Common use of Right to Demand; Demand Notices Clause in Contracts

Right to Demand; Demand Notices. Subject to the provisions of this Section 2, at any time and from time to time following the Lock-up Period, the Majority Stockholders (the “Demand Party”) shall have the right to make written requests during the term of this Agreement to the Company for registration under and in accordance with the provisions of the Securities Act of all or part of its Registrable Securities on Form S-1, or any successor long form registration statement form, or, if available, Form S-3, or any successor short form registration statement form (such registration, a “Demand Registration”). In no event shall the Company be required to effect more than two Demand Registrations on Form S-1 or any successor long form registration statement form pursuant to this Section 2(a) during the term of this Agreement; provided, a Demand Registration shall be deemed to be withdrawn and shall not be deemed to have been requested for purposes of this Section 2(a) to the extent the Company is not deemed, pursuant to Section 2(e), to have effected such Demand Registration. All requests made pursuant to this Section 2 will specify the aggregate amount of Registrable Securities to be registered, and will also specify the intended method of transfer thereof (a “Demand Notice”), including, if such transfer is pursuant to an Underwritten Offering, whether such offering shall be a “firm commitment” underwriting. The Company shall (i) as promptly as reasonably practicable but in no event later than two Business Days after the receipt of a Demand Notice, give written notice thereof to all other Stockholders, which notice shall specify the number of Registrable Securities subject to the Demand Registration, the registration statement form to be used, the names and notice information of the Demand Party and the intended method of disposition of such Registrable Securities and (ii) subject to Section 2(g), include in the Registration Statement filed pursuant to such Demand Registration all of the Registrable Securities requested by such Stockholders for inclusion in such Registration Statement from whom the Company has received a written request for inclusion therein within ten days after the receipt by such Stockholders of such written notice referred to in clause (i) above. Each such request by such Stockholders shall specify the number of Registrable Securities proposed to be registered and such Stockholder shall send a copy of such request to the Demand Party. The failure of any Stockholder to respond within such 10-day period referred to in clause (ii) above shall be deemed to be a waiver of such Stockholder’s rights under this paragraph (a) with respect to such Demand Registration. If a Stockholder sends the Company a written request for inclusion of part or all of such Stockholder’s Registrable Securities in a registration, such Stockholder shall not be entitled to withdraw or revoke such request without the prior written consent of the Company unless, as a result of facts or circumstances arising after the date on which such request was made relating to the Company or to market conditions, such Stockholder reasonably determines that participation in such registration would have a material adverse effect on such Stockholder. Subject to Section 2(b), promptly upon receipt of any such Demand Notice, the Company will use its commercially reasonable efforts to cause to become effective, as soon as possible, but in any event within 90 days following receipt for a Demand Registration on Form S-1 and 60 days after receipt for a Demand Registration on Form S-3, such registration under the Securities Act of the Registrable Securities that the Company has been so requested to register. The Company shall not be required to effect more than one Underwritten Demand Registration or Underwritten Shelf Registration in any six-month period.

