company (the "INITIAL PUBLIC OFFERING") (other than a registration statement relating either to the following provisions sale of securities to employees of the Company pursuant to a Shareholder may request that Xxxxxxx register all stock option, stock purchase or a portion of his Registrable Securities. If Xxxxxxx shall receive similar plan or to an SEC Rule 145 transaction), a written request from one or more Shareholders the Holders of at least forty percent (40%) of the Registrable Securities then outstanding that Xxxxxxx effect the Company file a registration statement under the Securities Act for the sale of all or a part Registrable Securities for an aggregate public offering price of such Shareholders' Registrable Securitiesat least ten million dollars ($10,000,000), then Xxxxxxx will, the Company shall notify within ten (10) days after of receipt thereof, give notice to in writing, all other Shareholders Holders of the receipt Registrable Securities of such request request, and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx shall use its best efforts to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx will, effect as soon as practicable, use reasonable efforts to effect practicable the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested the Holders request to register covering resales from time to time be registered within twenty (20) days of the mailing of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective notice by the SEC as soon as practicable thereafter; and Company in accordance with Section 5.5. (iib) maintain If the effectiveness of Holders initiating the Resale Registration Statement continuously until the earliest of: registration request hereunder (A"INITIATING HOLDERS") the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act intend to enable the Shareholders to sell distribute the Registrable Securities under covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 and the Company shall include such information in the written notice referred to in subsection 2.2(a). In such event, the right of any Holder to include his Registrable Securities Act without in such registrationregistration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. Xxxxxxx: All Holders proposing to distribute their Registrable Securities through such underwriting shall (itogether with the Company as provided in subsection 2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 2.2, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (c) The Company is obligated to cause any special audit to be undertaken in connection with any effect only two (2) such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared registrations pursuant to this section Section 2.2. (d) Notwithstanding the foregoing, if Xxxxxxx isthe Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.2, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company for such registration so requested; and statement to be filed, the Company shall have the right to defer such filing for a period of not more than one hundred eighty (iii) shall be entitled to postpone such requested registration for up to ninety (90180) days if Xxxxxxx determines, in view after receipt of the advisability request of deferring public disclosure of material corporate developments or other informationthe Initiating Holders; provided, however, that such registration and the disclosure required to be made pursuant thereto would Company may not be utilize this right more than once in the best interest of Xxxxxxx at such timeany twelve (12) month period.

Requested Registration. Until April 26, 2001 or (a) At any time after the date that all third anniversary of the shares Closing Date, each of Xxxxxxx common stock Beneficially Owned Gellein and Xxxxx shall have the right to require the Company, by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx (the "Demand Request"), to effect an Underwritten Registration with respect to Registrable Shares owned by such individuals, if any, and their respective Affiliates. The Company will give prompt written notice (the "Notice of Demand Request") of such demand for an Underwritten Registration to all Holders and thereupon the Company shall, as expeditiously as reasonably practicable, file a Registration Statement relating to the registration under the Securities Act of all or a part of such Shareholders' the Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of Shares which the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx will, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it Company has been so requested to register covering resales from time by the demanding Holder and all other Registrable Shares as to time which Holders (other than the demanding Holder) shall have made a written request to the Company for registration thereof within 30 days after the Notice of Demand Request, all to the extent necessary to permit the sale or other disposition in an Underwritten Offering by such Holders of the Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: Shares to be so registered; provided; however, that (i) cause if such registration is -------- ------- a Cutback Registration, the Resale Company shall register in such registration (A) first, the Registrable Shares proposed to be sold by Gellein and Xxxxx and their respective Affiliates on a pro rata basis, based upon the number of Registrable --- ---- Shares that each such party and their Affiliates originally sought to include in such registration and (B) second, the Registrable Shares proposed to be sold by each of the Holders and their respective Affiliates, other than Gellein and Xxxxx and their respective Affiliates, on a pro rata basis, based upon the number of --- ---- Registrable Shares that each such party and their respective Affiliates originally sought to include in such registration; and (ii) that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 4(a) (A) within 90 days (or such other date as may be agreed between the Company, the Holders, and the managing underwriter of an Underwritten Offering of Registrable Shares) immediately following the effective date of any Registration Statement pertaining to such an Underwritten Offering; (B) if a Requested Registration has become effective under the Securities Act within the past 360 days; or (C) if the demanding Holder has requested the registration of a number of Registrable Shares which is less than 5% of the outstanding Common Stock or greater than 15% of the outstanding Common Stock, in each case set forth in the Company's Quarterly Report on Form 10-Q (or any successor form) for the Company's most recently completed fiscal quarter prior to the Company's receipt of the Demand Request. (b) The Company agrees to keep each Registration Statement filed pursuant to this Section 3 continuously effective and usable for the resale of Registrable Shares for a period of up to 90 days or until all Registrable Shares included in such Registration Statement have completed the distribution described in the Registration Statement relating thereto, whichever first occurs (the "Demand Effectiveness Period"), provided, however, that during such 90-day -------- ------- period the Company may give notice to all such Holders that the Registration Statement or the prospectus included therein is no longer usable for offers and sales of Registrable Shares, in which case the 90-day period will be tolled until such time as each such Holder and the managing underwriter of such Underwritten Offering either receives copies of a supplemented or amended prospectus or is advised in writing by the Company that use of the prospectus may be resumed (it being understood that in such case the Company shall promptly comply with its obligations under Section 6(a)). (c) The Company, if eligible to do so, shall file a Registration Statement covering the Registrable Shares so requested to be registered on Form S-2 or S-3 or any similar short-form registration under the Securities Act as soon as reasonably practicable after the receipt of the Demand Request; provided, however, that if the managing underwriter of such Underwritten -------- ------- Offering shall advise the Company in writing that, in its opinion, the use of another form of Registration Statement is of material importance to the success of such proposed Underwritten Offering, then such Underwritten Registration shall be effected on such other form. (d) Each of Gellein and Xxxxx shall be entitled to two Requested Registrations. Notwithstanding anything contained in this Section 3, if (x) the SEC has issued a stop-order as a result of actions taken by a demanding Holder or (y) a demanding Holder gives notice (the "Delaying Notice"), at any time prior to the time the Registration Statement is declared effective or prior to the last day of Demand Effectiveness Period, that such demanding Holder desires the Company to either withdraw the Registration Statement with the SEC, if the Registration Statement has been filed with the SEC, or postpone filing the Registration Statement, if the Registration Statement has not been filed with the SEC and the Company is immediately able to file the Registration Statement, then, in the case of clause (x) herein, the issuance of the stop-order, or, in the case of clause (y) herein, the Delaying Notice, shall reduce by one the number of Requested Registrations to which such demanding Holder is entitled. (e) An Underwritten Registration requested pursuant to this Section 3 shall not be deemed to have been effected unless the Registration Statement relating thereto and any post-effective amendment required to commence the Underwritten Offering contemplated thereby has been declared effective by the SEC as soon as practicable thereafter; and maintained continuously effective for the Demand Effectiveness Period. (iif) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing The right of any Holder to registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx isSection 3 shall be conditioned upon inclusion of the Registrable Shares held by the Holder in the underwriting and the Holder entering into an underwriting agreement, at in a form reasonably acceptable to the Company, with the underwriter or underwriters selected for such time, conducting or about underwriting by the demanding Holder which are reasonably satisfactory to conduct the Company. The Company shall enter an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its underwriting agreement with a managing underwriter that such underwritten public offer wouldor underwriters of an Underwritten Offering containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the agreements contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, selling holders. The Company may include securities for its opinion, be adversely effected by own account or the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, account of any other Person in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration if the managing underwriter so agrees and the disclosure required to be made pursuant thereto if so doing would not be in the best interest of Xxxxxxx at make such timeregistration a Cutback Registration.

