Common use of Requests for Registration Clause in Contracts

Requests for Registration. Subject to this Section 2, (i) the holders of a majority of the BRS Registrable Securities may request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration ("Long-Form Registrations") or on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations"), if available, (ii) the holders of a majority of the Farallon Registrable Securities may request Long-Form Registrations and Short-Form Registrations, if available, and (iii) the holders of a majority of Canterbury Registrable Securities may request Short-Form Registrations, if available. Each request for a Demand Registration (as defined in Section 2(c)) shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company will give written notice of such requested registration to all other holders of Registrable Securities and will include (subject to the provisions of this Agreement) in such registration, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company's notice.

Requests for Registration. Subject to this Section 2Sections 4.1(c) and 4.3 ------------------------- hereof, (i) each of Seven, Tracinda and each Executive shall have the holders right to make up to three requests, in the case of a majority each of Seven and Tracinda, and up to two requests with respect to all of the BRS Registrable Securities may request Executives, for registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration ("Long-Form Registrations") or on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations"); provided that no request for a Demand ------------------------ -------- ---- Registration may be made at anytime prior to 180 days after the IPO Closing Date; and provided, if availablefurther, (ii) the holders of that any request for a majority of the Farallon Demand Registration shall -------- ------- ---- not be otherwise deemed to be effective unless such request includes Registrable Securities may request Long-Form Registrations and Short-Form Registrations, if available, and (iii) the holders which have an estimated value of a majority of Canterbury Registrable Securities may request Short-Form Registrations, if availableno less than $50,000,000. Each request for a Demand Registration (as defined in Section 2(c)) shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company will give written notice of such All registrations requested registration pursuant to all other holders of Registrable Securities and will include (subject this Section 4.1(a) are referred to the provisions of this Agreement) in such registration, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company's noticeherein as "Demand Registrations." --------------------

Requests for Registration. Subject to this Section 2, (i) At any time the holders of a majority ------------------------- of the BRS CHS Registrable Securities may request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration ("Long-Form Registrations") or or, if available, on Form S-2 ----------------------- or S-3 or any similar short-form registration ("Short-Form Registrations"), if available, (ii. All ------------------------ registrations requested pursuant to this Section 1(a) the holders of a majority of the Farallon Registrable Securities may request Long-Form Registrations and Short-Form are referred to herein as ------------ "Demand Registrations, if available, and (iii) the holders of a majority of Canterbury Registrable Securities may request Short-Form Registrations, if available. ." Each request for a Demand Registration (as defined in Section 2(c)) shall specify -------------------- the approximate number of CHS Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company will shall give written notice of such requested registration to all other holders of Registrable Securities and and, subject to Section 1(d) below, will include (subject to the provisions of this Agreement) in such registration, registration all Registrable ------------ Securities with respect to which the Company has received written requests for inclusion therein within 20 15 days after the receipt of the Company's notice.

Requests for Registration. Subject to this Section 2, (i) At any time after the date hereof the ------------------------- holders of a majority of the BRS Investor Registrable Securities (the "Majority -------- Investor Holders") may request registration under the Securities Act of 1933, ---------------- as amended (the "Securities Act") of all or part any portion of their Registrable -------------- Securities on Form S-1 or any similar long-form registration ("Long-Form --------- Registrations") or on Form S-2 or S-3 or any similar short-form registration ------------- ("Short-Form Registrations"), if available, (ii) the holders of a majority of the Farallon Registrable Securities may request Long-Form Registrations and Short-Form Registrations, if available, and (iii) the holders of a majority of Canterbury Registrable Securities may request Short-Form Registrations, if available. All registrations requested pursuant ------------------------ to this paragraph l(a) are referred to herein as "Demand Registrations." Each -------------------- request for a Demand Registration (as defined in Section 2(c)) shall specify the approximate number of Registrable Securities requested to be registered and registered, the anticipated per share price range for such offeringoffering and the intended method of disposition. Within ten (10) days after receipt of any such request, the Company will shall give written notice of such requested registration to all other holders of Registrable Securities and will shall include (subject to the provisions of this Agreement) in such registration, registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 15 days after the receipt of the Company's notice.