Right to Demand; Demand Notices. Subject to the provisions of this Section 24 and Section 10 of this Agreement, at any time and from time to time on or after the first day of the month following the Lock-up Periodfirst anniversary of the Company’s initial Public Offering, any Demand Holder (on no more than five occasions collectively for so long as the Majority Stockholders (the “Demand Party”) shall have the right Company is not eligible to register shares on Form S-3), may make a written requests during the term of this Agreement request to the Company for registration under and in accordance with the provisions of the Securities Act of all or part of its the Registrable Securities owned by such Demand Holder totaling no less than 5% of the then-outstanding shares of Common Stock (each a “Demand”); provided, however, that if the Company is entitled to register Registrable Securities on Form S-1, S-3 or any successor long form registration statement formForm to such Form, orthen such 5% threshold shall be reduced to a 1% threshold. Except in the case of a Shelf Registration (as defined below), if availablepromptly upon receipt of any such request (but in no event more than five business days thereafter), Form S-3, or any successor short form registration statement form the Company will serve written notice (such registration, a the “Demand RegistrationNotice”). In no event shall ) of such registration request to the Full Rightholders, and the Company be required will, subject to effect more than two Section 4(f), include in such registration all Registrable Securities of the Full Rightholders with respect to which the Company has received written requests for inclusion therein within 10 days after the Demand Registrations on Form S-1 or any successor long form registration statement form Notice has been delivered to the Full Rightholders. All requests made pursuant to this Section 2(a4(a) during will specify the term aggregate amount of this Agreement; providedRegistrable Securities such Full Rightholder desires to be registered and will also specify the intended methods of disposition thereof. If the Company is requested to effect a Demand Registration or a Shelf Registration or an Underwritten Offering and the Board of Directors determines in good faith (by a resolution adopted by at least a majority of the members of the Board of Directors) that (i) it would reasonably be expected that the filing of such registration statement or execution of such Underwritten Offering would materially interfere with or require the public disclosure of any material corporate transaction, including any material financing, securities offering, acquisition, disposition, corporate reorganization or merger involving the Company or any of its subsidiaries, or (ii) the Company possesses material non-public information that would reasonably be expected not to be in the best interests of the Company to be disclosed on or before the date such filing would otherwise be required hereunder, the Company shall have the right to defer such filing or Underwritten Offering for a period of not more than 90 days after receipt of the request for such registration from the Demand Holders, provided that such right may not be exercised more than once in any 12-month period. If the Company shall so postpone the filing of a registration statement or prospectus supplement, as applicable, and if the Demand Holders within 30 days after receipt of a notice of postponement from the Company advise the Company in writing that they have determined to withdraw such request for registration, then such Demand Registration shall be deemed to be withdrawn and such request shall not be deemed not to have been exercised for purposes of determining whether such Demand Holders have exercised their right to one of the Demand Registrations permitted to such Demand Holders pursuant to this Section 4(a). For purposes of counting the number of Demand Registrations, the Company will not have been deemed to effect a Demand Registration unless and until the Registration Statement requested under this Section 4(a) becomes effective and remains effective under the Securities Act until all Registrable Securities covered by such Registration Statement have been sold (the “Effectiveness Period”). For the avoidance of doubt, a Demand Registration shall not constitute a Demand Registration for purposes of this Section 2(a4(a) to the extent the Company is not deemed, pursuant to Section 2(e), to have effected such Demand Registration. All requests made pursuant to this Section 2 will specify the aggregate amount of Registrable Securities to be registered, and will also specify the intended method of transfer thereof (a “Demand Notice”), including, if such transfer is pursuant to an Underwritten Offering, whether such offering shall be a “firm commitment” underwriting. The Company shall (i) as promptly as reasonably practicable but in no event later than two Business Days after the receipt of a Demand Notice, give written notice thereof to all other Stockholders, which notice shall specify the number of Registrable Securities subject to the Demand Registration, the registration statement form to be used, the names and notice information of the Demand Party and the intended method of disposition of such Registrable Securities and (ii) subject to Section 2(g), include in the Registration Statement filed pursuant to relating thereto is not maintained effective for its entire Effectiveness Period, in which case the Demand Holder initiating such Demand Registration all of the Registrable Securities requested by such Stockholders for inclusion in such Registration Statement from whom the Company has received a written request for inclusion therein within ten days after the receipt by such Stockholders of such written notice referred to in clause (i) above. Each such request by such Stockholders shall specify the number of Registrable Securities proposed to be registered and such Stockholder shall send a copy of such request to the Demand Party. The failure of any Stockholder to respond within such 10-day period referred to in clause (ii) above shall be deemed to be a waiver of such Stockholder’s rights under this paragraph (a) with respect to such Demand Registration. If a Stockholder sends the Company a written request for inclusion of part or all of such Stockholder’s Registrable Securities in a registration, such Stockholder shall not be entitled to withdraw or revoke such request without the prior written consent of the Company unless, as a result of facts or circumstances arising after the date on which such request was made relating to the Company or to market conditions, such Stockholder reasonably determines that participation in such registration would have a material adverse effect on such Stockholder. Subject to Section 2(b), promptly upon receipt of any such Demand Notice, the Company will use its commercially reasonable efforts to cause to become effective, as soon as possible, but in any event within 90 days following receipt for a an additional Demand Registration on Form S-1 and 60 days after receipt for a Demand Registration on Form S-3, such registration under the Securities Act of the Registrable Securities that the Company has been so requested to register. The Company shall not be required to effect more than one Underwritten Demand Registration or Underwritten Shelf Registration in any six-month periodlieu thereof.