Requested Registration. Until April 26(a) At any time after the Closing Date, 2001 Holders holding at least a majority of the shares constituting Eligible Securities may deliver to the Company a written request that the Company file and use its best efforts to cause to become effective a registration statement under the Securities Act with respect to such number of the Eligible Securities owned by the Holders as shall be specified in such request (a "Registration Request"), including, if specified in the Registration Request, a "shelf" registration statement on Form S-3 (or if Form S-3 is not then available, Form S-1 or such other form that the Company is eligible to use with respect to the Eligible Securities) for an offering to be made on a delayed or continuous basis pursuant to Rule 415 under the Securities Act; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section 2.1 if the aggregate value on the date of the Registration Request of the Eligible Securities to be registered thereon is less than $5,000,000. The Company shall not be required to file and use its best efforts to cause to become effective, pursuant to a Registration Request under this Section 2.1 more than four (4) registration statements at the demand of the Holders. The party (or parties) delivering a Registration Request is hereinafter referred to as the "Requesting Holder." (b) As soon as practicable following the receipt of a Registration Request, the Company will use its best efforts to register under the Securities Act, for public sale in accordance with the method of disposition specified in such Registration Request, the number of shares of Eligible Securities specified in such Registration Request (and the number of Eligible Securities specified in all notices received from Holders within 20 business days after notice of the Registration Request delivered pursuant to Section 2.2 hereof). The Company shall also be entitled to include in any registration statement filed pursuant to a Registration Request, for sale in accordance with the method of disposition specified in such Registration Request, such number of shares of Common Stock as the Company shall desire to sell for its own account or for the account of other security holders or both. If the method of sale designated is an underwritten public offering, the managing underwriter or underwriters must be reasonably acceptable to both the Requesting Holder (or the date that all holders of a majority of the shares of Xxxxxxx common stock Beneficially Owned Eligible Securities held by all parties comprising the Shareholders are eligible for sale under Rule 144 Requesting Holder if more than one party is the Requesting Holder) and the Company, which acceptance shall not be unreasonably withheld. Notwithstanding the foregoing provisions of this Section 2.1(b), to the extent that, in the opinion of the SEC without any volume limitationunderwriter or underwriters (if the method of disposition shall be an underwritten public offering), whichever is earlier, subject to marketing considerations require the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders reduction of the receipt number of such request and each such holder may elect shares of Common Stock covered by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in any such registration. Upon receipt , the number of such notice, Xxxxxxx will, as soon as practicable, use reasonable efforts shares of Common Stock to effect the registration on Form S-3 be registered and sold pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx registration shall use its reasonable best efforts tobe reduced as follows: (i) cause first, the Resale Registration Statement number of shares of Common Stock to be declared effective by registered on behalf of the SEC as soon as practicable thereafterCompany shall be reduced (to zero, if necessary); and (ii) maintain second, the effectiveness number of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary shares of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) shall not be obligated to cause any special audit Common Stock to be undertaken in connection with any such registration; (ii) registered on behalf of Persons other than the Holders and their Affiliates, if any, shall be entitled reduced (to postpone for a reasonable period zero, if necessary) pro rata according to the number of time, but not in excess shares of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing restricted Common Stock held by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requestedeach; and (iii) third, the number of shares of Eligible Securities to be registered on behalf of the Holders and their Affiliates shall be entitled reduced pro rata according to postpone the number of shares of Eligible Securities held by each. (c) Notwithstanding anything to the contrary contained herein, the exercise by any Holder of any right hereunder with respect to shares of Eligible Securities shall not effect or diminish any other rights of such requested registration for up Holder hereunder with respect to ninety (90) days if Xxxxxxx determines, in view any other securities of the advisability of deferring public disclosure of material corporate developments or other information, that Company held by such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeHolder.

Requested Registration. Until April 26(a) If the Company shall receive at any time after the earlier to occur of December 31, 2001 or 2002 and one hundred eighty (180) days after the effective date that all of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitationCompany's initial public offering, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders the Holders of forty percent (40%) of the Registrable Securities then outstanding that Xxxxxxx effect the Company file a registration statement under the Securities Act of all or a part of such Shareholders' covering Registrable SecuritiesSecurities then outstanding, then Xxxxxxx willthe Company shall, within ten (10) days after of the receipt thereof, give written notice of such request to all other Shareholders Holders and shall, subject to the limitations of this Section 3.2, effect as soon as practicable, and in any event within ninety (90) days of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such noticerequest, Xxxxxxx will, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so the Holders requested to register covering resales from time to time be registered within twenty (20) days of the giving of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective notice by the SEC as soon as practicable thereafterCompany in accordance with Section 5.6 hereof; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell provided, however, that the Registrable Securities under requested by all Holders to be registered pursuant to such request must have an anticipated aggregate public offering price (before any underwriting discounts and commissions) of not less than $10,000,000. (b) If the Holders initiating the registration request hereunder (the "INITIATING Holders") intend to distribute the Registrable Securities Act without covered by their request by means of an underwriting they shall so advise the Company as a part of their request made pursuant to this Section 3.2 and the Company shall include such registrationinformation in the written notice referred to in Subsection 3.2(a) hereof. Xxxxxxx: In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (iunless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall not (together with the Company as provided in Subsection 3.4(e) hereof) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section 3.2, if the underwriter advises the Initiating Holders in writing that it requires a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder. (c) The Company is obligated to cause any special audit effect only two (2) such registrations pursuant to this Section 3.2. (d) Notwithstanding the foregoing, if the Company shall furnish to Holders requesting a registration pursuant to this Section 3.2, a certificate signed by the president of the Company stating that in the good faith judgment of the board of directors of the Company (the "BOARD OF DIRECTORS"), it would be materially detrimental to the Company and its stockholders for such registration statement to be undertaken in connection with any such registration; (ii) shall be entitled filed and it is therefore reasonable to postpone for a reasonable period of time, but not in excess of ninety (90) days, defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than one hundred twenty (120) days after receipt of the request of the Initiating Holders; provided, however, that the Company may not utilize this right more than once in any registration statement otherwise required twelve (12) month period. (e) If at the time of the request to be prepared register Registrable Securities the Company gives notice within thirty (30) days of such request that it intends to initiate a firm underwritten registered initial public offering within forty-five (45) days of the time of the request, in which offering the Holders may include Registrable Securities pursuant to this section if Xxxxxxx isSections 3.2 or 3.3 hereof, at then the Company shall have the right to defer such time, conducting or about to conduct an underwritten public offering of Equity Securities filing provided that it makes such filing within such forty-five (or securities convertible into Equity Securities45) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeday period.

