Common use of Requests for Incidental Registration Clause in Contracts

Requests for Incidental Registration. At any time the Company proposes to register any shares of Common Stock under the Securities Act (other than registrations on such form(s) solely for registration of Common Stock in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 5.1(a), whether or not for sale for its own account, the Company will give written notice to each holder of Registrable Securities at least 30 days prior to the initial filing of such Registration Statement with the SEC of its intent to file such registration statement and of such holder's rights under this Section 5.2. Upon the written request of any holder of Registrable Securities made within 20 days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company will use its commercially reasonable efforts to effect the registration (an "Incidental Registration") under the Securities Act of all Registrable Securities which the Company, as the case may be, has been so requested to register by the holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "Incidental Registration Statement"), the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (a) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 5.2 in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith) and (b) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 5.2 during the period that the registration of such other securities is delayed.

Requests for Incidental Registration. At any time the Company proposes to register any shares of Common Stock under the Securities Act (other than registrations on such form(s) solely for registration of Common Stock in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including including, without limitation, registrations pursuant to Section 5.1(a6.1(a), whether or not for sale for its own account, the Company will give written notice to each holder of Registrable Securities at least 30 days prior to the initial filing of such Registration Statement with the SEC of its intent to file such registration statement and of such holder's rights under this Section 5.26.2. Upon the written request of any holder of Registrable Securities made within 20 days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company will use its commercially reasonable efforts to effect the registration (an "Incidental Registration") under the Securities Act of all Registrable Securities which the Company, as the case may be, has been so requested to register by the holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "Incidental Registration Statement"), the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (a) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 5.2 6.2 in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith) and (b) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 5.2 6.2 during the period that the registration of such other securities is delayed.

Requests for Incidental Registration. At any time the Company proposes to register any shares of Class A Common Stock under the Securities Act (other than an Exchange Registration or registrations on such form(s) solely for registration of shares of Class A Common Stock in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 5.1(a), whether or not for sale for its own account, the Company will give written notice to each holder of Registrable Securities at least 30 thirty (30) days prior to the initial filing of such Registration Statement with the SEC of its intent to file such registration statement and of such holder's ’s rights under this Section 5.22.2. Upon the written request of any holder of Registrable Securities made within 20 twenty (20) days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company will use its commercially reasonable best efforts to effect the registration (an "“Incidental Registration"”) under the Securities Act of all Registrable Securities which the Company, as the case may be, has been so requested to register by the holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "Incidental Registration Statement")Registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (a) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 5.2 2.2 in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith) registration, and (b) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 5.2 2.2 during the period that the registration of such other securities is delayed.

Requests for Incidental Registration. At any time the Company proposes to register any shares of Class A Common Stock under the Securities Act (other than an Exchange Registration or registrations on such form(s) solely for registration of shares of Class A Common Stock in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 5.1(a2.2(a), whether or not for sale for its own account, the Company will give written notice to each holder of Registrable Securities at least 30 thirty (30) days prior to the initial filing of such Registration Statement with the SEC of its intent to file such registration statement and of such holder's ’s rights under this Section 5.22.3. Upon the written request of any holder of Registrable Securities made within 20 twenty (20) days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company will use its commercially reasonable best efforts to effect the registration (an "“Incidental Registration"”) under the Securities Act of all Registrable Securities which the Company, as the case may be, has been so requested to register by the holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "Incidental Registration Statement")Registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (a) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 5.2 2.3 in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith) ), and (b) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 5.2 2.3 during the period that the registration of such other securities is delayed.

Requests for Incidental Registration. At any time the Company Holdings proposes to register any shares of Common Stock Holdings Securities under the Securities Act (other than registrations on such form(s) solely for registration of Common Stock Securities in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 5.1(a), whether or not for sale for its own account, the Company Holdings will give written notice to each holder of Registrable Securities at least 30 thirty (30) days prior to the initial filing of such Registration Statement with the SEC of its intent to file such registration statement and of such holder's ’s rights under this Section 5.2. Upon the written request of any holder of Registrable Securities made within 20 twenty (20) days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company Holdings will use its commercially reasonable best efforts to effect the registration (an "“Incidental Registration"”) under the Securities Act of all Registrable Securities which the CompanyHoldings, as the case may be, has been so requested to register by the holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "“Incidental Registration Statement"”), the Company Holdings shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities Holdings and, thereupon, (ai) in the case of a determination not to register, the Company Holdings shall be relieved of its obligation to register any Registrable Securities under this Section 5.2 in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith) ), and (bii) in the case of a determination to delay registration, the Company Holdings shall be permitted to delay registering any Registrable Securities under this Section 5.2 during the period that the registration of such other securities is delayed.