Right to Demand; Demand Notices. Subject to the provisions of this Section 23, following the consummation of the IPO at any time and from time to time following the Lock-up Periodtime, the Majority Stockholders Apollo (the “Demand Party”) shall have the right to make written requests during the term of this Agreement to the Company for registration under and in accordance with the provisions of the Securities Act of all or part of its Registrable Securities on Form S-1, or any successor long form registration statement form, or, if available, Form S-3, or any successor short form registration statement form (such registration, together with any registrations requested by Apollo pursuant to Section 3(f), a “Demand Registration”). In no event shall the Company be required to effect Apollo make requests for more than two five Demand Registrations on Form S-1 or any successor long form registration statement form pursuant to this Section 2(a3(a) during the term of this Agreement; provided, however, that a Demand Registration shall be deemed to be withdrawn and shall not be deemed to have been requested for purposes of this Section 2(a3(a) to the extent the Company is not deemed, pursuant to Section 2(e3(d), to have effected such Demand Registration. All requests made pursuant to this Section 2 3 will specify the aggregate amount of Registrable Securities to be registered, and will also specify the intended method of transfer thereof (a “Demand Notice”), including, if such transfer is pursuant to an Underwritten Offering, whether such offering shall be a “firm commitment” underwriting. The Company shall (i) as promptly as reasonably practicable but in no event later than two Business Days after the receipt of a Demand Notice, give written notice thereof to all other Stockholders, which notice shall specify the number of Registrable Securities subject to the Demand Registration, the registration statement form to be used, the names and notice information of the Demand Party and the intended method of disposition of such Registrable Securities and (ii) subject to Section 2(g), include in the Registration Statement filed pursuant to such Demand Registration all of the Registrable Securities requested by such Stockholders for inclusion in such Registration Statement from whom the Company has received a written request for inclusion therein within ten days after the receipt by such Stockholders of such written notice referred to in clause (i) above. Each such request by such Stockholders shall specify the number of Registrable Securities proposed to be registered and such Stockholder shall send a copy of such request to the Demand Party. The failure of any Stockholder to respond within such 10-day period referred to in clause (ii) above shall be deemed to be a waiver of such Stockholder’s rights under this paragraph (a) with respect to such Demand Registration. If a Stockholder sends the Company a written request for inclusion of part or all of such Stockholder’s Registrable Securities in a registration, such Stockholder shall not be entitled to withdraw or revoke such request without the prior written consent of the Company unless, as a result of facts or circumstances arising after the date on which such request was made relating to the Company or to market conditions, such Stockholder reasonably determines that participation in such registration would have a material adverse effect on such Stockholder. Subject to Section 2(b3(g), promptly upon receipt of any such Demand Notice, the Company will use its commercially reasonable best efforts to cause to become effectiveeffect, as soon as possible, but in any event within 90 days following after (i) receipt for a of such Demand Registration on Form S-1 and 60 days after receipt for a Demand Registration on Form S-3Notice or (ii) such later date permitted by Section 3(b), such registration under the Securities Act of the Registrable Securities that the Company has been so requested to register. The Company shall not be required to effect more than one Underwritten Demand Registration or Underwritten Shelf Registration in any six-month period.