Requested Registration. Until April 26At any time after February 1, 2001 or 2001, and before February 1, 2011, upon written request by the date that all Holders of the shares minimum number of Xxxxxxx common stock Beneficially Owned by Registrable Securities stated below that the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx Company effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included (a "Requested Registration"), the Company will use its best efforts, consistent with practices customary in such registration. Upon receipt agreements of such noticethis nature, Xxxxxxx will, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") register under the Securities Act of all the Registrable Securities which it the Company has been so requested to register covering resales from time to time by the Holders within one hundred twenty (120) days after receipt of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: request or within sixty (i60) cause days after receipt of such request if the Resale Registration Statement Company is qualified to be declared effective by file a registration statement on Commission Form S-3 or any successor short-form registration statement (collectively, "Commission Form S-3"); provided, however, that the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Company shall not be obligated to cause effect a Requested Registration pursuant to this Section 4.1(a) during the one hundred eighty (180) day period immediately following the commencement of the Company's public offering of equity securities; and provided, further, that (i) the Company shall not be obligated to effect a Requested Registration of all or part of the Registrable Securities under cover of any special audit form other than Commission Form S-3, unless (A) the Holders of at least 60% of the Registrable Securities make such request, and (B) the number of Registrable Securities in the Requested Registration exceeds 500,000 shares, (ii) the Company shall not be obligated to be undertaken effect a Requested Registration of all or part of the Registrable Securities under cover of Commission Form S-3 unless (A) the Holders of in connection with any excess of at least 50% of the Registrable Securities make such registration; request, and (B) the number of Registrable Securities in the Requested Registration exceeds 100,000 shares, and (iii) the number of shares specified in (i) and (ii) shall be entitled proportionately adjusted to postpone for a reasonable period reflect any merger, consolidation, reorganization, stock dividend, stock split, combination of timeshares, but not in excess reclassification, recapitalization, automatic conversion, redemption or other similar event affecting the number or character of ninety outstanding shares of Common Stock. The Company must effect up to six (906) days, the filing of any registration statement otherwise required to be prepared registrations pursuant to this section if Xxxxxxx isSection 4.1(a) to the extent such registrations may be effected on Commission Form S-3, but the Company shall not be obligated to effect more than one (1) Requested Registration hereunder other than on Commission Form S-3. In the event that the Holders of at such time, conducting or about least 60% of the Registrable Securities decide to conduct effect a Requested Registration through an underwritten public offering offering, the Company may include in such Requested Registration other securities of Equity Securities (the Company for sale, for the Company's account or securities convertible into Equity Securities) for the account of any other Person, if and is advised in writing by its to the extent that the managing underwriter determines that the inclusion of such additional shares will not interfere with the orderly sale of the underwritten public offer wouldsecurities at a price range reasonably acceptable to those Holders whose Registrable Securities are to be included in the registration statement. If the Holders of at least 60% of the Registrable Securities do not desire to effect the Requested Registration through an underwritten offering, the Company may include in its opinionsuch Requested Registration other securities of the Company for sale, for the Company's account or for the account of any other Person. Upon receipt of a written request pursuant to this subsection (a), the Company shall promptly give written notice of such request to other Holders and the Company will be adversely effected obligated to include in the Requested Registration such number of Registrable Securities of any other Holders joining in such request as are specified in a written request by such other Holders received by the registration so requested; and (iii) shall be entitled to postpone Company within 20 days after the Company gives such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timewritten notice.

Requested Registration. Until April 26, 2001 or (a) Request for Registration. BioChem shall have a one time right pursuant to this Section 1.2 to request NAVA xx register the date that offering of up to all but not less than 25% of BioChem's Registrable Securities owned by BioChem as of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable SecuritiesClosing Date. If Xxxxxxx shall In case NAVA xxxll receive from BioChem a written request from one pursuant to Section 1.2(b) hereof that NAVA xxxect any registration, qualification or more Shareholders that Xxxxxxx effect compliance with respect to the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx willNAVA xxxl, as soon as practicable, use reasonable its best efforts to effect such registration, qualification or compliance (including, without limitation, the registration on Form S-3 execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and pursuant to Rule 415 (the "Resale Registration Statement") appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all Registrable Securities owned by BioChem; provided, however, that NAVA xxxll not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 1.2: (i) in any particular jurisdiction in which it NAVA xxxld be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless NAVA xx already subject to service in such jurisdiction and except as may be required by the Securities Act; (ii) prior to the first anniversary of the Closing Date; (iii) during the period starting with the date 50 days prior to NAVA'x xxximated date of filing of, and ending on the date 90 days immediately following the effective date of any registration statement pertaining to securities of NAVA (xxher than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan); provided that NAVA xx actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that NAVA'x xxximate of the date of filing of such registration statement is made in good faith; (iv) after NAVA xxx effected one such registration pursuant to this subparagraph 1.2(a) and such registration has been declared or ordered effective; (v) if NAVA xxxll furnish to BioChem a certificate signed by the President of NAVA xxxting that in the good fath judgment of the Board of Directors it would be seriously detrimental to NAVA xx its shareholders for a registration statement to be filed in the near future, in which case NAVA'x xxxigation to use its best efforts to register, qualify or comply under this Section 1.2 shall be deferred not more than once for a period not to exceed 90 days; or (vi) after the fifth anniversary of the Closing Date; Subject to the foregoing clauses (i) through (vi), NAVA xxxll file a registration statement covering an offering of the Registrable Securities so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC registered as soon as practicable thereafter; and (ii) maintain the effectiveness after receipt of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary request of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeBioChem.

Requested Registration. Until April 26(a) Subject to the conditions of Section 2(b) below, 2001 or no more than one time during the date that Effectiveness Period, the Buyer may make written demand on NewCare to register all of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 Registrable Securities of the SEC without any volume limitation, whichever is earlier, subject Buyer (being referred to hereinafter as a "Demand Registration"). (b) In the following provisions a Shareholder may request event that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx NewCare shall receive from the Buyer a written request from one or more Shareholders that Xxxxxxx NewCare effect the registration under the Securities Act of a Demand Registration with respect to all or a part of such Shareholders' the Registrable Securities, then Xxxxxxx willother than a registration pursuant to Rule 415 under Regulation C promulgated under the Securities Act, within ten NewCare shall: (10i) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx will, as soon as practicable, use reasonable its best efforts to effect such Demand Registration (including, without limitation, the registration on Form S-3 execution of an undertaking to file post-effective amendments, appropriate qualification under applicable "blue sky" or other state securities laws, and pursuant to Rule 415 (the "Resale Registration Statement") appropriate compliance with applicable regulations issued under the Securities Act of all Registrable Securities which it has been Act) as may be so requested to register covering resales from time to time and as would permit or facilitate the sale and distribution of such portion of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafteris specified in such request; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) provided that NewCare shall not be obligated to take any action to effect any such Demand Registration pursuant to this Section 2: (A) in any particular jurisdiction in which NewCare would be required to execute a general consent to service of process in effecting such Demand Registration, qualification or compliance unless NewCare is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (B) during the period starting with the date that is sixty (60) days prior to NewCare's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days after the effective date of, a NewCare-initiated underwritten registration for an all-cash offer price; provided that NewCare is actively employing in good faith all reasonable efforts to cause such registration statement to become effective. If NewCare is not obligated to effect any special audit requested Demand Registration by virtue of the foregoing clauses (A) and (B), such request shall not be deemed to be undertaken a Demand Registration for purposes of Section 2(a). Subject to the foregoing clauses (A) and (B), NewCare shall file a Registration Statement covering the Registrable Securities so requested to be registered as soon as practicable after receipt of the request of the Buyer; provided, however, that if NewCare shall furnish to the Buyer a certificate signed by the Chairman of the Board of NewCare stating that in the good-faith judgment of the Board of Directors of NewCare it would be seriously detrimental to NewCare and its stockholders for such Registration Statement to be filed and it is therefore essential to defer the filing of such Registration Statement, NewCare shall have the right to defer such filing (except as provided in clause (B) above) for a period of not more than one hundred eighty (180) days after receipt of the request of the Buyer. The Registration Statement filed pursuant to the request of the Buyer may, subject to the provisions of Section 2(c) below, include securities offered by NewCare for its own account and/or other securities of NewCare that are held by other NewCare stockholders. (c) If the Buyer intends to distribute the Registrable Securities covered by its request by means of an underwritten offering to the public, the Buyer shall so advise NewCare as a part of its request made pursuant to Section 2(a). The right of the Buyer to a Demand Registration pursuant to this Section 2(c) shall be conditioned upon the Buyer's participation in such underwriting in the manner provided herein. If NewCare shall request inclusion in any Demand Registration pursuant to this Section 2(c) of securities being sold for its own account, or if other NewCare stockholders shall request inclusion in any such Demand Registration, then NewCare shall (together with the Buyer) enter into an underwriting agreement in customary form and containing customary terms reasonably acceptable to the Buyer with the representative of the Underwriter selected for such underwriting by NewCare and reasonably acceptable to the Buyer; provided, however, that if NewCare has not selected an Underwriter reasonably acceptable to the Buyer within thirty (30) days after NewCare's receipt of the request for a Demand Registration from the Buyer under this Section 2(c), then the Buyer may select an Underwriter reasonably acceptable to NewCare in connection with such Demand Registration. Notwithstanding any other provision of this Section 2, if the Underwriter representative advises NewCare in writing that marketing factors require a limitation of the number of shares to be underwritten, the Registerable Securities and the securities of NewCare held by NewCare and other stockholders of NewCare to be included in such registration; (ii) Demand Registration shall be entitled excluded from such Demand Registration on a pro-rata basis to postpone for a reasonable period the extent so required by such limitation. NewCare shall advise the Buyer as to the number of time, but not shares of Registrable Securities that may be included in excess the Demand Registration and underwriting as allocated in the foregoing manner. If the Buyer disapproves of ninety (90) daysthe terms of the underwriting, the filing Buyer may elect to withdraw therefrom by written notice to NewCare and the Underwriter. The securities so withdrawn shall also be withdrawn from the Demand Registration. If the Underwriter has not limited the number of any registration statement otherwise required shares to be prepared pursuant to this section underwritten, NewCare may include its securities for its own account in such Demand Registration if Xxxxxxx is, at the Underwriter so agrees and if the number of Registrable Securities that would otherwise have been included in such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) Demand Registration and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would underwriting will not be in the best interest of Xxxxxxx at such timelimited thereby.

