Common use of Right to Demand Clause in Contracts

Right to Demand. On two occasions, the holders of 33% or more of the Registrable Securities may 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, however, that (i) the Company shall not be required to file a Registration Statement (defined below) relating to such Demand Registration with the Commission (A) until at least 90 days have passed from the date of this Agreement and (B) less than 45 days have passed since the date the holders of the Registrable Securities request such registration, the Company shall pay a 20% penalty to all holders of the Registrable Securities in cash or additional shares of Common Stock (valued at the average closing price of the Company's Common Stock for the 10 trading days prior to the date that the Registration Statement was to have been filed) at the Company's sole election in the event that the Company fails to file the Registration Statement timely(ii) the Company need not effect a Demand Registration unless such Demand Registration shall include at least 75% of the Registrable Securities originally issued to the Investors under the Subscription Agreement, (iii) the Company may, if the Board of Directors determines in the exercise of its good faith judgment that effecting such Demand Registration at such time would have a substantial adverse effect on the Company, defer such Demand Registration for a single period not to exceed 90 days, - (iv) if the Company elects to defer any Demand Registration pursuant to (iii) above, no Demand

Right to Demand. On two occasionsAt any time on or before the Expiration Date, the holders of 33% or more not less than a majority of the Registrable Securities then outstanding may make a up to two written request of requests (provided in each case such holders have not registered Registrable Securities pursuant to Section 2 or 3 above within 120 days prior to such request) to the Company for registration with the Commission, Commission under and in accordance with the provisions of the Securities Act, Act of all or part not less than $250,000 of their the Registrable Securities (a "Demand Registration"); provided. Within ten (10) days after receipt of such request, however, that (i) the Company shall not give written notice of such requested registration to all other holders of Registrable Securities, and, subject to the priority provisions set forth in Section 4(b) below, will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion within thirty (30) days after the Company gives such notice. Unless expressly agreed to by the Holder, no securities of the Company or of any other Person other than Registrable Securities shall be required to file included in a Registration Statement (defined below) relating to such Demand Registration with except pursuant to the Commission (A) until at least 90 days have passed from exercise of any piggyback registration rights granted on or prior to the date of this Agreement hereof. Except as otherwise provided herein, a registration will not count as a Demand Registration until it has become effective and (B) less than 45 days have passed since the date the holders of the Registrable Securities request included in such registration, registration are legally permitted to sell all of their Registrable Securities that are requested to be so included unless the Company shall pay a 20% penalty to all holders of the Registrable Securities included in cash or additional shares of Common Stock (valued at the average closing price of the Company's Common Stock for the 10 trading days prior to the date that the Registration Statement was to have been filed) at the Company's sole election in the event that the Company fails to file the Registration Statement timely(ii) the Company need not effect a Demand Registration unless such Demand Registration fail to take such actions as are required on their part to cause the registration to become effective, in which case such registration shall include at least 75% of the Registrable Securities originally issued to the Investors under the Subscription Agreement, (iii) the Company may, if the Board of Directors determines in the exercise of its good faith judgment that effecting such count as a Demand Registration at such time would have a substantial adverse effect on the Company, defer such Demand Registration for a single period not to exceed 90 days, - (iv) if the Company elects to defer any Demand Registration pursuant to (iii) above, no DemandRegistration.

Right to Demand. On two occasionsthe terms and subject to the provisions of this Section 8, including the limitations set forth in Section 8.1(v), at any time and from time to time commencing after the date hereof, the holders of 33% or more Genstar Parties holding a majority of the Registrable Securities then held by all Genstar Parties (each Genstar Party who makes such a request, a “Requesting Party”), subject to the limitations set forth below, may make a written request of to the Company for registration with the Commission, under and in accordance with the provisions of the Securities Act, Act (which request may require that such registration be underwritten) of all or part of their the Registrable Securities held by the Requesting Party (a "“Demand Registration"”); provided, however, provided that (i) the Company shall not be required to file a Registration Statement (defined below) relating to such Demand Registration with the Commission (A) until at least 90 days have passed from the date of this Agreement and (B) less than 45 days have passed since the date the holders value of the Registrable Securities subject to such Requesting Party’s Demand Registration have an aggregate value of not less than $10,000,000. Promptly upon receipt of any such request such registration(but in no event more than ten (10) business days thereafter), the Company shall pay a 20% penalty will deliver written notice (the “Demand Notice”) of such registration request to all holders of the Registrable Securities in cash or additional shares of Common Stock (valued at the average closing price of the Company's Common Stock for the 10 trading days prior other Holders, and, subject to the date that the Registration Statement was to have been filed) at the Company's sole election in the event that terms of this Agreement, the Company fails to file the Registration Statement timely(ii) the Company need not effect a Demand Registration unless will include in such Demand Registration shall include at least 75% of the all Registrable Securities originally issued of any Holder with respect to which the Company has received written requests for inclusion therein within ten (10) business days after the Demand Notice has been given to the Investors under the Subscription Agreement, (iii) the Company may, if the Board of Directors determines in the exercise of its good faith judgment that effecting such applicable Holder. All requests or responses to Demand Registration at such time would have a substantial adverse effect on the Company, defer such Demand Registration for a single period not to exceed 90 days, - (iv) if the Company elects to defer any Demand Registration Notices made pursuant to (iii) above, no Demandthis Section 8.1 will specify the aggregate amount of Registrable Securities to be registered and will also specify the intended methods of disposition thereof.

