Common use of Right to Demand Registration Clause in Contracts

Right to Demand Registration. Stockholders holding at least 40% of the Registrable Securities then outstanding (calculated on a fully-diluted basis) (referred to herein as a "Demanding Group") shall have the right at any time after the date ninety (90) days after the first registration of Common Stock under the Securities Act (other than any registration on Form S-8 or a similar successor form) (the "Trigger Date") to make a written request of the Company for registration with the Commission, under and in accordance with the provisions of the Securities Act, of all or part of their Registrable Securities (a "Demand Registration"); PROVIDED, that (x) the Company may, if the Board of Directors determines in the exercise of its reasonable judgment that due to a pending or contemplated acquisition or disposition, to effect such Demand Registration at such time would have a material adverse effect on the Company, defer such Demand Registration for a single period not to exceed one hundred eighty (180) days (but if the Company elects to defer any Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes of this Agreement) and (y) the Company shall be obligated pursuant to this Section 3(b)(1) to effect only the number of Demand Registrations set forth in subsection 3(b)(2) below. Within ten (10) days after receipt of the request for a Demand Registration, the Company will send written notice (the "Notice") of such registration request and its intention to comply therewith to all Stockholders who are holders of Registrable Securities and, subject to subsection (3) below, the Company will include in such registration all Registrable Securities of such Stockholders with respect to which the Company has received written requests for the effectiveness of the Notice. All requests made pursuant to this subsection (b)(1) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereof.

Right to Demand Registration. From and after February 4, 2001 and, subject to Section 4.1(d), each of (A) AT&T PCS, (B) a Qualified Holder, and (C) Management Stockholders holding that in the aggregate Beneficially Own at least 4050.1% of the Registrable Securities shares of Common Stock then outstanding Beneficially Owned by the Management Stockholders (calculated on a fully-diluted basis) (referred to herein as each a "Demanding GroupStockholder" and, collectively, the "Demanding Stockholders") shall have the right at any time after the date ninety (90) days after the first registration of Common Stock under the Securities Act (other than any registration on Form S-8 or a similar successor form) (the "Trigger Date") to make a written request of to the Company for registration with the Commission, under and in accordance with the provisions of the Securities Act, of all or part of their Registrable Securities pursuant to an underwritten offering (a "Demand Registration"), which request shall specify the number of Registrable Securities proposed to be sold by each Demanding Stockholder; PROVIDEDprovided, however, that (x) the Company mayneed not effect a Demand Registration unless the sale of the Registrable Securities proposed to be sold by the Demanding Stockholder shall reasonably be expected to result in aggregate gross proceeds to such Demanding Stockholder of at least $10 million, and (y) if the Board of Directors determines in the exercise of its reasonable judgment that due to a Demand Registration would interfere with any pending or contemplated acquisition or material acquisition, disposition, to effect financing or other material transaction, the Company may defer a Demand Registration (including by withdrawing any Registration Statement filed in connection with a Demand Registration); so long as that the aggregate of all such deferrals shall not exceed one hundred twenty (120) days in any 360 day period. Demand Registration shall not be deemed a Demand Registration hereunder until such Demand Registration has been declared effective by the Commission (without interference by any stop order, injunction or other order or requirement of the Commission or other governmental agency, for any reason), and maintained continuously effective for a period of at least three (3) months or such time would shorter period when all Registrable Securities included therein have a material adverse effect on the Company, defer been sold in accordance with such Demand Registration; provided, however, that a Qualified Holder may, not more frequently than once in any twelve (12) month period, request that the Demand Registration be a shelf registration that is maintained continuously effective for a single period not to exceed one hundred eighty of at least six (1806) days (but if the Company elects to defer any months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration. A Demanding Stockholder may make a written request for a Demand Registration pursuant in accordance with the foregoing in respect of Equity Securities that it intends to convert into shares of Common Stock upon the terms effectiveness of this sentencethe Registration Statement prepared in connection with such demand, no Demand Registration shall be deemed to have occurred for purposes of this Agreement) and (y) the Company shall fulfill its obligations under this Section 5 in a manner that permits such Demanding Stockholder to exercise its conversion rights in respect of such Equity Securities and substantially contemporaneously sell the shares of Common Stock issuable upon such conversion under such Registration Statement. The Company will not be obligated pursuant to this Section 3(b)(1) to effect only the number of more than two (2) separate Demand Registrations set forth during any twelve (12) month period; provided, however, that only one (1) request for a Demand Registration may be exercised by AT&T PCS and/or Management Stockholders that in subsection 3(b)(2the aggregate Beneficially Own at least 50.1% of the shares of Common Stock then Beneficially Owned by the Management Stockholders during any twelve (12) belowmonth period. Within ten (10) days after receipt of the request for a Demand Registration, the Company will send written notice (the "Demand Notice") of such registration Registration request and its intention to comply therewith to all Stockholders who are holders of Registrable Securities and, subject to subsection (3) belowSection 5(a)(ii), the Company will include in such registration Demand Registration all Registrable Securities of such Stockholders with respect to which the Company has received written requests for inclusion therein within twenty (20) days after the effectiveness of the Notice. All requests made last date such Demand Notice was deemed to have been given pursuant to this subsection (b)(1) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereofSection 12.1.