Requests for Incidental Registration. At any time the Company proposes to register any shares of Class A Common Stock under the Securities Act (other than an Exchange Registration or registrations on such form(s) solely for registration of shares of Class A Common Stock in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 5.1(a2.2(a), whether or not for sale for its own account, the Company will give written notice to each holder of Registrable Securities the Demand Committee at least 30 fifteen (15) days prior to the initial filing of such Registration Statement with the SEC of its intent to file such registration statement and of such holder's rights under this Section 5.2statement. Upon the written request of any holder of Registrable Securities the Demand Committee made within 20 twenty (20) days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company will use its commercially reasonable efforts to effect the registration (an "“Incidental Registration"”) under the Securities Act of all Registrable Securities which the Company, as the case may be, has been so requested to register by the holders thereofDemand Committee; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "Incidental Registration Statement")Registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of such Registrable Securities and, thereupon, (a) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 5.2 2.3 in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith) ), and (b) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 5.2 2.3 during the period that the registration of such other securities is delayed. The Demand Committee shall allocate participation in any Incidental Registration ratably among Covered Persons in accordance with their Registrable Securities.

Requests for Incidental Registration. At If at any time prior to the expiration of the Registration Period, (i) the Company proposes to register any shares of Common Stock under the Securities Act (other than registrations on such form(s) solely for registration of Common Stock in connection with any employee benefit plan or dividend reinvestment plan or the public offering of such shares for cash (a merger or consolidation"Proposed Registration"), including registrations pursuant to Section 5.1(a)other than a registration statement on Form S-8 or Form S-4 or any successor or other forms promulgated for similar purposes, whether or and (ii) a Registration Statement covering the sale of all of the Registrable Common Shares is not then effective and available for sale for its own accountsales thereof by the Holders, the Company will shall, at such time, promptly give each Holder written notice of such Proposed Registration. Each Holder shall have ten (10) Business Days from its receipt of such notice to each holder deliver to the Company a written request specifying the amount of Registrable Securities at least 30 days prior Common Shares that such Holder intends to the initial filing sell and such Holder's intended method of distribution. The failure of any Holder to respond within such 10-Business Day period shall be deemed to be a waiver of such Registration Statement with the SEC of its intent to file such registration statement and of such holderHolder's rights under this Section 5.23 with respect to such Proposed Registration. Upon the written request receipt of any holder of Registrable Securities made within 20 days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder)request, the Company will shall use its commercially reasonable best efforts to effect cause all Registrable Common Shares which the registration Company has been requested to register to be registered under the Securities Act to the extent necessary to permit their sale or other disposition in accordance with the intended methods of distribution specified in the request of such Holder (an "Incidental RegistrationRegistration Statement"); provided, however, that the Company shall have the right to postpone or withdraw any registration effected pursuant to this Section 3 without obligation to the Holders. If, in connection with any underwritten public offering for the account of the Company or for stockholders of the Company that have contractual rights to require the Company to register shares of Common Stock, the managing underwriter(s) under thereof shall impose a limitation on the Securities Act number of shares of Common Stock which may be included in a registration statement because, in the judgment of such underwriter(s), marketing or other factors dictate such limitation is necessary to facilitate such offering, then the Company shall be obligated to include in such Incidental Registration Statement: first, all Registrable Securities which of the securities to be offered for the account of the Company; second, the Registrable Common Shares to be offered for the account of the Holders pursuant to this Section 3(a), the securities to be offered for the account of certain stockholders pursuant to that certain Registration Rights Agreement dated as of May 15, 2003 by and between the Company and the parties thereto, and securities to be offered for the account of certain stockholders pursuant to that certain Series D Preferred Stock Purchase Agreement dated as of December 28, 1999, by and among the Company and the parties thereto, as a group, which Registrable Common Shares and securities shall be allocated pro rata among such Holders and other stockholders based on the number of Registration Securities or other securities, as the case may be, has been so requested to register be included in such offering by the holders thereofeach Holder or other stockholder; providedand third, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "Incidental Registration Statement"), the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (a) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 5.2 in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith) and (b) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 5.2 during the period that the registration of such other securities is delayedrequested to be included in such offering.