Right to Demand. On two occasions(i) After the earlier of (A) a Qualified IPO or (B) May 8, the holders of 33% 2002, one or more of the Registrable Securities Holders may 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. (ii) After the earlier of (a) a Qualified IPO or (B) May 8, 2002, the holders of at least a majority of the then-outstanding Registrable Securities issued or issuable upon conversion of the Series D Preferred Stock of the Company issued to the TWCP Investors (including resulting from splits, combinations and similar recapitalizations resulting from such shares) may make a written request for registration with the Commission under and in accordance with the provisions of the Securities Act, of all or part of their Registrable Securities. (iii) Any Holder(s) which request registration under Section 7.2(a)(i) or (ii) are hereinafter referred to as "Demanding Holder(s)" and any such registration is hereinafter referred to as a "Demand Registration"); provided, however, that (i." The rights to registration under this Section 7.2(a) the Company shall not be required to file a Registration Statement (defined below) relating to such Demand Registration with the Commission are limited as follows: (A) until at least 90 no such request for registration may be made within 180 days have passed from after the effective date of this Agreement and (B) less than 45 days have passed since a registration statement under the date the holders of the Registrable Securities request such registration, the Company shall pay a 20% penalty to all holders of the Registrable Securities in cash or additional shares of Common Stock (valued at the average closing price Act covering any of the Company's Common Stock for equity securities; (B) the 10 trading days prior anticipated offering price of all Registrable Securities subject to the date that the Registration Statement was to have been filed) at the Company's sole election Demanding Holder(s)' request must equal or exceed $20 million in the event that aggregate; (C) the Company fails need not effect more than two Demand Registrations under Section 7.2(a)(i) (other than Demand Registrations on Form S-3, as to file which this clause (C) shall not apply); (D) the Company need not effect more than one Demand Registration Statement timely(iiunder Section 7.2(a)(ii) (other than Demand Registration on Form S-3, as to which this clause (D) shall not apply); (E) the Company need not effect a Demand Registration described in Section 7.2(a)(i) unless such Demand Registration shall include at least 7525% of the Registrable Securities originally issued to then outstanding on the Investors under date the Subscription Agreement, request is made; (iiiF) the Company may, if the Board of Directors determines in the exercise of its good faith reasonable judgment that effecting such Demand Registration at such time would have a substantial material adverse effect on the Company, defer such Demand Registration for a single period not to exceed 90 days, - ; and (ivG) if the Company elects to defer any Demand Registration pursuant to (iiiF) above, no DemandDemand Registration shall be deemed to have occurred for purposes of this Agreement. Within 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 each of the other Holders and, subject to Section 7.2(e) below, the Company will include in such registration all Registrable Securities of such Holders with respect to which the Company has received written requests for inclusion therein within 20 business days after the effectiveness of the Notice. All requests made pursuant to this Section 7.2(a) 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. On two occasions, Any time after the holders of 33% or more expiration of the Registrable Securities Holdback Period, each of Saratoga, Moore and Co-Investment may make a written makx x xritten request of to the Company for registration with the Commission(a "Demand Registration"), under and in accordance with the provisions of the Securities 1933 Act, of all or part of their its Registrable Securities. Within 20 days after receipt of such request, the Company will serve written notice (the "Written Notice") of such registration request to all Investors who are holders of Registrable Securities (a "Demand Registration")and the Company will include in such registration all Registrable Securities of such Investors with respect to which the Company has received written requests for inclusion therein within 15 business days after receipt of the Written Notice. All requests made pursuant to this subsection will specify the number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof; provided, however, that (i) the Company shall not be required to file a Registration Statement (defined below) relating to such Demand Registration with the Commission (A) until at least 90 days have passed from the date of this Agreement and (B) less than 45 days have passed since the date the holders of the Registrable Securities request such registration, the Company shall pay a 20% penalty to all holders of the Registrable Securities in cash or additional shares of Common Stock (valued at the average closing price of the Company's Common Stock for the 10 trading days prior to the date that the Registration Statement was to have been filed) at the Company's sole election in the event that the Company fails to file the Registration Statement timely(iix) the Company need not effect a any Demand Registration unless the Registrable Securities requested to be registered pursuant to such Demand Registration shall include constitute at least 7510% of the Registrable Securities originally issued to the Investors under the Subscription Agreement, outstanding Capital Stock; and (iiiy) the Company may, if the its Board of Directors so determines in the exercise of its good faith judgment reasonable judgment, that effecting due to a pending or contemplated acquisition or disposition it would be inadvisable to effect such Demand Registration at such time would have a substantial adverse effect on the Companytime, defer such Demand Registration for a single period not to exceed 90 180 days, - (iv) if the Company elects to defer any Demand Registration pursuant to (iii) above, no Demand.