Right to Demand Registration. Each of (A) a Qualified Holder, and (B) ---------------------------- Management Stockholders holding that in the aggregate Beneficially Own at least 4050.1% of the Registrable Securities shares of Class A Voting Common Stock then outstanding Beneficially Owned by the Management Stockholders (calculated on a fully-diluted basis) (referred to herein as each a "Demanding GroupStockholder" and, collectively, the "Demanding Stockholders") shall have the right at any time after the date ninety (90) days after the first registration of Common Stock under the Securities Act (other than any registration on Form S-8 or a similar successor form) (the "Trigger Date") to make a written request of to the Company for registration with the Commission, under and in accordance with the provisions of the Securities Act, of all or part of their Registrable Securities pursuant to an underwritten offering (a "Demand Registration"), which request shall specify the number of Registrable Securities proposed to be sold by each Demanding Stockholder; PROVIDEDprovided, however, that (x) the Company mayneed not effect a -------- ------- Demand Registration unless in the aggregate the sale of the Registrable Securities proposed to be sold by the Demanding Stockholder shall reasonably be expected to result in aggregate gross proceeds to such Demanding Stockholder of at least $10 million, and (y) if the Board of Directors determines in the exercise of its reasonable judgment that due to a Demand Registration would interfere with any pending or contemplated acquisition or material acquisition, disposition, to effect financing or other material transaction, the Company may defer a Demand Registration (including by withdrawing any Registration Statement filed in connection with a Demand Registration); so long as that the aggregate of all such deferrals shall not exceed one hundred twenty (120) days in any 360-day period. Demand Registration shall not be deemed a Demand Registration hereunder until such Demand Registration has been declared effective by the Commission (without interference by any stop order, injunction or other order or requirement of the Commission or other governmental agency, for any reason), and maintained continuously effective for a period of at least three (3) months or such time would shorter period when all Registrable Securities included therein have a material adverse effect on the Company, defer been sold in accordance with such Demand Registration; provided, -------- however, that a Qualified Holder may, not more frequently than once in any ------- twelve (12) month period, request that the Demand Registration be a shelf registration that is maintained continuously effective for a single period of at least six (6) months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration, and may be one (whether or not to exceed one hundred eighty a shelf) in which the plan of distribution covers any short sale, collar, hedging or other derivative transaction and the settlement thereof (180) days (but if including, without limitation, the Company elects to defer any issuance of a security which is convertible into, exercisable for, or payable either mandatorily or at the option of the issuer of such security in shares of Common Stock). A Demanding Stockholder may make a written request for a Demand Registration pursuant in accordance with the foregoing in respect of Equity Securities that it intends to convert into shares of Class A Voting Common Stock upon the terms effectiveness of this sentencethe Registration Statement prepared in connection with such demand, no Demand Registration shall be deemed to have occurred for purposes of this Agreement) and (y) the Company shall fulfill its obligations under this Section 5 in a manner that permits such Demanding Stockholder to exercise its conversion rights in respect of such Equity Securities and substantially contemporaneously sell the shares of Class A Voting Common Stock issuable upon such conversion under such Registration Statement. The Company will not be obligated pursuant to this Section 3(b)(1) to effect only the number of more than two (2) separate Demand Registrations set forth during any twelve (12) month period; provided, however, that only one (1) request for a Demand Registration may be exercised by (i) AT&T PCS and/or (ii) Management Stockholders that in subsection 3(b)(2the aggregate Beneficially Own at least 50.1% of the shares of Class A Voting Common Stock then Beneficially Owned by the Management Stockholders during any twelve (12) belowmonth period. Within ten (10) days after receipt of the request for a Demand Registration, the Company will send written notice (the "Demand Notice") of such registration Registration request and its intention to comply therewith to all Stockholders who are holders of Registrable Securities and, subject to subsection (3) belowSection 5(a)(ii), the Company will include in such registration Demand Registration all Registrable Securities of such Stockholders with respect to which the Company has received written requests for inclusion therein within twenty (20) days after the effectiveness of the Notice. All requests made last date such Demand Notice was deemed to have been given pursuant to this subsection (b)(1) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereofSection 12.1.