Requested Registration. Until April 26, 2001 or the date that all of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject Subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx terms and conditions set ---------------------- forth herein, PMSI shall receive a written request from have the right, on one or more Shareholders that Xxxxxxx effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securitiesoccasion only, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10the "Demand Notice") days not later than one year from the date of Closing Date, __________, 1997 (the notice by Xxxxxxx "Demand Period"), given to have the Company to request the Company to register all or part of his Registrable the Shares under and in accordance with the provisions of the Securities included in such registration. Upon receipt of such notice, Xxxxxxx willAct. (a) The Company shall, as soon promptly as practicable, use reasonable efforts to effect the registration on Form S-3 and practicable (but in no event more than 30 days after so required or requested pursuant to Rule 415 this Section 2), file with the Commission a Registration Statement relating to the offer and sale of the Shares by PMSI. (the "Resale Registration Statement"b) under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx The Company shall use its reasonable best efforts to: (i) to cause the Resale Registration Statement to be declared effective by under the SEC as soon as practicable thereafter; Securities Act on or prior to 45 days after filing such Registration Statement pursuant to this Section 2 and (ii) maintain to keep such Registration Statement effective and to comply with the effectiveness provisions of the Resale Registration Statement continuously Securities Act with respect to the disposition of all Shares until the earliest of: earlier of (Ai) such time as all of such Shares have been disposed of in accordance with the date on which the Shareholders no longer hold Registrable Securities registered under the Resale intended methods of disposition by PMSI set forth in such Registration Statement or (Bii) the third anniversary expiration of 90 days after such Registration Statement becomes effective. (c) PMSI may not include any Shares in a Registration Statement and will forfeit its right under this Shareholder Agreement or unless PMSI furnishes to the Company in writing, within 10 business days after receipt of a request therefor, such lesser time information as the Company may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) shall not be obligated to cause any special audit to be undertaken reasonably request for use in connection with any such registration; (ii) shall be entitled Registration Statement or Prospectus or preliminary Prospectus included therein. PMSI agrees to postpone for a reasonable period of time, but not in excess of ninety (90) days, furnish promptly to the filing of any registration statement otherwise Company all information required to be prepared pursuant disclosed in order to this section if Xxxxxxx is, at such time, conducting or about make the information previously furnished to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing the Company by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would PMSI not be in the best interest of Xxxxxxx at such timemisleading.

Requested Registration. Until April 26, 2001 (a) If either Mayo or the date Investor shall notify the Company after December 31, 1996, or MidMark shall notify the Company after May __, 1998, that all he or it proposes to sell or transfer any of the shares of Xxxxxxx common stock Beneficially Owned by Registrable Securities and requests registration thereof, the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx Company shall receive a promptly give written request from one or more Shareholders that Xxxxxxx effect the registration under the Securities Act of all or a part notice of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice request to all other Shareholders Holders and comply with paragraph 3.2(b) below. If the managing underwriter of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten offering being registered pursuant to this paragraph 3.2 (10a) days from advises the date Holders in writing that marketing factors require a limitation of the notice by Xxxxxxx number of shares to have all or part be underwritten, then the number of his Registrable Securities that may be included in such registration. Upon receipt the underwriting shall be allocated among all Holders of such notice, Xxxxxxx willRegistrable Securities in proportion, as soon nearly as practicable, use reasonable efforts to effect the respective amounts thereof held by or issuable to such Holders at the time of filing the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities statement for which it registration has been so requested demanded. Any provision herein to register covering resales from time the contrary notwithstanding, the right to time request registration shall be limited to two registrations initiated by each of such Registrable Securities Mayo, the Investor and Xxxxxxx shall use its reasonable best efforts to: MidMark; provided, however, that (i) cause no such request shall require a registration statement to become effective prior to 180 days after the Resale Registration Statement effective date of a registration statement that shall have been filed by the Company covering a firm commitment underwritten public offering of Common Stock in which the Company's shares are to be declared effective by traded on NASDAQ-NMS or listed on the SEC as soon as practicable thereafterAmerican Stock Exchange or the New York Stock Exchange, if the Company shall theretofore have given written notice of such registration statement to the Holders of the Registrable Securities pursuant to this paragraph 3.2(a) or Section 3.6 and shall have thereafter pursued the preparation, filing and effectiveness of such registration statement with diligence; and (ii) maintain the Company shall not be required to effect such a registration unless the Holder(s) requesting registration propose to dispose of Registrable Securities having an aggregate disposition price (before deduction of underwriting discounts and expenses of sale) of at least $3,000,000. A right to demand registration shall be deemed exercised when the registration statement is effective. If and when the rights hereunder are sought to be exercised, the Company shall notify all other Holders. (b) Upon a demand under paragraph 3.2(a) the Company shall (i) file within 90 days a registration statement on the appropriate form referred to in paragraph 3.2(c) (or any form adopted in lieu thereof) under the Act of the Registrable Securities that the Company has been requested to register (vi) prepare and file with the Commission, promptly upon any Holder's request, any amendment or supplement to such Registration Statement or prospectus that, in the opinion of counsel for the Holder(s), may be necessary or advisable in connection with the distribution of the Registrable Securities by the Holder(s); (vii) prepare and promptly file with the Commission and promptly notify the Holder(s) of the filing of such amendment or supplement to such registration statement or prospectus as may be necessary to correct any statement or omission; (viii) in case any Holder(s) is (are) required to deliver a prospectus, at a time when the prospectus then in effect may no longer be used under the Act, prepare promptly upon request such amendment or amendments to such registration statement and such prospectus or prospectuses as may be necessary to permit compliance with the requirements of Section 3 of the Act; (ix) not file any amendment or supplement to the Registration Statement or prospectus to which any Holder(s) shall reasonably object after having been furnished a copy at a reasonable time prior to the filing thereof; (x) advise each Holder promptly after it shall receive notice or obtain knowledge thereof of the issuance of any stop order by the Commission suspending the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale any such Registration Statement or the initiation or threatening of any proceeding for that purpose and promptly use its best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued; (Bxi) use its best efforts to qualify the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 Securities for sale under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without securities laws of such registration. Xxxxxxx: (istates as such Holder(s) may reasonably request, except that it shall not be obligated to cause any special audit to be undertaken required in connection with therewith or as a condition thereof to execute a general consent to service or qualify to do business in any such registrationstates or otherwise to subject itself to taxation therein solely because of such qualification; (iixii) shall be entitled furnish to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing each Holder as soon as available copies of any such registration statement otherwise and each preliminary or final prospectus, or supplement, required to be prepared pursuant to this section if Xxxxxxx isSection 3, at all in such time, conducting or about quantities as each Holder may from time to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requestedtime reasonably request; and (iiixiii) shall be entitled to postpone such requested registration refrain from issuing, or, selling, or registering for up to ninety (sale by any other security holder, within the 90) -day period commencing 30 days if Xxxxxxx determines, in view before and ending 60 days after the effective date of the advisability of deferring public disclosure of material corporate developments or other informationregistration statement complying with such demand, that such registration and any securities not held by the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeHolders demanding registration.