Requests for Registration. Subject to this Section 2At any time after the Closing under the ------------------------- Recapitalization Agreement, (i) the holders of a majority of the BRS Investor Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable Securities on Form S-1 or any similar long-long- form registration ("Long-Form Registrations") or on Form S-2 or S-3 or any similar ----------------------- short-form registration ("Short-Form Registrations"), if available, (ii. All ------------------------ registrations requested pursuant to this paragraph 1(a) the holders of a majority of the Farallon Registrable Securities may request Long-Form Registrations and Short-Form are referred to herein as "Demand Registrations, if available, and (iii) the holders of a majority of Canterbury Registrable Securities may request Short-Form Registrations, if available". Each request for a Demand Registration (as defined in Section 2(c)) shall specify -------------------- the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such requesta request for a Demand Registration, the Company will shall give written notice of such requested registration to all other holders of Registrable Securities and will include (and, subject to the provisions of this Agreementparagraph 1(d) below, shall include in such registration, registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company's notice.

Requests for Registration. Subject to this Section 21B, (iat ------------------------- ---------- any time and from time to time, the holder(s) the holders of a majority of the BRS Registrable Securities may request registration under the Securities Act (a "Demand Registration") of all or part any portion of their such holders' Registrable ------------------- Securities on Form S-1 or any similar long-form registration (a "Long-Form Registrations--------- Registration") or or, if available, on Form S-2 or S-3 or any similar ------------ short-form registration (a "Short-Form RegistrationsRegistration"), if available, (ii) the holders of a majority of the Farallon Registrable Securities may request Long-Form Registrations and Short-Form Registrations, if available, and (iii) the holders of a majority of Canterbury Registrable Securities may request Short-Form Registrations, if available. Each request for a ----------------------- Demand Registration (as defined in Section 2(c)) shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten (10) days after receipt of any such request, the Company will give written notice of such requested registration to all other holders of Registrable Securities and and, subject to Section 1D ---------- below, will include (subject to the provisions of this Agreement) in such registration, registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 fifteen (15) days after the receipt of the Company's notice.

Requests for Registration. Subject to this Section 2At any time that is at least 180 days ------------------------- after the date the Company has completed an initial public offering of its securities registered under the Securities Act, (i) the holders of a majority of the BRS Investor Registrable Securities and the holders of a majority of the Other Registrable Securities may each request registration under the Securities Act of all or part any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement ("Long-Form Registrations") or on Form S-2 or S-3 ----------------------- or any similar short-form registration statement ("Short-Form Registrations"), ------------------------ if available, (iithe Company is eligible to use any such short form. All registrations requested pursuant to this paragraph 1(a) the holders of a majority of the Farallon Registrable Securities may request Long-Form Registrations and Short-Form are referred to herein as "Demand ------ Registrations, if available, and (iii) the holders of a majority of Canterbury Registrable Securities may request Short-Form Registrations, if available. ." Each request for a Demand Registration (as defined in Section 2(c)) shall specify the ------------- approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such requesta request for a Demand Registration, the Company will shall give written notice of such requested registration to all other holders of Registrable Securities and will include (and, subject to the provisions of this Agreementparagraph 1(d) below, shall include in such registration, registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company's notice.

Requests for Registration. Subject to this Section 2At any time after the Closing under the Recapitalization Agreement, (i) the holders of a majority at least 66 2/3% of the BRS Investor Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable Securities on Form S-1 or any similar long-form registration ("Long-Form Registrations") ), and the holders of at least 25% of the Investor Registrable Securities may request registration under the Securities Act of all or any portion of their Investor Registrable Securities on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations"), ) if available, (iithe Company is eligible to use any such short form. All registrations requested pursuant to this paragraph 1(a) the holders of a majority of the Farallon Registrable Securities may request Long-Form Registrations and Short-Form are referred to herein as "Demand Registrations, if available, and (iii) the holders of a majority of Canterbury Registrable Securities may request Short-Form Registrations, if available. ." Each request for a Demand Registration (as defined in Section 2(c)) shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such requesta request for a Demand Registration, the Company will shall give written notice of such requested registration to all other holders of Registrable Securities and will include (and, subject to the provisions of this Agreementparagraph 1(d) below, shall include in such registration, registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company's notice.