Right to Demand Registration. Stockholders holding at least 40% Subject to the provisions hereof, (i) BRS may request an unlimited number of the Registrable Securities then outstanding (calculated on a fully-diluted basis) (referred to herein as a "Demanding Group") shall have the right at any time after the date ninety (90) days after the first registration of Common Stock under the Securities Act (other than any registration on Form S-8 or a similar successor form) (the "Trigger Date") to make a written request of the Company for registration registrations with the Commission, Commission under and in accordance with the provisions of the Securities Act, Act of all or part of their Common Stock included in the Registrable Securities on (x) Form S-1 or any similar or successor long-form registration ("Long-Form Registrations") and (y) on Form S-2 or S-3 or any similar or successor short-form registration following a Public Offering (as defined in the Shareholders Agreement) of Common Stock ("Short Form Registrations" and, together with Long Form Registrations, "Demand Registrations"), if available; (ii) the HCCP Entities in the aggregate may request three Short Form Registrations; (iii) the Xxxxx Entities in the aggregate may request three Short Form Registrations; and (iv) the Xxxxx Investors in the aggregate may request three Short Form Registrations; provided in each case that the aggregate proceeds reasonably expected from the sale of Registrable Securities (a "including Registrable Securities being sold by holders of Registrable Securities other than the party making the Demand Registration"), as well as any sales by the Company for its own account) (i) pursuant to a Long Form Registration are $10 million or more and (ii) pursuant to a Short Form Registration are $2 million or more and; PROVIDED, provided further that (xi) the Company may, if the Board of Directors so determines in the exercise of its reasonable judgment that due to a pending or contemplated acquisition or disposition, disposition or public offering or other similar occurrence it would be inadvisable to effect such Demand Registration at such time would have a material adverse effect on the Companytime, defer such Demand Registration for a single period not to exceed one hundred eighty 180 days, and (180ii) days (but if the Company elects not to defer any effect the Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes of this Agreement) and (y) . Notwithstanding the foregoing, the Company shall be obligated pursuant to this Section 3(b)(1) have no obligation to effect only any Short Form Registration except to the number of Demand Registrations set forth in subsection 3(b)(2) belowextent the Company is able to effect such Short Form Registration on Forms S-2 or S-3 or any similar or successor Short Form Registration. Within ten (10) days after receipt of the request for a Demand RegistrationIn addition, the Company will send written notice (shall have no obligation to effect any Demand Registration within one year of the "Notice") of such registration request and its intention to comply therewith to all Stockholders who are holders of Registrable Securities and, subject to subsection (3) below, date the Company will include in such registration all Registrable Securities of such Stockholders with respect to which shall have effected any other Demand Registration. Demand Registrations shall be Short Form Registrations whenever the Company has received written requests for is permitted to use any applicable Short Form. The Registration Expenses shall be borne by the effectiveness of the Notice. All requests made pursuant to this subsection (b)(1) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereofCompany.

Right to Demand Registration. Each of (A) the Carlyle Stockholders holding at least 40% of and the Registrable Securities then outstanding Clipper Stockholders as a group; (calculated on B) the Xxxx Xxxxx Stockholders as a fully-diluted basisgroup and (C) SBW (each referred to herein as a "Demanding GroupDEMANDING GROUP") shall have the right at any time after on the date ninety number of occasions set forth in subsection (90) days after the first registration of Common Stock under the Securities Act (other than any registration on Form S-8 or a similar successor form) (the "Trigger Date"b)(2) to make a written request of the Company for registration with the Commission, under and in accordance with the provisions of the Securities Act, of all or part of their Registrable Securities (a "Demand RegistrationDEMAND REGISTRATION"); PROVIDED, that (x) the Company mayshall not effect a Demand Registration unless such Demand Registration has been requested by persons holding at least a majority of the Registrable Securities held by the Demanding Group on the date of such written request and unless the number of Shares to be sold in such Demand Registration by the Demanding Group is at least 1,000,000 shares of Common Stock, (y) if the Board of Directors determines in the exercise of its reasonable judgment that that, due to a pending or contemplated acquisition or disposition, to effect such Demand Registration at such time would have a material adverse effect on the Company, the Company may defer such Demand Registration for a single period not to exceed one hundred eighty (180) days (but if the Company elects to defer any Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes of this Agreement) and (yz) the Company shall be obligated pursuant to this Section 3(b)(1) to effect only the number of Demand Registrations set forth in subsection 3(b)(24(b)(2) below. Within ten (10) days after receipt of the request for a Demand Registration, the Company will send written notice (the "NoticeNOTICE") of such registration request and its intention to comply therewith to all Stockholders who are holders of Registrable Securities and, subject to subsection (3) below, the Company will include in such registration all Registrable Securities of such Stockholders with respect to which the Company has received written requests for inclusion therein within twenty (20) business days after the effectiveness of the Notice. All requests made pursuant to this subsection (b)(1) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereof.