Requested Registration. Until April 26, 2001 or If at any time Holder shall request that the date that all Company effect the registration of shares of Common Stock held by Holder and the requested registration relates to an offering (i) of at least 10% of the aggregate shares of Xxxxxxx common stock Common Stock of the Company Beneficially Owned by HEA at the Shareholders are eligible for sale under Rule 144 closing of the SEC without Public Offering, and (ii) with reasonably anticipated aggregate proceeds (net of any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all underwriters discount or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders any expenses of the receipt offering) of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from $50,000,000 or more, the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx will, as soon as practicable, Company shall use its reasonable commercial efforts to effect the registration on Form S-3 and pursuant to Rule 415 (requested registration, provided that the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Company shall not be obligated to cause take any action to effect any such registration pursuant to this Section 3.2 after the Company has effected two (2) such registrations pursuant to this Section 3.2 and such registrations have been declared effective. Any registration effected pursuant to Section 3.3 shall not reduce the number of registrations which the Company is required to effect under this Section 3.2. The rights granted by this Section 3.2 may be exercised from time to time, but the Company shall not be required to make any registration effective under this Section 3.2 more than once in any calendar year, provided that HEA, but not any other Holder, may request one (1) additional registration during any calendar year which may be effected by the Company in its sole discretion. 2. If it is determined as provided above that there will be such interference, the other shares of Common Stock sought to be included by the Company shall be excluded to the extent deemed appropriate by the managing underwriter or, if there is no managing underwriter, Holder, provided that if less than all shares proposed to be included by the Company are excluded, and the Company is seeking to register shares of Common Stock for persons other than the Company, the Company shall have the right to determine in its sole discretion which such shares other than those offered by Holder(s) will be excluded from the registration. If the requested registration is an underwriting, the managing and other underwriters will be selected by Holder, provided such underwriters shall be reasonably satisfactory to the Company. If the requested registration is not a firm commitment, underwritten offering and the Company requests that it be made in such an offering of the same size and during the same period, Holder will change the form of the offering to a firm commitment, underwritten offering, provided that the managing and other underwriters and the terms of the underwriting, including without limitation the underwriters discount, are reasonably satisfactory to Holder." 3. The last paragraph of Section 3.4 of the Stockholder Agreement shall be amended and restated in its entirety as follows: "All expenses incurred by the Company in complying with Sections 3.2, 3.3 and 3.4 hereof, including without limitation, all registration, qualification and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, and the expense of any special audit audits incident to or required by any such registration (but excluding the compensation of regular employees of the Company which shall be undertaken paid in any event by the Company) are hereinafter called "Registration Expenses" and all underwriting discounts and selling commissions applicable to the sales are herein called "Selling Expenses." The Company will pay all Registration Expenses in connection with any such registration; up to two (ii2) registrations pursuant to Section 3.2. All Selling Expenses in connection with each registration pursuant to Section 3.2 or 3.3 shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected borne by the registration so requested; and (iii) seller of the securities on which they are imposed. All Registration Expenses other than those payable by the Company shall be entitled borne by the Company, Holder and any other selling stockholders pro rata in proportion to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view the securities covered thereby being sold by them. Each Holder shall bear the fees and costs of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeits own counsel."

Requested Registration. Until April 26, 2001 or (a) At any time after the date that all third anniversary of the shares Closing Date, each of Xxxxxxx common stock Beneficially Owned Gellein and Xxxxx shall have the right to require the Company, by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx (the "Demand Request"), to effect an Underwritten Registration with respect to Registrable Shares owned by such individuals, if any, and their respective Affiliates. The Company will give prompt written notice (the "Notice of Demand Request") of such demand for an Underwritten Registration to all Holders and thereupon the Company shall, as expeditiously as reasonably practicable, file a Registration Statement relating to the registration under the Securities Act of all or a part of such Shareholders' the Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of Shares which the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx will, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it Company has been so requested to register covering resales from time by the demanding Holder and all other Registrable Shares as to time which Holders (other than the demanding Holder) shall have made a written request to the Company for registration thereof within 30 days after the Notice of Demand Request, all to the extent necessary to permit the sale or other disposition in an Underwritten Offering by such Holders of the Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: Shares to be so registered; provided; however, that (i) cause if such registration is a Cutback Registration, the Resale Company shall register in such registration (A) first, the Registrable Shares proposed to be sold by Gellein and Xxxxx and their respective Affiliates on a pro rata basis, based upon the number of Registrable Shares that each such party and their Affiliates originally sought to include in such registration and (B) second, the Registrable Shares proposed to be sold by each of the Holders and their respective Affiliates, other than Gellein and Xxxxx and their respective Affiliates, on a pro rata basis, based upon the number of Registrable Shares that each such party and their respective Affiliates originally sought to include in such registration; and (ii) that the Company shall not be obligated to take any action to effect any such registration, qualification or compliance pursuant to this Section 4(a) (A) within 90 days (or such other date as may be agreed between the Company, the Holders, and the managing underwriter of an Underwritten Offering of Registrable Shares) immediately following the effective date of any Registration Statement pertaining to such an Underwritten Offering; (B) if a Requested Registration has become effective under the Securities Act within the past 360 days; or (C) if the demanding Holder has requested the registration of a number of Registrable Shares which is less than 5% of the outstanding Common Stock or greater than 15% of the outstanding Common Stock, in each case set forth in the Company's Quarterly Report on Form 10-Q (or any successor form) for the Company's most recently completed fiscal quarter prior to the Company's receipt of the Demand Request. (b) The Company agrees to keep each Registration Statement filed pursuant to this Section 3 continuously effective and usable for the resale of Registrable Shares for a period of up to 90 days or until all Registrable Shares included in such Registration Statement have completed the distribution described in the Registration Statement relating thereto, whichever first occurs (the "Demand Effectiveness Period"), provided, however, that during such 90-day period the Company may give notice to all such Holders that the Registration Statement or the prospectus included therein is no longer usable for offers and sales of Registrable Shares, in which case the 90-day period will be tolled until such time as each such Holder and the managing underwriter of such Underwritten Offering either receives copies of a supplemented or amended prospectus or is advised in writing by the Company that use of the prospectus may be resumed (it being understood that in such case the Company shall promptly comply with its obligations under Section 6(a)). (c) The Company, if eligible to do so, shall file a Registration Statement covering the Registrable Shares so requested to be registered on Form S-2 or S-3 or any similar short-form registration under the Securities Act as soon as reasonably practicable after the receipt of the Demand Request; provided, however, that if the managing underwriter of such Underwritten Offering shall advise the Company in writing that, in its opinion, the use of another form of Registration Statement is of material importance to the success of such proposed Underwritten Offering, then such Underwritten Registration shall be effected on such other form. (d) Each of Gellein and Xxxxx shall be entitled to two Requested Registrations. Notwithstanding anything contained in this Section 3, if (x) the SEC has issued a stop-order as a result of actions taken by a demanding Holder or (y) a demanding Holder gives notice (the "Delaying Notice"), at any time prior to the time the Registration Statement is declared effective or prior to the last day of Demand Effectiveness Period, that such demanding Holder desires the Company to either withdraw the Registration Statement with the SEC, if the Registration Statement has been filed with the SEC, or postpone filing the Registration Statement, if the Registration Statement has not been filed with the SEC and the Company is immediately able to file the Registration Statement, then, in the case of clause (x) herein, the issuance of the stop-order, or, in the case of clause (y) herein, the Delaying Notice, shall reduce by one the number of Requested Registrations to which such demanding Holder is entitled. (e) An Underwritten Registration requested pursuant to this Section 3 shall not be deemed to have been effected unless the Registration Statement relating thereto and any post-effective amendment required to commence the Underwritten Offering contemplated thereby has been declared effective by the SEC as soon as practicable thereafter; and maintained continuously effective for the Demand Effectiveness Period. (iif) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing The right of any Holder to registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx isSection 3 shall be conditioned upon inclusion of the Registrable Shares held by the Holder in the underwriting and the Holder entering into an underwriting agreement, at in a form reasonably acceptable to the Company, with the underwriter or underwriters selected for such time, conducting or about underwriting by the demanding Holder which are reasonably satisfactory to conduct the Company. The Company shall enter an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its underwriting agreement with a managing underwriter that such underwritten public offer wouldor underwriters of an Underwritten Offering containing representations, warranties, indemnities and agreements customarily included (but not inconsistent with the agreements contained herein) by an issuer of common stock in underwriting agreements with respect to offerings of common stock for the account of, or on behalf of, selling holders. The Company may include securities for its opinion, be adversely effected by own account or the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, account of any other Person in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration if the managing underwriter so agrees and the disclosure required to be made pursuant thereto if so doing would not be in the best interest of Xxxxxxx at make such timeregistration a Cutback Registration.