Requests for Incidental Registration. At any time the Company proposes to register any shares of Common Stock Securities under the Securities Act (other than registrations on such form(s) solely for registration of Common Stock Securities in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 5.1(a), whether or not for sale for its own account, the Company will give written notice to each holder of Registrable Securities at least 30 thirty (30) days prior to the initial filing of such Registration Statement with the SEC of its intent to file such registration statement and of such holder's ’s rights under this Section 5.2. Upon the written request of any holder of Registrable Securities made within 20 twenty (20) days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company will use its commercially reasonable best efforts to effect the registration (an "“Incidental Registration"”) under the Securities Act of all Registrable Securities which the Company, as the case may be, has been so requested to register by the holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "“Incidental Registration Statement"”), the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (ai) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 5.2 in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith) ), and (bii) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 5.2 during the period that the registration of such other securities is delayed.

Requests for Incidental Registration. At any time the Company proposes to register any shares of Common Stock Securities under the Securities Act (other than registrations on such form(s) solely for registration of Common Stock Securities in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 5.1(a), whether or not for sale for its own account, the Company will give written notice to each holder of Registrable Securities at least 30 thirty (30) days prior to the initial filing of such Registration Statement with the SEC of its intent to file such registration statement and of such holder's ’s rights under this Section 5.2. Upon the written request of any holder of Registrable Securities made within 20 twenty (20) days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company will use its commercially reasonable best efforts to effect the registration (an "“Incidental Registration"”) under the Securities Act of all Registrable Securities which the Company, as the case may be, has been so requested to register by the holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "“Incidental Registration Statement"”), the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (ai) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 5.2 in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith) ), and (bii) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 5.2 during the period that the registration of such other securities is delayed.

Requests for Incidental Registration. At If at any time the Company proposes to register any shares of Common Stock under the Securities Act (other than registrations on such form(s) solely for registration of Common Stock in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including including, without limitation, registrations pursuant to Section 5.1(a3.1(a), whether or not for sale for its own account, the Company will give written notice to each holder of Registrable Securities at least 30 days prior to the initial filing of such Registration Statement with the SEC of its intent to file such registration statement and of such holder's rights under this Section 5.23.2. Upon the written request of any holder of Registrable Securities made within 20 days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company will use its commercially reasonable efforts to effect the registration (an "Incidental Registration") under the Securities Act of all Registrable Securities which the Company, as the case may be, has been so requested to register by the holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "Incidental Registration Statement")Registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (a) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 5.2 3.2 in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith) and (b) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 5.2 3.2 during the period that the registration of such other securities is delayed.

Requests for Incidental Registration. At any time the Company proposes to register for a Public Offering any shares of Common Stock under the Securities Act (other than registrations on such form(s) solely for registration of Common Stock in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation)Act, including registrations pursuant to Section 5.1(a2.1(a), whether or not for sale for its own account, the Company will give written notice to each holder of Registrable Securities Shares at least 30 20 days prior to the initial filing of such Registration Statement with the SEC of its intent to file such registration statement Registration Statement (or, if earlier, within 5 business days of receipt of a Registration Notice) and of such holder's ’s rights under this Section 5.22.2. Upon the written request of any holder of Registrable Securities Shares made within 20 10 days after any such notice is given by the Company (which request shall specify the Registrable Securities Shares intended to be disposed of by such holder), subject to the provisions of this Article 2, the Company will use its commercially reasonable efforts to effect the registration (an "“Incidental Registration"”) under the Securities Act of all Registrable Securities Shares which the Company, as the case may be, Company has been so requested to register by the holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "“Incidental Registration Statement"”), (i) the Company shall determine not to register such securities for its own account (provided such Company-initiated registration is not pursuant to Section 2.1(a) hereof) or to defer the registration of such securities in accordance with Section 2.1(e), or (ii) the Securityholder exercising a Demand Right shall determine for any reason not to register or to delay registration of such securities, the Company mayor such Securityholder, as the case may be, at its election, may give written notice of such determination to each holder of Registrable Securities Shares and, thereupon, (a) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities Shares under this Section 5.2 2.2 or under Section 2.1 in connection with such particular registration (but not from its obligation to pay the expenses incurred in connection therewith) and (b) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities Shares under this Section 5.2 2.2 or under Section 2.1 during the period that the registration of such other securities is delayed.