Right to Demand Registration. Stockholders holding at least 40% Subject to the terms of any holdback agreement as provided in Section 7(c) and the Registrable Securities then outstanding (calculated on a fully-diluted basislimitations provided in this Section 7(a)(i) (referred to herein as a "Demanding Group") and Section 7(a)(ii), the Investors shall each have the right at any time after following the date ninety (90) days after the first registration of Common Stock under the Securities Act (other than any registration on Form S-8 or a similar successor form) (the "Trigger Date") IPO Date to make a written request of the Company for registration (including a Shelf Registration) with the CommissionSecurities and Exchange Commission (the "COMMISSION"), under and in accordance with the provisions of the Securities Act, of all or part of their the Registrable Securities Stock beneficially owned and held of record by such Investor (each a "Demand RegistrationDEMAND REGISTRATION" and such Investor, the "DEMANDING INVESTOR"); PROVIDED, that (x) the Company may, may defer such Demand Registration for a single period not to exceed 90 days during any one year period if the Board of Directors determines in the exercise of its reasonable judgment that due to a pending or contemplated acquisition or disposition, to effect such Demand Registration at such time would have a material adverse effect on the Company, defer such Demand Registration for a single period not to exceed one hundred eighty (180) days (but if including interfering with any pending or potential acquisition, disposition or securities offering of the Company elects to defer any Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes of this Agreement) and (y) the Company shall be obligated pursuant to this Section 3(b)(1) to effect only the number of Demand Registrations set forth in subsection 3(b)(2) belowCompany. Within ten (10) days after receipt of the request for a Demand RegistrationRegistration in accordance with this Section 7(a)(i) or Section 7(a)(ii), the Company will send written notice (the "NoticeDEMAND NOTICE") of such registration request and its intention to comply therewith to all Stockholders who are holders of Registrable Securities the Investors and, subject to subsection (3iii) below, the Company will include in such registration all the Registrable Securities of such Stockholders Stock with respect to which the Company has received written requests from any Investor for inclusion therein within twenty (20) Business Days after the effectiveness of the Noticedate such Demand Notice is given. All requests made pursuant to this subsection (b)(1i) will specify the aggregate number quantity of Registrable Securities Stock requested to be registered and will also specify the intended methods of disposition thereof. Upon receipt of a Demand Notice, the Company shall use its commercially reasonable efforts to effect registration of the Registrable Stock to be registered in accordance with the intended method of distribution specified in writing by the Demanding Investor as soon as practicable and to maintain the effectiveness of such registration until the first to occur of (A) the completion of such distribution or (B) ninety (90) days (one-hundred eighty (180) days in the case of a Shelf Registration). If available to the Company, the Company will effect such registration on Form S-3 or any equivalent or successor form under the Securities Act in which event it shall use its commercially reasonable efforts to maintain the effectiveness of such registration for a period of one-hundred eighty (180) days.

Right to Demand Registration. Stockholders holding at least 40% In the event that the Company receives a written request from the Series E Investor, calling upon the Company to effect a registration on Form S-1 or any similar long-form registration (a “Long Form Registration”), or on Form S-3 (including pursuant to Rule 415 under the 0000 Xxx) or any similar short-form registration (a “Short Form Registration” and together with the Long Form Registration, a “Demand Registration”), if available, the Company will: (i) give written notice of the proposed registration within ten (10) days of notice thereof, and any related qualification or compliance, to all other Securityholders; (ii) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of the Series E Investor’s Registrable Securities then outstanding as are specified in such written request to the Company given within fifteen (calculated on 15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2(a) if (i) the Series E Investor, together with any other Securityholders of the Company entitled to inclusion in such registration, if any, proposes to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (net of any underwriters’ discounts or commissions) of less than $1,000,000; (ii) if the Company shall furnish to the Series E Investor a fully-diluted basis) (referred certificate signed by the President of the Company stating that, in the good faith judgment of the Board, it would be detrimental to herein as a "Demanding Group") the Company and its stockholders for such Demand Registration to be effected at such time, in which event the Company shall have the right at any time after to defer the date ninety (90) days after the first registration of Common Stock under the Securities Act (other than any registration on Form S-8 or a similar successor form) (the "Trigger Date") to make a written request filing of the Company for registration with the Commission, under and in accordance with the provisions of the Securities Act, of all or part of their Registrable Securities (a "Demand Registration"); PROVIDED, that (x) the Company may, if the Board of Directors determines in the exercise of its reasonable judgment that due to a pending or contemplated acquisition or disposition, to effect such Demand Registration at such time would have a material adverse effect on the Company, defer such Demand Registration Statement for a single period of not to exceed one hundred eighty (180) days (but if the Company elects to defer any Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes of this Agreement) and (y) the Company shall be obligated pursuant to this Section 3(b)(1) to effect only the number of Demand Registrations set forth in subsection 3(b)(2) below. Within ten (10) more than 120 days after receipt of the request of the Series E Investor under this Section 2(a) (provided, however, that the Company shall not utilize this right more than once in any twelve (12) month period); (iii) if the Company has already effected three (3) Demand Registrations for the Series E Investor pursuant to this Section 2(a); or (iv) if the Company would be required to qualify to do business or to execute a Demand Registrationgeneral consent to service of process in effecting such registration, qualification or compliance; and (iii) Subject to the foregoing, the Company will send written notice (shall file a Registration Statement covering the "Notice") of such registration request and its intention to comply therewith to all Stockholders who are holders of Registrable Securities and, subject to subsection (3) below, the Company will include in such registration all Registrable Securities of such Stockholders with respect to which the Company has received written requests for the effectiveness of the Notice. All requests made pursuant to this subsection (b)(1) will specify the aggregate number of Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request of the Series E Investor. Notwithstanding the foregoing, the Company shall use its reasonable best efforts to cause a Registration Statement to be registered on Form S-3 (or any successor form), and will also specify if the intended methods of disposition thereofCompany is not then eligible under the 1933 Act to use Form S-3, any Registration Statement shall be registered on a form for which the Company may qualify and the Company shall take all commercially reasonable steps to qualify for such form.