Requested Registration. Until April 26(i) Series C, 2001 Series D and Series E Demand Rights. (a) Subject to the conditions of this Section 2.4, if the Company shall receive at any time after the earlier of May 1, 2003 or six (6) months after the effective date that all of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitationInitial Public Offering, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one the Holders representing a majority or more Shareholders of the Series E Preferred Stock, the Series D Preferred Stock and Series C Preferred Stock then outstanding, aggregated as a single class (the "Initiating Holders") that Xxxxxxx effect the Company file a registration statement under the Securities Act covering the registration of the Registrable Securities held by Initiating Holders then the Company shall, within thirty (30) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of this Section 2.4, use best efforts to effect, as soon as practicable, the registration under the Securities Act of all such Registrable Securities that such Initiating Holders request to be registered in a written request received by the Company within thirty (30) days of the mailing of the Company's notice pursuant to this Section 2.4. (b) In addition, the Company shall as soon as practicable, use its best efforts to effect such registration, qualification or compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of all or such Registrable Securities as are specified in such request of any Holder joining in such request as are specified in a part of such Shareholders' Registrable Securities, then Xxxxxxx will, written request received by the Company within ten thirty (1030) days after receipt thereofof such written notice from the Company; provided that the Company shall not be obligated to take any action to effect any such registration, give notice qualification or compliance pursuant to this Section 2.4(i)(b): (1) 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 Securities Act; (2) during the period starting with the date sixty (60) days prior to the Company's estimated date of filing of, and ending on the earlier of (x) the abandonment by the Company of the filing of, and (y) the date that is six (6) months immediately following the effective date of, any registration statement pertaining to securities offered by the Company (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective and that the Company's estimate of the date of filing such registration statement is made in good faith; (3) after the Company has effected three (3) such registrations pursuant to this Section 2.4; or (4) if the Company shall furnish to the Initiating Holders and all other Shareholders Holders requesting registration hereunder a certificate, signed by the Chief Executive Officer or Secretary of the receipt Company, stating that in the good faith judgment of such request and each such holder may elect by written notice received by Xxxxxxx within ten the Board of Directors it would be seriously detrimental to the Company or its shareholders for a registration statement to be filed in the near future, then the Company's obligation to use its best efforts to register, qualify or comply under this Section 2.4(i) shall be deferred for a period not to exceed ninety (1090) days from the date of receipt of written request from the notice by Xxxxxxx Initiating Holders; provided that the Company may not utilize this right more than once in any twelve (12) month period. Subject to have all or part of his the foregoing clauses (1) through (4), the Company shall file a registration statement covering the Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx will, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC registered as soon as practicable thereafter; and (ii) maintain the effectiveness after receipt of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement request or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view requests of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeInitiating Holders.

Requested Registration. Until April 26, 2001 or a. If the date that all of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx Company shall receive from the Initiating Holders at any time not earlier than the later of (i) twenty four (24) months after the Initial Public Offering and (ii) December 31, 1999, a written request from one or more Shareholders that Xxxxxxx the Company effect the any registration under the Securities Act of with respect to all or a part of such Shareholders' the Registrable Securities, then Xxxxxxx willand only in the event that the aggregate offering price (net of underwriting discounts and expenses related to the issuance) of the Registrable Securities proposed to be registered equals or exceeds $10,000,000, the Company will within ten (10) calendar days after of the receipt thereof, give written notice of the proposed registration to all other Shareholders of Holders. Each such Holder shall have the receipt of such request and each such holder may elect right, by giving written notice received by Xxxxxxx to the Company within ten (10) calendar days from the date after receipt of the notice by Xxxxxxx Company's notice, to have elect to include some or all or part of his such Holder's Registrable Securities in such registration statement. Such notice of election shall set forth the number of such Holder's Registrable Securities requested to be included in such registrationregistration statement. Upon receipt of such noticeThe Company shall, Xxxxxxx willsubject to the limitations set forth in Section 43(b), file as soon as practicable, use reasonable efforts to effect the practicable a registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of statement covering all Registrable Securities which it has been so the Holders have timely requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) registered. b. The Company shall not be obligated to cause effect, or take any special audit action to be undertaken in connection with effect, any such registration pursuant to this Section 43: (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 Securities Act; (ii) shall be entitled during the period starting with the date sixty (60) calendar days prior to postpone for the Company's good faith estimate of the date of filing of, and ending on a date one hundred and twenty (120) calendar days after the effective date of, a registration statement; provided the Company is actively employing in good faith all reasonable period efforts to cause such registration statement to become effective; and (iii) more than twice with respect to any Initiating Holder. c. If (i) in the good faith judgment of timethe Board of Directors of the Company such registration would adversely affect the Company, but not in excess and the Board of ninety (90) daysDirectors of the Company concludes, as a result, that it is essential to defer the filing of any such registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting and (ii) the Company shall furnish to the Initiating Holders a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would adversely affect the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such disclosure would adversely affect the Company, provided that, except as provided in Section 43(b)(ii) above, the Company may not defer the filing for a period of more than one hundred and twenty (120) calendar days after the receipt of the request of the Initiating Holders and, provided further, that the Company shall not defer its obligation in this manner more than once in any twelve (12) month period. The registration statement filed pursuant to the request of the Initiating Holders may, subject to the provisions of Sections 43(b) and 410, include other securities of the Company, with respect to which registration rights have been granted, and may include securities of the Company being sold for the account of the Company. d. If the Initiating Holders intend to distribute their Registrable Securities covered by their request by means of an underwritten public offering, they shall so advise the Company as a part of their request to the Company and the Company shall include such information in the written notice referred to in Section 43(a). In such event, the right of any Holder to include such Holder's Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by the Initiating Holders) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall, together with the Company, enter into an underwriting agreement in customary form with the underwriter or about underwriters selected for such underwriting by the Company. e. Notwithstanding any other provision of this Section 43, if the Initiating Holders intend to conduct distribute the Registrable Securities covered by their request by means of an underwritten public offering and if the representative of Equity Securities (or securities convertible into Equity Securities) and is advised the underwriters advises the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten or registered, the number of shares to be included in the underwriting or registration shall be allocated as set forth in Section 410. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by its managing underwriter that written notice from the Company or the underwriter. Any Registrable Securities or other securities excluded shall also be withdrawn from such underwritten public offer would, in its opinion, be adversely effected by registration. If shares are so withdrawn from the registration so requested; and (iii) shall if the number of shares of Registrable Securities to be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, included in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and was previously reduced as a result of marketing factors pursuant to this Section 43(e), then the disclosure required Company shall offer to all Holders who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be made pursuant thereto would not be allocated among such Holders requesting additional inclusion in the best interest of Xxxxxxx at such timeaccordance with Section 410.