Requests for Incidental Registration. At any time the Company Issuer proposes to register any shares of Common Stock under the Securities Act (other than registrations on such form(s) solely for registration of Common Stock in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 5.1(a), whether or not for sale for its own account, the Company Issuer will give written notice to each holder of Registrable Securities at least 30 days prior to the initial filing of such Registration Statement with the SEC of its intent to file such registration statement and of such holder's ’s rights under this Section 5.2. Upon the written request of any holder of Registrable Securities made within 20 days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company Issuer will use its commercially reasonable efforts to effect the registration (an "“Incidental Registration"”) under the Securities Act of all Registrable Securities which the Company, as the case may be, Issuer has been so requested to register by the holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "“Incidental Registration Statement"”), the Company Issuer shall determine for any reason not to register or to delay registration of such securities, the Company Issuer may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (a) in the case of a determination not to register, the Company Issuer shall be relieved of its obligation to register any Registrable Securities under this Section 5.2 in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith) and (b) in the case of a determination to delay registration, the Company Issuer shall be permitted to delay registering any Registrable Securities under this Section 5.2 during the period that the registration of such other securities is delayed.

Requests for Incidental Registration. At any time if the Company proposes to register any shares of Class A Common Stock under the Securities Act Act, except for (i) any registration in connection with a primary offering of Class A Common Stock by the Company unless the Company proposes in such registration to register sales of selling stockholders of the Company or (ii) any other than registrations on such form(s) solely for registration of shares of Class A Common Stock in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 5.1(a), whether or not for sale for its own account, the Company will give written notice to each holder of Registrable Securities the Sellers at least 30 fifteen (15) days prior to the initial filing of such Registration Statement with the SEC of its intent to file such registration statement and of such holder's rights under this Section 5.2statement. Upon the written request of any holder of Registrable Securities the Sellers made within 20 twenty (20) days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company will use its commercially reasonable efforts to effect the registration (an "“Incidental Registration"”) under the Securities Act of all Registrable Securities which the Company, as the case may be, has been so requested to register by the holders thereofSellers; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "Incidental Registration Statement")Registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of such Registrable Securities and, thereupon, (a) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 5.2 2.2 in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith) ), and (b) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 5.2 2.2 during the period that the registration of such other securities is delayed.

Requests for Incidental Registration. At any time the Company proposes to register any shares of Common Stock under the Securities Act (other than registrations on such form(s) solely for registration of Common Stock in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 5.1(a), whether or not for sale for its own account, the Company will give written notice to each holder of Registrable Securities at least 30 thirty (30) days prior to the initial filing of such Registration Statement with the SEC of its intent to file such registration statement and of such holder's rights under this Section 5.2. Upon the written request of any holder of Registrable Securities made within 20 twenty (20) days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company will use its commercially reasonable best efforts to effect the registration (an "Incidental Registration") under the Securities Act of all Registrable Securities which the Company, as the case may be, has been so requested to register by the holders thereof; providedPROVIDED, howeverHOWEVER, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "Incidental Registration Statement"), the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (a) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 5.2 in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith) ), and (b) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 5.2 during the period that the registration of such other securities is delayed.

Requests for Incidental Registration. At any time the Company proposes to register any shares of Common Stock under the Securities Act (other than a Demand Registration, Shelf Registration or registrations on such form(s) solely for registration of shares of Common Stock in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 5.1(a), whether or not for sale for its own account, the Company will give written notice to each holder of Registrable Securities at least 30 thirty (30) days prior to the initial filing of such Registration Statement with the SEC of its intent to file such registration statement and of such holder's ’s rights under this Section 5.22.3. Upon the written request of any holder of Registrable Securities made within 20 twenty (20) days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company will use its commercially reasonable best efforts to effect the registration (each, an "“Incidental Registration"”) under the Securities Act of all Registrable Securities which the Company, as the case may be, has been so requested to register by the holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "Incidental Registration Statement")Registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (a) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 5.2 2.3 in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith) registration, and (b) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 5.2 2.3 during the period that the registration of such other securities is delayed.

Requests for Incidental Registration. At any time the Company proposes to register for a Public Offering any shares of Common Stock under the Securities Act (other than registrations on such form(s) solely for registration of Common Stock in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation)Act, including registrations pursuant to Section 5.1(a2.1(a), whether or not for sale for its own account, the Company will give written notice to each holder of Registrable Securities Shares at least 30 20 days prior to the anticipated initial filing of such Registration Statement with the SEC of its intent to file such registration statement Registration Statement (or, if earlier, within 5 business days of receipt of a Registration Notice) and of such holder's ’s rights under this Section 5.22.2. Upon the written request of any holder of Registrable Securities Shares made within 20 10 days after any such notice is given by the Company (which request shall specify the Registrable Securities Shares intended to be disposed of by such holder), the Company will use its commercially reasonable efforts to effect the registration (an "“Incidental Registration"”) under the Securities Act of all Registrable Securities Shares which the Company, as the case may be, Company has been so requested to register by the holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "“Incidental Registration Statement"”), (i) the Company shall determine not to register such securities for its own account or to defer the registration of such securities in accordance with Section 2.1(f) or Section 2.3(b), or (ii) the Securityholder exercising a Demand Right shall determine for any reason not to register or to delay registration of such securities, the Company mayor such Securityholder, as the case may be, at its election, may give written notice of such determination to each holder of Registrable Securities Shares and, thereupon, (ax) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities Shares under this Section 5.2 2.2 or under Section 2.1 in connection with such particular registration (but not from its obligation to pay the expenses incurred in connection therewith) and (by) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities Shares under this Section 5.2 2.2 or under Section 2.1 during the period that the registration of such other securities is delayed.