Right to Demand Registration. Stockholders holding at least 40% Subject to the terms of any holdback agreement as provided in Section 5(c) and the Registrable Securities then outstanding (calculated on a fully-diluted basislimitations provided in this Section 5(a)(i) (referred to herein as a "Demanding Group") and Section 5(a)(ii), the Investors shall each have the right at any time after following the date ninety (90) days after the first registration of Common Stock under the Securities Act (other than any registration on Form S-8 or a similar successor form) (the "Trigger Date") Effective Time to make a written request of the Company for registration (including a Shelf Registration) with the Securities and Exchange Commission (the “Commission”), under and in accordance with the provisions of the Securities Act, of all or part of their the Registrable Securities Stock beneficially owned and held of record by such Investor (each a "“Demand Registration"” and such Investor, the “Demanding Investor”); PROVIDEDprovided, that during the first two years following the Effective Time, the consent of at least two of the Principal Investors shall be required prior to any Investor exercising a Demand Registration (x) it being understood that if the Demanding Investor is a Principal Investor the consent of only one additional Principal Investor shall be required to exercise a Demand Registration); and provided, further, that the Company may, may defer such Demand Registration for a single period not to exceed 90 days during any one year period if the Board of Directors determines in the exercise of its reasonable judgment that due to a pending or contemplated acquisition or disposition, to effect such Demand Registration at such time would have a material adverse effect on the Company, defer such Demand Registration for a single period not to exceed one hundred eighty (180) days (but if including interfering with any pending or potential acquisition, disposition or securities offering of the Company elects to defer any Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes of this Agreement) and (y) the Company shall be obligated pursuant to this Section 3(b)(1) to effect only the number of Demand Registrations set forth in subsection 3(b)(2) belowCompany. Within ten (10) days after receipt of the request for a Demand RegistrationRegistration in accordance with this Section 5(a)(i) and Section 5(a)(ii), the Company will send written notice (the "“Demand Notice"”) of such registration request and its intention to comply therewith to all Stockholders who are holders of Registrable Securities the Investors and, subject to subsection (3Section 5(a)(iii) below, the Company will include in such registration all the Registrable Securities of such Stockholders Stock with respect to which the Company has received written requests from any Investor for inclusion therein within twenty (20) Business Days after the effectiveness of the Noticedate such Demand Notice is received. All requests made pursuant to this subsection (b)(1Section 5(a)(i) will specify the aggregate number quantity of Registrable Securities Stock requested to be registered and will also specify the intended methods of disposition thereof. Upon receipt of a Demand Notice, the Company shall use its commercially reasonable efforts to effect registration of the Registrable Stock to be registered in accordance with the intended method of distribution specified in writing by the Demanding Investor as soon as practicable and to maintain the effectiveness of such registration until the first to occur of (A) the completion of such distribution or (B) ninety (90) days (one-hundred eighty (180) days in the case of a Shelf Registration); provided, however, that if the Company becomes and is at the time of its receipt of a Demand Notice a “well-known seasoned issuer” (as defined in Rule 405 promulgated under the Securities Act) and is eligible to file an “automatic shelf registration statement” (as defined in Rule 405 promulgated under the Securities Act), the Company shall cause any Shelf Registration pursuant to this Section 5 to be effected pursuant to an “automatic shelf registration statement” (as defined in Rule 405 promulgated under the Securities Act). If available to the Company, the Company will effect such registration on Form S-3 or any equivalent or successor form under the Securities Act in which event it shall use its commercially reasonable efforts to maintain the effectiveness of such registration for a period of one-hundred eighty (180) days.