Right to Demand; Demand Notices. Subject to the provisions of this Section 23, the Apollo Holder, the Xxxxxxxxxxx Holders and the Gores Sponsor may at any time and from time to time following time, subject to (i) the Lock-up Periodtransfer restrictions set forth in Section 2, the Majority Stockholders and (the “Demand Party”ii) shall have the right to such Stockholder’s Registration Limit, make a written requests during the term of this Agreement request to the Company (with a copy delivered simultaneously to the other parties hereto) for registration under and in accordance with the provisions of the Securities Act on (A) Form S-1 or (B) if available, Form S-3, which, in the case of either clause (A) or clause (B), may be a shelf registration statement filed pursuant to Rule 415 of the Rules and Regulations, of all or part of its Registrable Securities on Form S-1(such requesting Stockholder, or any successor long form registration statement form, or, if available, Form S-3, or any successor short form registration statement form (the “Demand Party” and such registration, a “Demand Registration”). In no event shall the Company be required to effect more than two Demand Registrations on Form S-1 or any successor long form registration statement form pursuant to this Section 2(a) during the term of this Agreement; provided, a Demand Registration shall be deemed that, in the case of an Underwritten Offering, the sale of the Registrable Securities required to be withdrawn and shall registered is reasonably expected to result in aggregate gross proceeds of not be deemed to have been requested for purposes of this Section 2(a) to the extent the Company is not deemed, pursuant to Section 2(e), to have effected such Demand Registrationless than $20,000,000. All requests made pursuant to this Section 2 3 will specify the aggregate amount of Registrable Securities to be registered, specify if such registration is intended, in whole or in part, as an Indemnity Transfer (and, if so, whether an Escrowed Share Sale), and will also specify the intended method of transfer thereof (a “Demand Notice”), including, if such transfer is pursuant to an Underwritten Offering, whether such offering shall be a “firm commitment” underwriting. The Company shall (i) as promptly as reasonably practicable but in no event later than two Business Days after the receipt of a Demand Notice, give written notice thereof to all other Stockholders, which notice shall specify the number of Registrable Securities subject to the Demand Registration, the registration statement form to be used, the names and notice information of the Demand Party and the intended method of disposition of such Registrable Securities and (ii) subject to Section 2(g), include in the Registration Statement filed pursuant to such Demand Registration all of the Registrable Securities requested by such Stockholders for inclusion in such Registration Statement from whom the Company has received a written request for inclusion therein within ten days after the receipt by such Stockholders of such written notice referred to in clause (i) above. Each such request by such Stockholders shall specify the number of Registrable Securities proposed to be registered and such Stockholder shall send a copy of such request to the Demand Party. The failure of any Stockholder to respond within such 10-day period referred to in clause (ii) above shall be deemed to be a waiver of such Stockholder’s rights under this paragraph (a) with respect to such Demand Registration. If a Stockholder sends the Company a written request for inclusion of part or all of such Stockholder’s Registrable Securities in a registration, such Stockholder shall not be entitled to withdraw or revoke such request without the prior written consent of the Company unless, as a result of facts or circumstances arising after the date on which such request was made relating to the Company or to market conditions, such Stockholder reasonably determines that participation in such registration would have a material adverse effect on such Stockholder. Subject to Section 2(b3(b), promptly upon receipt of any such Demand Notice, the Company will use its commercially reasonable best efforts to cause to become effectiveeffect, as soon as possible, but in any event within 90 days following receipt for a Demand Registration on Form S-1 and 60 45 days after (i) receipt for a of such Demand Registration on Form S-3Notice or (ii) such later date permitted by Section 3(b), such registration under the Securities Act of the Registrable Securities that the Company has been so requested to register. The Company shall not be required to effect more than one Underwritten Demand Registration or Underwritten Shelf Registration in any six-month period.