Requested Registration. Until April 26, 2001 or the date that all of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject (a) If Initiating Holders shall deliver to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive Company a written request from one or more Shareholders that Xxxxxxx the Company effect the a registration under the Securities Act with respect to resales by them of all or a part of such Shareholders' the Registrable Securities, then Xxxxxxx the Company will, within ten : (10i) days after receipt thereof, promptly give written notice of the proposed registration to all other Shareholders Holders; and (ii) as soon as possible, use its best efforts to effect the proposed registration and to effect all registrations, qualifications or compliances (including (A) appropriate qualification under applicable blue sky or other state securities laws in those jurisdictions selected by the managing underwriter or underwriters designated pursuant to Section 1.2(d) or, if no such managing underwriter or underwriters is designated, in those jurisdictions reasonably selected by the Holders who request to participate in such proposed registration, (B) appropriate compliance with applicable federal and state laws, requirements and regulations and (C) listing the Registrable Securities on the New York Stock Exchange) as well as such other steps as are reasonably necessary to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any Holder or Holders joining in such registration as are specified in a written request received by the Company within 15 business days after written notice from the Company is given under Section l.2(a)(i) above. (b) The Company shall file a registration statement as soon as possible after receipt of the request or requests of the Initiating Holders under this Section 1.2, but in any event within 45 days of receipt of such request or requests; provided that if the Company shall furnish to such Initiating Holders a certificate signed by the chief executive officer of the Company stating that in the good faith judgment of the Board of Directors of the Company it would be seriously detrimental to the Company and each its stockholders for such holder registration statement to be filed on or before the date filing would be required and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing to a date not later than 60 days after receipt of such request (provided that the Company shall not have the right to defer the filing of a registration statement pursuant to this Section 1.2 (b) more than once with respect to any such request or requests relating to a particular registration). The Company shall use its best efforts to cause any filed registration statements to become effective as soon as practicable after filing. (c) At the request of an Initiating Holder, the Company will use its best efforts to prepare the registration statement requested by the Initiating Holder to be accomplished on a delayed or continuous basis pursuant to Rule 415 under the Securities Act. (d) If the Initiating Holders intend to distribute the Registrable Securities covered by this request by means of an underwriting (which shall be their decision to make), they shall so advise the Company and the Company shall include such information in the written notice referred to in Section 1.2(a)(i) hereof. In such event, the underwriting shall be managed by an underwriter or underwriters selected by the Company and approved by a majority in interest of the Initiating Holders. The right of any Holder to include Registrable Securities in a registration pursuant to Section 1.2 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder). Holders of a majority of the Registrable Securities requested to be included in such registration shall have the right to negotiate with the underwriters and to determine all terms of the underwriting, including the gross price and net price at which the included Registrable Securities are to be sold. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected as above provided. Notwithstanding any other provision of this Section 1.2, if the underwriters advise the Initiating Holders and the Company in writing that marketing factors require a limitation of the number of shares to be underwritten and that the total amount of securities that all Holders (Initiating and non-Initiating) request pursuant to this Section 1.2 to be included in such offering exceeds the amount of securities that the underwriters reasonably believe compatible with the success of the offering, the Company shall so advise all Holders and the shares to be included in the registration shall be allocated first among all Initiating Holders and, if any shares remain, among all non-Initiating Holders pro rata on the basis of the number of shares of Registrable Securities owned by such Holders. If any Holder of Registrable Securities disapproves of the terms of the underwriting, such Holder may elect not to be included in the registration (or the underwritten portion thereof) by delivering a written notice received by Xxxxxxx within ten (10) to the Company at least three days from prior to the date scheduled initial filing of the notice registration statement (or such later date as is agreed to by Xxxxxxx to have all or part the Holders of his a majority of the other Registrable Securities requested to be included in such registration). Upon receipt of such notice, Xxxxxxx will, as soon as practicable, use reasonable efforts to effect If shares are so withdrawn from the registration on Form S-3 and if the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to Rule 415 (this Section 1.2(d), then the "Resale Registration Statement") under the Securities Act of Company shall offer to all Holders who have included Registrable Securities which it has been so requested in the registration the right to register covering resales from time to time of such include additional Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause in the Resale Registration Statement registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be declared effective by allocated first among all Initiating Holders and, if any shares remain, among all non-Initiating Holders pro rata on the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness basis of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold number of shares of Registrable Securities registered under owned by such Holders. (e) Notwithstanding anything to the Resale Registration Statement contrary contained in this Agreement, a Holder shall not have the right to request registration or (B) inclusion in any registration pursuant to this Section 1.2 for the third anniversary period during which all shares of this Shareholder Agreement Registrable Securities then held or entitled to be held upon exchange of OP Units by such lesser time as Holder may immediately be permitted sold under Rule 144 under the Securities Act without regard to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timevolume limitation.

Requested Registration. Until April 26(a) Subject to the terms and conditions set forth in this Agreement, 2001 or if at any time within 30 days from the date that all of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx this Agreement MPC shall receive a written request from one or more Shareholders that Xxxxxxx effect the Holder to file a registration statement under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of covering the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx will, as soon as practicable, use reasonable efforts to effect the resale registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx held by the Holder, MPC shall use its reasonable best efforts to: (i) to cause the Resale Registration Statement to be filed and declared effective by the SEC as soon as reasonably practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date a registration statement, on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement Form S-3 or such lesser time as may be permitted under Rule 144 other appropriate registration form under the Securities Act to enable as MPC in its discretion shall determine, providing for the Shareholders to sell sale of the Registrable Securities requested to be included by the Holder. Subject to Section 2(b)(i) hereof, the Holder shall have the right to make only one (1) request for Registration of the Registrable Securities held by the Holder under this Section 2. (b) MPC's obligation to use its reasonable best efforts to cause Registrable Securities to be registered in accordance with Section 2(a) shall be subject to each of the Securities Act without such registration. Xxxxxxx: following limitations, conditions and qualifications: (i) MPC may postpone for a period of ten (10) days the filing or the effectiveness of a registration requested pursuant to Section 2 if the Board of Directors of MPC determines in good faith that such registration might have an adverse effect on any plan or proposal by MPC or any of its subsidiaries with respect to any financing, acquisition, recapitalization, reorganization, or other material transaction or that MPC is in possession of material non-public information and disclosure of such information is not in the best interests of MPC; provided, however, that as soon as the conditions permitting such delay no longer exist, MPC shall give notice of that fact to the Holder and shall promptly proceed with the registration unless the Holder shall have elected, at any time prior to the close of business on the 10th business day after MPC has so notified the Holder, to withdraw its request for registration, and such withdrawn request shall not constitute a request hereunder. (ii) MPC shall not be obligated required to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of effect any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at Section 2(a) unless such time, conducting or about registration relates to conduct an underwritten public offering all of Equity the Registrable Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected held by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeHolder.

Requested Registration. Until April 26, 2001 or At any time after the date that all hereof and on or prior to the third anniversary of the shares of Xxxxxxx common stock Beneficially Owned date hereof, upon written request by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject Majority Holders to the following provisions a Shareholder may request Company, that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx the Company effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice(a "Requested Registration"), Xxxxxxx will, as soon as practicable, the Company will use reasonable its best efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all the Registrable Securities which it the Company has been so requested to register covering resales from time to time by the Holders within one hundred twenty (120) days after receipt of such Registrable Securities request or within sixty (60) days after receipt of such request with respect to a Requested Registration, if the Company is qualified to file a registration statement on SEC Form S-3 or any successor or similar short-form registration statement (collectively, "SEC Form S-3") and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafterdoes not subject such registration to a full review; and (ii) maintain provided, however, that the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Company shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for effect a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared Requested Registration pursuant to this section subdivision (a), (A) unless with respect to a Requested Registration, the shares to be registered represent at least two percent (2%) of the Common Stock then outstanding and the anticipated aggregate offering price of the Registrable Securities to be sold is at least $2,000,000, in the case of registration on XXX Xxxx X-0, or at least $5,000,000 in the case of other registrations, or (B) during the 180 day period immediately following the consummation of any previous Requested Registration pursuant to this Section. Subject to all limitations in the preceding sentence, the Company must effect no more than three Requested Registrations pursuant to this subdivision (a) to the extent such Requested Registrations may be effected on SEC Form S-3, and no more than two Requested Registrations hereunder other than on SEC Form S-3. Subject to subdivision (e), the Company may include in such Requested Registration other securities of the Company for sale, for the Company's account or for the account of any other person, if Xxxxxxx isthere is no underwriter and, at such timeif there is an underwriter, conducting or about if and to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its the extent that the managing underwriter determines that the inclusion of such additional shares will not interfere with the orderly sale of the underwritten public offer wouldsecurities at a price range acceptable to the requesting Holders. Upon receipt of a written request pursuant to this subdivision (a) the Company shall promptly give written notice of such request to all Holders, and all Holders shall be afforded the opportunity to join in its opinion, such request. The Company will be adversely effected obligated to include in the Requested Registration such number of Registrable Securities of any Holder joining in such request as are specified in a written request by such Holder received by the registration so requested; and (iii) shall be entitled to postpone Company within 20 days after receipt of such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of written notice from the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeCompany.