Right to Demand Registration. From and after the ninety-first ---------------------------- (91st) day following the IPO Date (or such longer period as may be required by the managing underwriters of the Company's initial public offering) and, subject to Section 4.1(d), each of (A) AT&T PCS, (B) a Qualified Holder, and (C) Management Stockholders holding that in the aggregate Beneficially Own at least 4050.1% of the Registrable Securities shares of Common Stock then outstanding Beneficially Owned by the Management Stockholders (calculated on a fully-diluted basis) (referred to herein as each a "Demanding GroupStockholder" and, collectively, the "Demanding Stockholders") shall have the right at any time after the date ninety (90) days after the first registration of Common Stock under the Securities Act (other than any registration on Form S-8 or a similar successor form) (the "Trigger Date") to make a written request of to the Company for registration with the Commission, under and in accordance with the provisions of the Securities Act, of all or part of their Registrable Securities pursuant to an underwritten offering (a "Demand Registration"), which request shall specify the number of Registrable Securities proposed to be s old by each Demanding Stockholder; PROVIDEDprovided, however, that (x) the Company mayneed not effect a Demand --------- ------- Registration unless the sale of the Registrable Securities proposed to be sold by the Demanding Stockholder shall reasonably be expected to result in aggregate gross proceeds to such Demanding Stockholder of at least $10 million, and (y) if the Board of Directors determines in the exercise of its reasonable judgment that due to a Demand Registration would interfere with any pending or contemplated acquisition or material acquisition, disposition, to effect financing or other material transaction, the Company may defer a Demand Registration (including by withdrawing any Registration Statement filed in connection with a Demand Registration); so long as that the aggregate of all such deferrals shall not exceed one hundred twenty (120) days in any 360-day period. Demand Registration shall not be deemed a Demand Registration hereunder until such Demand Registration has been declared effective by the Commission (without interference by any stop order, injunction or other order or requirement of the Commission or other governmental agency, for any reason), and maintained continuously effective for a period of at least three (3) months or such time would shorter period when all Registrable Securities included therein have a material adverse effect on the Company, defer been sold in accordance with such Demand Registration; provided, -------- however, that a Qualified Holder may, not more frequently than once in any ------- twelve (12) month period, request that the Demand Registration be a shelf registration that is maintained continuously effective for a single period not to exceed one hundred eighty of at least six (1806) days (but if the Company elects to defer any months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration. A Demanding Stockholder may make a written request for a Demand Registration pursuant in accordance with the foregoing in respect of Equity Securities that it intends to convert into shares of Common Stock upon the terms effectiveness of this sentencethe Registration Statement prepared in connection with such demand, no Demand Registration shall be deemed to have occurred for purposes of this Agreement) and (y) the Company shall fulfill its obligations under this Section 5 in a manner that permits such Demanding Stockholder to exercise its conversion rights in respect of such Equity Securities and substantially contemporaneously sell the shares of Common Stock issuable upon such conversion under such Registration Statement. The Company will not be obligated pursuant to this Section 3(b)(1) to effect only the number of more than two (2) separate Demand Registrations set forth during any twelve (12) month period; provided, however, -------- ------- that only one (1) request for a Demand Registration may be exercised by AT&T PCS and/or Management Stockholders that in subsection 3(b)(2the aggregate Beneficially Own at least 50.1% of the shares of Common Stock then Beneficially Owned by the Management Stockholders during any twelve (12) belowmonth period. Within ten (10) days after receipt of the request for a Demand Registration, the Company will send written notice (the "Demand Notice") of such registration Registration request and its intention to comply therewith to all Stockholders who are holders of Registrable Securities and, subject to subsection (3) belowSection 5(a)(ii), the Company will include in such registration Demand Registration all Registrable Securities of such Stockholders with respect to which the Company has received written requests for inclusion therein within twenty (20) days after the effectiveness of the Notice. All requests made last date such Demand Notice was deemed to have been given pursuant to this subsection (b)(1) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereofSection 12.1.

Right to Demand Registration. Stockholders holding at least 40% of the Registrable Securities then outstanding (calculated on a fully-diluted basis) (referred to herein as a "Demanding Group") shall have the right at At any time after the date ninety Expiration Date, the Holder(s) of a majority of the then outstanding Registrable Shares may make a written demand to the Company to register the offer and sale of all or a portion of the Registrable Shares held by the Holder(s) (90the "Demanding Holder") days after the first registration of Common Stock under the Securities Act (other and register or qualify under applicable securities laws, and subject to this Agreement, the Company shall effect the demand registration promptly; provided, however: 1. the Company shall have no obligation under this Article 4 if the demand to register such shares has been made by the Holder(s) of fewer than any registration on Form S-8 or a similar successor form) (the "Trigger Date") to make a written request majority of the then outstanding Registrable Shares; 2. the Company for shall have no obligation under this Article 4 if the registration with the Commission, under and in accordance with the provisions of the Securities ActRegistrable Shares by the Demanding Holder(s) is then covered under any other registration statement (including, a registration pursuant to Article 3 hereof) that includes the offering of all or part of their Registrable Securities (such shares on a "Demand Registration"); PROVIDED, that (x) continuing basis; 3. if the offering is underwritten and the managing underwriter advises the Company mayin writing that in its opinion the number of shares requested to be included in the registration exceeds the number which can be sold in the offering, if the Company will include in the registration only the number of shares which in the opinion of such underwriter can be sold. If the number of shares which can be sold is less than the number of shares proposed to be registered, then the number of shares to be registered shall first be allocated pro rata among the Demanding Holders based on the number of shares initially proposed to be included by each Demanding Holder; and second pro rata among the other holders of the Company's shares who requested to be included in the registration, based on the number of shares initially proposed to be included by the holders; and 4. if, while a registration demand is pending, the Company's Board of Directors determines in with the exercise advice of its reasonable judgment counsel, determine that due to the filing of a pending or contemplated acquisition or disposition, to effect such Demand Registration at such time registration statement would require the disclosure of non-public material information and the disclosure of which would have a material adverse effect on the CompanyCompany or would otherwise adversely affect a material financing, defer such Demand Registration for a single period not to exceed one hundred eighty (180) days (but if the Company elects to defer any Demand Registration pursuant to the terms of this sentenceacquisition, no Demand Registration shall be deemed to have occurred for purposes of this Agreement) and (y) disposition, merger or other comparable transaction, the Company shall deliver a certificate to that effect signed by one of its officers to the Demanding Holder(s). In this case, the Company shall not be obligated required to effect a registration pursuant to this Section 3(b)(1) to effect only Article 4 until the number of Demand Registrations set forth in subsection 3(b)(2) below. Within ten (10) days after receipt of the request for a Demand Registration, the Company will send written notice (the "Notice") of such registration request and its intention to comply therewith to all Stockholders who are holders of Registrable Securities and, subject to subsection (3) below, the Company will include in such registration all Registrable Securities of such Stockholders with respect to date upon which the Company has received written requests for material information is disclosed to the effectiveness of the Notice. All requests made pursuant to this subsection (b)(1) will specify the aggregate number of Registrable Securities requested public or ceases to be registered and will also specify the intended methods of disposition thereofmaterial.