Right to Demand; Demand Notices. Subject to the provisions of this Section 2, at any time and from after August 14, 2011, one or more Holders holding a majority of all Registrable Securities outstanding at such time to time following the Lock-up Period(collectively, the Majority Stockholders a “Requesting Holder”) may make a written request (the a “Demand PartyRequest”) shall have the right to make written requests during the term of this Agreement to the Company for registration under and in accordance with the provisions of the Securities Act (which Demand Request may require that such registration be an Underwritten Offering) of all or part of its the Registrable Securities on Form S-1, or any successor long form registration statement form, or, if available, Form S-3, or any successor short form registration statement form held by it (such registration, a “Demand Registration”); provided, that the shares of any Holder whose registration rights have expired pursuant to Section 10(b) of this Agreement shall be excluded from the calculation of the number of shares required to make a Demand Request; provided further, that (i) the Company shall not be obligated to effect in total more than three such Demand Registrations, (ii) the Company shall not be obligated to effect any Demand Registration unless the aggregate market value (based on the market price of the Common Stock on the date such Demand Request is made) of the Common Stock to be registered in such Demand Registration is equal to or greater than $15,000,000, and (iii) no Demand Request shall be made within one hundred eighty (180) days of a prior Demand Request. In Promptly upon receipt of any Demand Request from any Requesting Holder (but in no event shall more than ten (10) business days thereafter), the Company be required will serve written notice (the “Demand Notice”) of such registration request to effect more than two all Holders who did not make such Demand Registrations on Form S-1 or any successor long form registration statement form pursuant Request, and, subject to this Section 2(a) during the term terms of this Agreement; provided, a the Company will include in such Demand Registration shall be deemed all Registrable Securities of any Holder with respect to be withdrawn and shall not be deemed to have which the Company has received written requests for inclusion therein within ten (10) business days after the Demand Notice has been requested for purposes of this Section 2(a) given to the extent the Company is not deemed, pursuant to Section 2(e), to have effected such Demand Registrationapplicable Holder. All requests made pursuant to this Section 2 will shall specify the aggregate amount of Registrable Securities Common Stock to be registered, registered and will also specify the intended method of transfer thereof (a “Demand Notice”), including, if such transfer is pursuant to an Underwritten Offering, whether such offering shall be a “firm commitment” underwriting. The Company shall (i) as promptly as reasonably practicable but in no event later than two Business Days after the receipt of a Demand Notice, give written notice thereof to all other Stockholders, which notice shall specify the number of Registrable Securities subject to the Demand Registration, the registration statement form to be used, the names and notice information of the Demand Party and the intended method methods of disposition of such Registrable Securities and (ii) subject to Section 2(g), include in the Registration Statement filed pursuant to such Demand Registration all of the Registrable Securities requested by such Stockholders for inclusion in such Registration Statement from whom the Company has received a written request for inclusion therein within ten days after the receipt by such Stockholders of such written notice referred to in clause (i) above. Each such request by such Stockholders shall specify the number of Registrable Securities proposed to be registered and such Stockholder shall send a copy of such request to the Demand Party. The failure of any Stockholder to respond within such 10-day period referred to in clause (ii) above shall be deemed to be a waiver of such Stockholder’s rights under this paragraph (a) with respect to such Demand Registration. If a Stockholder sends the Company a written request for inclusion of part or all of such Stockholder’s Registrable Securities in a registration, such Stockholder shall not be entitled to withdraw or revoke such request without the prior written consent of the Company unless, as a result of facts or circumstances arising after the date on which such request was made relating to the Company or to market conditions, such Stockholder reasonably determines that participation in such registration would have a material adverse effect on such Stockholder. Subject to Section 2(b), promptly upon receipt of any such Demand Notice, the Company will use its commercially reasonable efforts to cause to become effective, as soon as possible, but in any event within 90 days following receipt for a Demand Registration on Form S-1 and 60 days after receipt for a Demand Registration on Form S-3, such registration under the Securities Act of the Registrable Securities that the Company has been so requested to register. The Company shall not be required to effect more than one Underwritten Demand Registration or Underwritten Shelf Registration in any six-month periodthereof.