Requested Registration. Until April 26At any time on or after September 1, 2001 or 2000, if the date that all Registrable Securities have not already been registered under the Securities Act, upon written request by the Holders of at least 51% of the shares of Xxxxxxx common stock Beneficially Owned by Registrable Securities outstanding at the Shareholders are eligible for sale under Rule 144 time of the SEC without any volume limitation, whichever is earlier, subject request to the following provisions a Shareholder may request Company, that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx the Company effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice(a "Requested Registration"), Xxxxxxx will, as soon as practicable, the Company will use reasonable its best efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all the Registrable Securities which it the Company has been so requested to register covering resales from time to time by the Holders within sixty (60) days after receipt of such request; provided, however, that the Company shall not be required to effect the registration of less than 25% of the Vested Warrant Shares. the Company shall not be obligated to effect more than one Requested Registration hereunder. The Company may include in such Requested Registration other securities of the Company for sale, for the Company's account or for the account of any other person, if and to the extent that the managing underwriter determines that the inclusion of such additional shares will not interfere with the orderly sale of the underwritten securities at a price range acceptable to the requesting Holders. Upon receipt of a written request pursuant to this subdivision (a) the Company shall promptly give written notice of such request to all Holders, and all Holders shall be afforded the opportunity to participate in such request. The Company will be obligated to include in the Requested Registration such number of Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective of any Holder joining in such request as are specified in a written request by the SEC as soon as practicable thereafter; and (ii) maintain Holder received by the effectiveness Company within 20 days after receipt of such written notice from the Resale Company. Notwithstanding the foregoing, the Company shall have no obligation to file a Requested Registration Statement continuously until if at such time the earliest of: (A) Holders are eligible to sell the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under pursuant to Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timevolume limitation.

Requested Registration. Until April 26If, 2001 or the date that all of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without at any volume limitation, whichever is earlier, subject time prior to the following provisions a Shareholder may request that Xxxxxxx register all or a portion third anniversary date of his Registrable Securities. If Xxxxxxx shall this Agreement, Michxxx xxxll receive a written request from one or more Shareholders that Xxxxxxx effect Michxxx xxxect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx willMichxxx xxxl, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within Michxxx xxxhin ten (10) days from the date of the notice by Xxxxxxx to Michxxx xx have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx willMichxxx xxxl, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall Michxxx xxxll use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. XxxxxxxMichxxx: (ix) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx isMichxxx xx, at such time, conducting or about to conduct an underwritten public offering of Equity Securities equity securities (or securities convertible into Equity Securitiesequity securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) 90 days if Xxxxxxx determinesMichxxx xxxermines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at Michxxx xx such time.

Requested Registration. Until April 26(a) At any time, 2001 the holder or the date that all holders of any of the shares of Xxxxxxx common stock Beneficially Owned by Registrable Securities (as defined below) then outstanding and entitled to registration rights under this Section 17 (the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation"Initiating Holders") may, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a upon written request from one to Holdings, require that Holdings effect a registration, qualification or more Shareholders that Xxxxxxx effect the registration under the Securities Act of compliance with respect to all or a part of such Shareholders' Registrable Securities, then Xxxxxxx . Holdings will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by request, give written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx such request to have all or part other holders of his Registrable Securities included and shall file a registration statement with the Commission on a form deemed appropriate by Holdings' counsel as expeditiously as possible, but in such registration. Upon no event later than 90 days after receipt of such noticewritten request; provided, Xxxxxxx willhowever, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) that Holdings shall not be obligated to cause any special audit file such a registration statement with the Commission prior to the first anniversary of the Closing. Such registration statement shall cover all the Registrable Securities requested to be undertaken included therein by the Initiating Holders and by such other holders as specified by such other holders in connection with any writing given within 20 days of receipt of the notice given by Holdings pursuant to this subsection (a). After the filing of such registration statement, Holdings shall use its best efforts to cause such registration statement to become effective as expeditiously as possible. Holdings shall pay the expenses (as defined in Section 17.7) of such registration; . Holdings shall also use its best efforts to effect promptly all such other registration, qualification and compliance (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under the applicable blue sky, or other state securities laws, and appropriate compliance with exemptive regulations issued under the Securities Act) as may be so requested by a holder of Registerable Securities covered by a registration statement filed pursuant to this Section 17.1 and as would permit or facilitate the sale and distribution of all or any portion of such Registrable Securities. (1) after Holdings already has effected two such registrations pursuant to this (b) If the Initiating Holders intend to distribute the Registrable Securities covered by such request by means of an underwriting, they shall so advise Holdings as a part of such request made pursuant to Section 17.1(a). Holdings shall enter into an agreement in customary form for a secondary distribution with the underwriter or underwriters selected by Holdings for such underwriting, provided such underwriters are reasonably acceptable to the Initiating Holders. (c) As used herein, the term "Registrable Securities" means, collectively, the Preferred Shares and all Common Shares (including all such Shares issued or issuable upon exercise of any Warrant or upon the conversion of the Preferred Shares). Registrable Securities will cease to be such when (i) a registration statement covering such Registrable Securities has become or been declared or ordered effective and they have been disposed of pursuant to such effective Registration Statement or (ii) shall be entitled they are sold, transferred or distributed pursuant to postpone for a reasonable period of timeand in compliance with Rule 144 (or any similar provision then in force, but not in excess of ninety (90including Rule 144A) days, under the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeAct.

Requested Registration. Until April 26At any time after the earlier to occur of (i) the Company’s initial public offering of equity securities or (ii) December 31, 2001 or the date that all of the shares of Xxxxxxx common stock Beneficially Owned 2006, upon written request by the Shareholders are eligible for sale under Rule 144 of Electing Investor Holders that the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx Company effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice(a “Requested Registration”), Xxxxxxx will, as soon as practicable, the Company will use reasonable its best efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all the Registrable Securities which it that the Company has been so requested to register covering resales from time to time by the Electing Investor Holders within sixty (60) days after receipt of such Registrable Securities request (or within thirty (30) days after receipt of such request if the Company is qualified to file a registration statement on Commission Form S-3 or any successor or similar short-form registration statement (collectively, “Commission Form S-3”)). The Electing Investor Holders may request, and Xxxxxxx shall use its reasonable best efforts to: the Company must effect upon receipt thereof as provided herein, up to four (i4) cause registrations under Commission Form S-1 and an unlimited number of registrations under Commission Form S-3 pursuant to this paragraph (a); provided, however, that the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Company shall not be obligated to cause effect more than two registrations in any special audit 365 day period. Subject to be undertaken in connection with any such registration; (iithe requirements of Section 2(f) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) daysbelow, the filing Company may include in such Registered Registration other securities of the Company for sale, for the Company’s account or for the account of any registration statement otherwise required other Person, if and to be prepared the extent that the managing underwriter determines that the inclusion of such additional shares will not interfere with the orderly sale of the underwritten securities at a price range acceptable to the Electing Investor Holders. Upon receipt of a written request pursuant to this section if Xxxxxxx isSection 2(a) the Company shall promptly give written notice of such request to all Holders, at and all Holders shall be afforded the opportunity to participate in such time, conducting or about request as follows: The Company will be obligated to conduct an underwritten public offering include in the Requested Registration such number of Equity Registrable Securities (or securities convertible into Equity Securities) and is advised of any Holder joining in writing by its managing underwriter that such underwritten public offer would, request as are specified in its opinion, be adversely effected a written request by the registration so requested; and Holder received by the Company within 20 days after receipt of such written notice from the Company subject to paragraph (iiif) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timebelow.