Requests for Incidental Registration. At any time the Company proposes to register any shares of Class A Common Stock under the Securities Act (other than an Exchange Registration or registrations on such form(s) solely for registration of shares of Class A Common Stock in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 5.1(a)2.2(a) of the Other Registration Rights Agreement, whether or not for sale for its own account, the Company will give written notice to each holder of Registrable Securities at least 30 thirty (30) days prior to the initial filing of such Registration Statement with the SEC of its intent to file such registration statement and of such holder's ’s rights under this Section 5.22.3. Upon the written request of any holder of Registrable Securities made within 20 twenty (20) days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company will use its commercially reasonable best efforts to effect the registration (an "“Incidental Registration"”) under the Securities Act of all Registrable Securities which the Company, as the case may be, has been so requested to register by the holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "Incidental Registration Statement")Registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (a) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 5.2 2.3 in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith) ), and (b) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 5.2 2.3 during the period that the registration of such other securities is delayed.

Requests for Incidental Registration. At any time the Company proposes to register any shares of Common Stock under the Securities Act (other than registrations on such form(s) solely for registration of Common Stock in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 5.1(a), whether or not for sale for its own account, the Company will give written notice to each holder of Registrable Securities at least 30 thirty (30) days prior to the initial filing of such Registration Statement with the SEC of its intent to file such registration statement and of such holder's ’s rights under this Section 5.2. Upon the written request of any holder of Registrable Securities made within 20 twenty (20) days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company will use its commercially reasonable best efforts to effect the registration (an "“Incidental Registration"”) under the Securities Act of all Registrable Securities which the Company, as the case may be, has been so requested to register by the holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "“Incidental Registration Statement"”), the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (ai) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 5.2 in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith) ), and (bii) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 5.2 during the period that the registration of such other securities is delayed.

Requests for Incidental Registration. At any time the Company proposes to register any shares of Common Stock under the Securities Act (other than registrations on such form(s) solely for registration of Common Stock in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 5.1(a), whether or not for sale for its own account, the Company will give written notice to each holder of Registrable Securities at least 30 thirty (30) days prior to the initial filing of such Registration Statement with the SEC of its intent to file such registration statement and of such holder's ’s rights under this Section 5.2; provided, the Employee Holders shall be given an opportunity, as each such Employee Holder shall elect, either (x) to convert all Class B Units which are Vested Units into Class A-2 Units which shall be Registrable Securities, such conversion to be based on the Fair Market Value of such Class B Units as determined by the Board in good faith (with the valuation to be based on the requirements for determining Fair Market Value set forth in the Employee’s Management Security Agreement) or (y) in lieu of such conversion, to include additional Class A-2 Units in such registration having an aggregate value equal to the aggregate value of such Class B Units as determined above, in each case pursuant to the provisions of this Section 5.3. Upon the written request of any holder of Registrable Securities made within 20 twenty (20) days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company will use its commercially reasonable best efforts to effect the registration (an "“Incidental Registration"”) under the Securities Act of all Registrable Securities which the Company, as the case may be, has been so requested to register by the holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "“Incidental Registration Statement"”), the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (ai) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 5.2 in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith) ), and (bii) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 5.2 during the period that the registration of such other securities is delayed. The foregoing provisions of this Section 5.2(a) to the contrary notwithstanding, this Section 5.2(a) shall not apply to Employee Securities in connection with an initial Public Offering or a subsequent Public Offering that, taking into account all shares issued in all previous Public Offerings, does not constitute a Qualified Public Offering.