Right to Demand; Demand Notices. Subject to the provisions of this Section 23, (i) at any time and from time to time following commencing after the Lock-up Perioddate hereof, the Majority Stockholders (the “Demand Party”) shall have the right to Genstar Holders may make a written requests during the term of this Agreement request to the Company for registration under and in accordance with the provisions of the Securities Act (which request may require that such registration be underwritten) of all or part of its the Registrable Securities on Form S-1held by them (a "Demand Registration"), and (ii) six months after a Qualified Public Offering of shares of Common Stock of the Company, CDPQ may make up to one written request to the Company for a Demand Registration; provided however that the aggregate value (at the date of the request for Demand) of Registrable Securities held by CDPQ requested to be registered shall have a reasonably anticipated aggregate offering price, net of underwriting discounts and commissions, that exceeds the lesser of (x) $5,000,000, or any successor long form registration statement form, or, if available, Form S-3, or any successor short form registration statement form (such registration, y) an amount equal to 100% of the Registrable Securities held by CDPQ on the date hereof. CDPQ shall have the option to make its one written request for a “Demand Registration”). In no event shall the Company be required to effect more than two Demand Registrations on Form S-1 or any successor long form registration statement form Registration either pursuant to this Section 2(a3(a) during or pursuant to Section 3(h) hereof. Promptly upon receipt of any such request from any Requesting Holder (but in no event more than 10 business days thereafter), the term Company will serve written notice (the "Demand Notice") of such registration request to all Holders who did not make such written request, and, subject to the terms of this Agreement; provided, a the Company will include in such Demand Registration shall be deemed all Registrable Securities of any Holder with respect to be withdrawn and shall not be deemed to have which the Company has received written requests for inclusion therein within 10 business days after the Demand Notice has been requested for purposes of this Section 2(a) given to the extent the Company is not deemed, pursuant to Section 2(e), to have effected such Demand Registrationapplicable Holder. All requests made pursuant to this Section 2 3 will specify the aggregate amount of Registrable Securities to be registered, registered and will also specify the intended method of transfer thereof (a “Demand Notice”), including, if such transfer is pursuant to an Underwritten Offering, whether such offering shall be a “firm commitment” underwriting. The Company shall (i) as promptly as reasonably practicable but in no event later than two Business Days after the receipt of a Demand Notice, give written notice thereof to all other Stockholders, which notice shall specify the number of Registrable Securities subject to the Demand Registration, the registration statement form to be used, the names and notice information of the Demand Party and the intended method methods of disposition of such Registrable Securities and (ii) subject to Section 2(g), include in the Registration Statement filed pursuant to such Demand Registration all of the Registrable Securities requested by such Stockholders for inclusion in such Registration Statement from whom the Company has received a written request for inclusion therein within ten days after the receipt by such Stockholders of such written notice referred to in clause (i) above. Each such request by such Stockholders shall specify the number of Registrable Securities proposed to be registered and such Stockholder shall send a copy of such request to the Demand Party. The failure of any Stockholder to respond within such 10-day period referred to in clause (ii) above shall be deemed to be a waiver of such Stockholder’s rights under this paragraph (a) with respect to such Demand Registration. If a Stockholder sends the Company a written request for inclusion of part or all of such Stockholder’s Registrable Securities in a registration, such Stockholder shall not be entitled to withdraw or revoke such request without the prior written consent of the Company unless, as a result of facts or circumstances arising after the date on which such request was made relating to the Company or to market conditions, such Stockholder reasonably determines that participation in such registration would have a material adverse effect on such Stockholder. Subject to Section 2(b), promptly upon receipt of any such Demand Notice, the Company will use its commercially reasonable efforts to cause to become effective, as soon as possible, but in any event within 90 days following receipt for a Demand Registration on Form S-1 and 60 days after receipt for a Demand Registration on Form S-3, such registration under the Securities Act of the Registrable Securities that the Company has been so requested to register. The Company shall not be required to effect more than one Underwritten Demand Registration or Underwritten Shelf Registration in any six-month periodthereof.