Right to Demand Registration. Each of (A) the Carlyle Stockholders holding at least 40% of and the Registrable Securities then outstanding Clipper Stockholders as a group; (calculated on B) the Xxxx Xxxxx Stockholders as a fully-diluted basisgroup and (C) SBW (each referred to herein as a "Demanding Group") shall have the right at any time after on the date ninety number of occasions set forth in subsection (90) days after the first registration of Common Stock under the Securities Act (other than any registration on Form S-8 or a similar successor form) (the "Trigger Date"b)(2) to make a written request of the Company for registration with the Commission, under and in accordance with the provisions of the Securities Act, of all or part of their Registrable Securities (a "Demand Registration"); PROVIDEDprovided, that (x) the Company mayshall not effect a Demand Registration unless such Demand Registration has been requested by persons holding at least a majority of the Registrable Securities held by the Demanding Group on the date of such written request and unless the number of Shares to be sold in such Demand Registration by the Demanding Group is at least 1,000,000 shares of Common Stock, (y) if the Board of Directors determines in the exercise of its reasonable judgment that that, due to a pending or contemplated acquisition or disposition, to effect such Demand Registration at such time would have a material adverse effect on the Company, the Company may defer such Demand Registration for a single period not to exceed one hundred eighty (180) days (but if the Company elects to defer any Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes of this Agreement) and (yz) the Company shall be obligated pursuant to this Section 3(b)(1) to effect only the number of Demand Registrations set forth in subsection 3(b)(24(b)(2) below. Within ten (10) days after receipt of the request for a Demand Registration, the Company will send written notice (the "Notice") of such registration request and its intention to comply therewith to all Stockholders who are holders of Registrable Securities and, subject to subsection (3) below, the Company will include in such registration all Registrable Securities of such Stockholders with respect to which the Company has received written requests for inclusion therein within twenty (20) business days after the effectiveness of the Notice. All requests made pursuant to this subsection (b)(1) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereof.

Right to Demand Registration. Stockholders holding at least 40% of the Registrable Securities then outstanding (calculated on a fully-diluted basis) (referred to herein as a "Demanding Group") The Carlyle Holders and WCAS Holders shall each have the right at any time after following the date ninety (90) days after the first registration of Common Stock under the Securities Act (other than any registration on Form S-8 or a similar successor form) (the "Trigger Date") IPO Date to make a written request of the Company for registration with the Securities and Exchange Commission (the "Commission"), under and in accordance with the provisions of the Securities Act, of all or part of their the Registrable Securities Interests held of record and beneficially by such Carlyle Holders and WCAS Holders, as applicable (each a "Demand RegistrationDEMAND REGISTRATION" and such Carlyle Holders and WCAS Holders, as applicable, the "DEMANDING HOLDER"); PROVIDEDprovided, that (x) the Company mayneed not effect a Demand Registration of less than $75 million of gross proceeds, and (y) the Company may defer such Demand Registration for a single period not to exceed 120 days during any one year period if the Board of Directors determines in the exercise of its reasonable judgment that due to a pending or contemplated acquisition or disposition, to effect such Demand Registration at such time would have a material adverse effect on the Company, defer such Demand Registration for a single period not to exceed one hundred eighty (180) days (but if including interfering with any pending or potential acquisition, disposition or securities offering of the Company elects to defer any Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes of this Agreement) and (y) the Company shall be obligated pursuant to this Section 3(b)(1) to effect only the number of Demand Registrations set forth in subsection 3(b)(2) belowCompany. Within ten (10) days after receipt of the request for a Demand Registration, the Company will send written notice (the "NoticeDEMAND NOTICE") of such registration request and its intention to comply therewith to all Stockholders who are holders of Registrable Securities Interests and, subject to subsection (3iii) below, the Company will include in such registration all the Registrable Securities of such Stockholders Interests with respect to which the Company has received written requests for inclusion therein within twenty (20) Business Days after the effectiveness of the Noticedate such Demand Notice is given. All requests made pursuant to this subsection (b)(1i) will specify the aggregate number of Registrable Securities Interests requested to be registered and will also specify the intended methods of disposition thereof. Upon receipt of a Demand Notice, the Company shall use its commercially reasonable efforts to effect registration of the Registrable Interests to be registered in accordance with the intended method of distribution specified in writing by the Demanding Holder as soon as practicable and to maintain the effectiveness of such registration for a period of ninety (90) days. If available to the Company, the Company will effect such registration on Form S-3 or an equivalent form in which event it shall use its commercially reasonable efforts to maintain the effectiveness of such registration for a period of one-hundred and eighty (180) days; provided, however, that the Company shall not effect a registration on Form S-3 or an equivalent form if the managing underwriter or underwriters determine that using a different registration form is in the best interests of the Company and/or the Demanding Holder and other holders.