Requests for Registration. Subject to this Section 2subsections (c) and (d) ------------------------- below, (i) the holders of a majority of the BRS Investor Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable Securities on Form S-1 or any similar long-registration form registration (available to the Company; provided that the aggregate offering value of the Registrable Securities requested to be registered in any Demand Registration must equal at least $5,000,000. All registrations requested pursuant to this Section 1(a) are ------------ referred to herein as "Long-Form Demand Registrations") or on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations"), if available, (ii) the holders of a majority of the Farallon Registrable Securities may request Long-Form Registrations and Short-Form Registrations, if available, and (iii) the holders of a majority of Canterbury Registrable Securities may request Short-Form Registrations, if available. Each request for a Demand -------------------- Registration (as defined in Section 2(c)) shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company will shall give written notice of such requested registration to all other holders of Registrable Securities and will include (and, subject to the provisions of this AgreementSection 1(c) below, shall include in such registration, ------------ registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 15 days after the receipt of the Company's notice. All Demand Registrations shall be underwritten registrations.

Requests for Registration. Subject to this Section 2At any time, (i) the holders of a ------------------------- majority of the BRS Investor Registrable Securities may request registration under the Securities Act of all or part any portion of their Registrable Securities having an aggregate offering price of at least $5,000,000 (based on the then current market price or fair value at the time of such request) on Form S-1 S- 1 or any similar long-form registration ("Long-Form Registrations") ), or on Form S-2 or S-3 S- ----------------------- 3 or any similar short-form registration ("Short-Form Registrations"), ) if ------------------------ available, (ii. All registrations requested pursuant to this Section 1(a) the holders of a majority of the Farallon Registrable Securities may request Long-Form Registrations and Short-Form are ------------ referred to herein as "Demand Registrations, if available, and (iii) the holders of a majority of Canterbury Registrable Securities may request Short-Form Registrations, if available". Each request for a Demand -------------------- Registration (as defined in Section 2(c)) shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company will shall give written notice of such requested registration to all other holders of Registrable Securities and will shall include (subject to the provisions of this Agreement) in such registration, registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 15 days after the receipt of the Company's notice.

Requests for Registration. Subject to this Section 2At any time, (i) the holders of a ------------------------- majority of the BRS Xxxx Registrable Securities may request registration under the Securities Act of 1933, as amended (the "Securities Act"), of (x) all or part any -------------- portion of their Registrable Securities on Form S-1 or any similar long-form registration ("Long-Form Registrations"), and (y) all or any portion of their ----------------------- Registrable Securities on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("Short-Form ---------- Registrations"), if available, (ii. All registrations requested pursuant to this ------------- paragraph 1(a) the holders of a majority of the Farallon Registrable Securities may request Long-Form Registrations and Short-Form are referred to herein as "Demand Registrations, if available, and (iii) the holders of a majority of Canterbury Registrable Securities may request Short-Form Registrations, if available. ." Each request -------------------- for a Demand Registration (as defined in Section 2(c)) shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten 10 days after receipt of any such request, the Company will shall give written notice of such requested registration to all other holders of Registrable Securities and will include (and, subject to the provisions of this Agreementparagraph 1(d) below, shall include in such registration, registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 15 days after the receipt of the Company's notice.