Right to Demand; Demand Notices. Subject to the provisions of this Section 25.1, at CanWest (or any time and from time person to time following the Lock-up Period, the Majority Stockholders whom CanWest assigns any of its rights under this Section 5.1) (the “Demand PartyHolder”) shall have on no more than fifteen (15) occasions in the right aggregate, may, at any time, make a written request to make written requests during the term of this Agreement Fund to the Company for registration file a Prospectus under and Securities Laws in accordance with the provisions of the Securities Act respect of all or part of its Registrable Securities on Form S-1, or any successor long form registration statement form, or, if available, Form S-3, or any successor short form registration statement form (such registration, a “Demand Registration”). In no event shall the Company be required to effect more than two Demand Registrations on Form S-1 or any successor long form registration statement form pursuant to this Section 2(a) during the term of this Agreement; provided, a Demand Registration shall be deemed to be withdrawn and shall not be deemed to have been requested for purposes of this Section 2(a) to the extent the Company is not deemed, pursuant to Section 2(e), to have effected such Demand Registration. All requests made pursuant to this Section 2 Article 5 will specify the aggregate amount of Registrable Securities to be registered, qualified for distribution at such holder’s request and will also specify the intended method methods of transfer thereof (disposition thereof. Fund shall cooperate in a “Demand Notice”), including, if timely manner in connection with such transfer disposition and the procedures in Schedule F shall apply. If Fund is pursuant requested to an Underwritten Offering, whether such offering shall be a “firm commitment” underwriting. The Company shall (i) as promptly as reasonably practicable but in no event later than two Business Days after the receipt of effect a Demand NoticeRegistration and the Fund Trustees, give written notice thereof to all other Stockholdersin their good faith judgement, which notice shall specify determine that any Demand Registration should not be made or continued because it would materially adversely affect a pending or proposed material acquisition, merger, recapitalization, consolidation, reorganization or similar transaction, or negotiations, discussions or pending proposals with respect thereto, or would require the number disclosure of Registrable Securities subject to material non-public information that, in the Demand Registration, the registration statement form to be used, the names and notice information good faith judgement of the Demand Party and the intended method of disposition of such Registrable Securities and (ii) subject to Section 2(g)Fund Trustees, include in the Registration Statement filed pursuant to such Demand Registration all of the Registrable Securities requested by such Stockholders for inclusion in such Registration Statement from whom the Company has received a written request for inclusion therein within ten days after the receipt by such Stockholders of such written notice referred to in clause (i) above. Each such request by such Stockholders shall specify the number of Registrable Securities proposed to be registered and such Stockholder shall send a copy of such request to the Demand Party. The failure of any Stockholder to respond within such 10-day period referred to in clause (ii) above shall be deemed to be a waiver of such Stockholder’s rights under this paragraph (a) with respect to such Demand Registration. If a Stockholder sends the Company a written request for inclusion of part or all of such Stockholder’s Registrable Securities in a registration, such Stockholder shall not be entitled to withdraw or revoke such request without the prior written consent of the Company unless, as a result of facts or circumstances arising after the date on which such request was made relating to the Company or to market conditions, such Stockholder reasonably determines that participation in such registration would have a material adverse effect on such Stockholder. Subject to Section 2(bthe Fund and its Subsidiaries taken as a whole, or a material adverse effect on any significant Subsidiary (a “Valid Business Reason”), promptly upon receipt Fund will have the right to defer the filing of a Prospectus, or may withdraw a Prospectus that has been filed or may postpone amending or supplementing any previously filed Prospectus until such Demand Notice, the Company will use its commercially reasonable efforts to cause to become effective, as soon as possible, but in any event within 90 days following receipt Valid Business Reason no longer exists provided that such deferral or postponement shall not extend for a Demand Registration on Form S-1 period of more than one hundred and 60 twenty (120) days after receipt of the request for a such Demand Registration on Form S-3from the Demand Holder, and provided further that such registration under right may not be exercised by Fund more than once in any twelve (12)-month period. Fund will give written notice of its determination to defer filing, postpone the Securities Act amendment of or withdraw a Prospectus and of the Registrable Securities fact that the Company Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. If Fund so defers the filing of a Prospectus and if the Demand Holder within thirty (30) days after receipt of a notice of deferral from Fund advises Fund in writing that it has been so requested determined to register. The Company shall not be required to effect more than one Underwritten withdraw such request for Demand Registration, then such Demand Registration or Underwritten Shelf Registration in any six-month periodwill be deemed to be withdrawn and such request will be deemed not to have been given for purposes of determining whether such Demand Holder has exercised its right to one (1) of the Demand Registrations permitted to such Demand Holder pursuant to this Section 5.1.