Right to Demand Registration. From and after the ninety-first ---------------------------- (91st) day following the IPO Date (or such longer period as may be required by the managing underwriters of the Company's initial public offering) and, subject to Section 4.1(d), each of (A) a Qualified Holder, and (B) Management Stockholders holding that in the aggregate Beneficially Own at least 4050.1% of the Registrable Securities shares of Class A Voting Common Stock then outstanding Beneficially Owned by the Management Stockholders (calculated on a fully-diluted basis) (referred to herein as each a "Demanding GroupStockholder" and, collectively, the "Demanding Stockholders") shall have the right at any time after the date ninety (90) days after the first registration of Common Stock under the Securities Act (other than any registration on Form S-8 or a similar successor form) (the "Trigger Date") to make a written request of to the Company for registration with the Commission, under and in accordance with the provisions of the Securities Act, of all or part of their Registrable Securities pursuant to an underwritten offering (a "Demand Registration"), which request shall specify the number of Registrable Securities proposed to be sold by each Demanding Stockholder; PROVIDEDprovided, however, that (x) the Company mayneed not effect a Demand -------- ------- Registration unless in the aggregate the sale of the Registrable Securities proposed to be sold by the Demanding Stockholder shall reasonably be expected to result in aggregate gross proceeds to such Demanding Stockholder of at least $10 million, and (y) if the Board of Directors determines in the exercise of its reasonable judgment that due to a Demand Registration would interfere with any pending or contemplated acquisition or material acquisition, disposition, to effect financing or other material transaction, the Company may defer a Demand Registration (including by withdrawing any Registration Statement filed in connection with a Demand Registration); so long as that the aggregate of all such deferrals shall not exceed one hundred twenty (120) days in any 360-day period. Demand Registration shall not be deemed a Demand Registration hereunder until such Demand Registration has been declared effective by the Commission (without interference by any stop order, injunction or other order or requirement of the Commission or other governmental agency, for any reason), and maintained continuously effective for a period of at least three (3) months or such time would shorter period when all Registrable Securities included therein have a material adverse effect on the Company, defer been sold in accordance with such Demand Registration; provided, however, that a -------- ------- Qualified Holder may, not more frequently than once in any twelve (12) month period, request that the Demand Registration be a shelf registration that is maintained continuously effective for a single period not to exceed one hundred eighty of at least six (1806) days (but if the Company elects to defer any months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration. A Demanding Stockholder may make a written request for a Demand Registration pursuant in accordance with the foregoing in respect of Equity Securities that it intends to convert into shares of Class A Voting Common Stock upon the terms effectiveness of this sentencethe Registration Statement prepared in connection with such demand, no Demand Registration shall be deemed to have occurred for purposes of this Agreement) and (y) the Company shall fulfill its obligations under this Section 5 in a manner that permits such Demanding Stockholder to exercise its conversion rights in respect of such Equity Securities and substantially contemporaneously sell the shares of Class A Voting Common Stock issuable upon such conversion under such Registration Statement. The Company will not be obligated pursuant to this Section 3(b)(1) to effect only the number of more than two (2) separate Demand Registrations set forth during any twelve (12) month period; provided, however, -------- ------- that only one (1) request for a Demand Registration may be exercised by (i) AT&T PCS and/or (ii) Management Stockholders that in subsection 3(b)(2the aggregate Beneficially Own at least 50.1% of the shares of Class A Voting Common Stock then Beneficially Owned by the Management Stockholders during any twelve (12) belowmonth period. Within ten (10) days after receipt of the request for a Demand Registration, the Company will send written notice (the "Demand Notice") of such registration Registration request and its intention to comply therewith to all Stockholders who are holders of Registrable Securities and, subject to subsection (3) belowSection 5(a)(ii), the Company will include in such registration Demand Registration all Registrable Securities of such Stockholders with respect to which the Company has received written requests for inclusion therein within twenty (20) days after the effectiveness of the Notice. All requests made last date such Demand Notice was deemed to have been given pursuant to this subsection (b)(1) will specify the aggregate number of Registrable Securities requested to be registered and will also specify the intended methods of disposition thereofSection 12.1.