Requests for Registration. Subject to this Section 2The Majority Series A Holders, (i) and/or ------------------------- the holders of a majority of Majority Series B Holders may request, at any time after 180 days after the BRS Registrable Securities may request Company's Initial Public Offering, registration under the Securities Act of all or part of their Registrable Securities on Form S-1 S-1, or any similar long-form registration ("Long-Form Registrationsform Registration") or , or, if available on Form S-2 or S-3 or -------------------------- any similar short-form of registration ("Short-Form RegistrationsRegistration"), if available, (ii) ; provided ---------------------------- that the holders aggregate offer price of a majority of the Farallon all such Registrable Securities may request Long-Form Registrations and Short-Form Registrations, if available, and (iii) the holders of a majority of Canterbury Registrable Securities may request Short-Form Registrations, if availablebeing registered is at least $10 million. Each request for a Demand Registration (as defined in Section 2(c)) shall specify the approximate number of Registrable Securities requested to be registered registered, and the anticipated per share price range for such offeringproposed underwriter. Within ten days after receipt of any such request, the Company will give written notice of such requested registration to all other holders (if any) of Registrable Securities and and, subject to paragraph (e) below, will include (subject to the provisions of this Agreement) in such registration, registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 15 days after the receipt of the Company's notice. All registrations requested pursuant to this paragraph (a) are referred to herein as "Demand ------- Registrations." ---------------

Requests for Registration. Subject to the terms and conditions of this Section 21, (i) the holders of a majority of the BRS Investor Registrable Securities may request registration registrations under the Securities Act of all or any part of their Investor Registrable Securities on Form S-1 or any similar long-form registration ("Long-Form Registrations") or as specified in Section 1(b) or, if available, on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations") as specified in Section 1(c), if available, (ii. All registrations requested pursuant to this Section 1(a) the holders of a majority of the Farallon Registrable Securities may request Long-Form Registrations and Short-Form are referred to herein as "Demand Registrations, if available, and (iii) the holders of a majority of Canterbury Registrable Securities may request Short-Form Registrations, if available. ." Each request for a Demand Registration (as defined in Section 2(c)) shall specify the approximate number of CHS Registrable Securities or Teachers Registrable Securities, as the case may be, requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company will shall give written notice of such requested registration to all other holders of Registrable Securities and and, subject to Section 1(d) below, will include (subject to the provisions of this Agreement) in such registration, registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 15 days after the receipt of the Company's notice.

Requests for Registration. Subject to At any time on or after the expiration of 180 days following the consummation of the Company's initial public offering, as set forth in this Section 2, (i) 1.2 the holders Holders of a majority of the BRS Registrable Securities may request registration under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration statement ("Long-Form Registrations") or on Form S-2 or S-3 or any similar short-form registration ("Short-Short Form Registrations"), if available, (ii) the holders of a majority of the Farallon Registrable Securities may request Long-Form Registrations and Short-Form Registrations, if available, and (iii) the holders of a majority of Canterbury Registrable Securities may request Short-Form Registrations, if available. Each request for a Demand Registration (as defined in registration shall state that it is being made pursuant to this Section 2(c)) 1.2 and shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offeringregistered. Within ten days after receipt of any such requestnotice, the Company will give written notice shall promptly notify all other Holders of such requested registration to all other holders of Registrable Securities and will include (as soon as practicable shall include, subject to the provisions limitations of this Agreement) in such registrationSection 1.2 hereof, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company's noticetherein. All registrations requested pursuant to Sections 1.2(b) and 1.2(c) are referred to herein as "Demand Registrations."

Requests for Registration. Subject to this Section 2, (i) At any time the holders of a majority ------------------------- of the BRS ABRY Registrable Securities may request registration under the Securities Act of all or part any portion of their the ABRY Registrable Securities (i) on Form S-1 or any similar long-form registration ("Long-Form Registrations"), (ii) or on Form S-2 ----------------------- or S-3 or any similar short-form registration ("Short-Form Registrations"), ) if available, (ii) the holders of a majority of the Farallon Registrable Securities may request Long-Form Registrations and Short-Form Registrations, if available, ------------------------ available and (iii) on any applicable form pursuant to Rule 415 under the holders of Securities Act (a majority of Canterbury Registrable Securities may request Short-Form "415 Registration"). All registrations requested as described ---------------- in this Section 1 are referred to herein as "Demand Registrations, if available. ." Each -------------------- request for a Demand Registration (as defined in Section 2(c)) shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company will shall give written notice of such requested registration to all other holders of Registrable Securities and will shall include (subject to the provisions of this Agreement) in such registration, registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 15 days after the receipt of the Company's notice.