Requests for Incidental Registration. At any time the Company proposes to register for a Public Offering any shares of Common Stock Registrable Securities under the Securities Act (other than registrations on such form(s) solely for registration of Common Stock in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation)Act, including registrations pursuant to Section 5.1(a2.1(a) and 2.1(b), whether or not for sale for its own account, the Company will give written notice to each holder of Registrable Securities Shares at least 30 20 days prior to the initial filing of such Registration Statement with the SEC of its intent to file such registration statement Registration Statement and of such holder's rights under this Section 5.22.2. Upon the written request of any holder of Registrable Securities Shares made within 20 10 days after any such notice is given (which request shall specify the Registrable Securities Shares intended to be disposed of by such holder), the Company will use its commercially reasonable efforts to effect the registration (an "Incidental Registration") under the Securities Act of all Registrable Securities Shares which the Company, as the case may be, Company has been so requested to register by the holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "Incidental Registration Statement"), (i) the Company shall determine not to register such securities for its own account (provided such Company-initiated registration is not pursuant to Section 2.1(b) hereof) or to defer the registration of such securities in accordance with Section 2.1(f), or (ii) the Securityholder exercising a Demand Right shall determine for any reason not to register or to delay registration of such securities, the Company mayor such Securityholder, as the case may be, at its election, may give written notice of such determination to each holder of Registrable Securities Shares and, thereupon, (a) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities Shares under this Section 5.2 2.2 or under Section 2.1 in connection with such particular registration (but not from its obligation to pay the expenses incurred in connection therewith) and (b) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities Shares under this Section 5.2 2.2 or under Section 2.1 during the period that the registration of such other securities is delayed.

Requests for Incidental Registration. At any time the Company proposes to register any shares of Class A Common Stock under the Securities Act (other than an Exchange Registration or registrations on such form(s) solely for registration of shares of Class A Common Stock in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 5.1(a2.2(a), whether or not for sale for its own account, the Company will give written notice to each holder of Registrable Securities the Demand Committee at least 30 fifteen (15) days prior to the initial filing of such Registration Statement with the SEC of its intent to file such registration statement and of such holder's rights under this Section 5.2statement. Upon the written request of any holder of Registrable Securities the Demand Committee made within 20 twenty (20) days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company will use its commercially reasonable efforts to effect the registration (an "“Incidental Registration"”) under the Securities Act of all Registrable Securities which the Company, as the case may be, has been so requested to register by the holders thereofDemand Committee; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "Incidental Registration Statement")Registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of such Registrable Securities and, thereupon, (a) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 5.2 2.3 in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith) ), and (b) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 5.2 2.3 during the period that the registration of such other securities is delayed.

Requests for Incidental Registration. At any time the Company proposes to register any shares of Common Stock under the Securities Act (other than registrations on such form(s) solely for registration of Common Stock in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section SECTION 5.1(a), whether or not for sale for its own account, the Company will give written notice to each holder of Registrable Securities at least 30 days prior to the initial filing of such Registration Statement with the SEC of its intent to file such registration statement and of such holder's rights under this Section SECTION 5.2. Upon the written request of any holder of Registrable Securities made within 20 days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company will use its commercially reasonable efforts to effect the registration (an "Incidental RegistrationINCIDENTAL REGISTRATION") under the Securities Act of all Registrable Securities which the Company, as the case may be, has been so requested to register by the holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "Incidental Registration StatementINCIDENTAL REGISTRATION STATEMENT"), the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (a) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section SECTION 5.2 in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith) and (b) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section SECTION 5.2 during the period that the registration of such other securities is delayed.

Requests for Incidental Registration. At any time the Company proposes to register any shares of Common Stock under the Securities Act (other than registrations on such form(s) solely for registration of Common Stock in connection with any employee benefit plan or dividend reinvestment plan or a merger or consolidation), including registrations pursuant to Section 5.1(a3(a)(i), whether or not for sale for its own account, the Company will give written notice to each holder of Registrable Securities at least 30 thirty (30) days prior to the initial filing of such Registration Statement with the SEC of its intent to file such registration statement and of such holder's ’s rights under this Section 5.23(b). Upon the written request of any holder of Registrable Securities made within 20 twenty (20) days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company will use its commercially reasonable best efforts to effect the registration (an "“Incidental Registration"”) under the Securities Act of all Registrable Securities which the Company, as the case may be, has been so requested to register by the holders thereof; provided, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration (each an "“Incidental Registration Statement"”), the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon, (ai) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this Section 5.2 3(b) in connection with such registration (but not from its obligation to pay the expenses incurred in connection therewith) ), and (bii) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this Section 5.2 3(b) during the period that the registration of such other securities is delayed.