Right to Demand. On two occasions, the holders of 33% or more of the Registrable Securities Greenwich may at any time make a written request of to the Company for registration with the Commission(a "Demand Registration"), under and in accordance with the provisions of the Securities 1933 Act, of all or part of their its Registrable Securities, upon receipt of which the Company shall promptly cause to be prepared and filed a registration statement under the 1933 Act covering the Registrable Securities (a "requested to be registered pursuant to this Section. Within 20 days after receipt of such request, the Company will serve written notice of such registration request to all Investors who are holders of Registrable Securities of the same kind of Registrable Securities to which such Demand Registration")Registration relates and the Company will include in such registration all Registrable Securities of such Investors with respect to which the Company has received written requests for inclusion therein within 20 business days after receipt of such written notice. All requests made pursuant to this subsection will specify the number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof; provided, however, that (i) the Company shall not be required to file a Registration Statement (defined below) relating to such Demand Registration with the Commission (A) until at least 90 days have passed from the date of this Agreement and (B) less than 45 days have passed since the date the holders of the Registrable Securities request such registration, the Company shall pay a 20% penalty to all holders of the Registrable Securities in cash or additional shares of Common Stock (valued at the average closing price of the Company's Common Stock for the 10 trading days prior to the date that the Registration Statement was to have been filed) at the Company's sole election in the event that the Company fails to file the Registration Statement timely(iix) the Company need not effect a any Demand Registration unless the Registrable Securities requested to be registered pursuant to such Demand Registration shall include constitute at least 7510% of the Registrable Securities originally issued to outstanding Common Stock or 10% of the Investors under aggregate principal amount of the Subscription Agreementoutstanding Bonds, as the case may be; and (iiiy) the Company may, if the Board of Directors so determines in the exercise of its good faith judgment reasonable judgment, that effecting due to a pending or contemplated acquisition or disposition it would be inadvisable to effect such Demand Registration at such time would have a substantial adverse effect on the Companytime, defer such Demand Registration for a single period not to exceed 90 days, - (iv) if ; provided that the Company elects to defer may not exercise this right more than once in any Demand Registration pursuant to (iii) above, no Demandtwelve-month period.

Right to Demand. On two occasions, Any time after the holders of 33% or more expiration of the Registrable Securities Holdback --------------- Period, each of Saratoga and Xxxxx may make a written request of to the Company for registration with the Commission(a "Demand Registration"), under and in accordance with the provisions of the Securities 1933 ------------------- Act, of all or part of their its Registrable Securities. Within 20 days after receipt of such request, the Company will serve written notice (the "Written Notice") of -------------- such registration request to all Investors who are holders of Registrable Securities (a "Demand Registration")and the Company will include in such registration all Registrable Securities of such Investors with respect to which the Company has received written requests for inclusion therein within 15 business days after receipt of the Written Notice. All requests made pursuant to this subsection will specify the number of Registrable Securities to be registered and will also specify the intended methods of disposition thereof; provided, however, that (ix) the Company shall -------- ------- need not be required to file a Registration Statement (defined below) relating to such effect the Demand Registration with the Commission (A) until at least 90 days have passed from the date of this Agreement and (B) less than 45 days have passed since the date the holders of registration unless the Registrable Securities request such registration, the Company requested to be so registered shall pay a 20% penalty to all holders of the Registrable Securities in cash or additional shares of Common Stock (valued at the average closing price of the Company's Common Stock for the 10 trading days prior to the date that the Registration Statement was to have been filed) at the Company's sole election in the event that the Company fails to file the Registration Statement timely(ii) the Company need not effect a Demand Registration unless such Demand Registration shall include constitute at least 7510% of the Registrable Securities originally issued to the Investors under the Subscription Agreement, outstanding Capital Stock; and (iiiy) the Company may, if the its Board of Directors so determines in the exercise of its good faith judgment reasonable judgment, that effecting due to a pending or contemplated acquisition or disposition it would be inadvisable to effect such Demand Registration at such time would have a substantial adverse effect on the Companytime, defer such Demand Registration for a single period not to exceed 90 180 days, - (iv) if the Company elects to defer any Demand Registration pursuant to (iii) above, no Demand.

Right to Demand. On two occasionsSubject to Section 3.02(b) below, at any time that the Company is eligible to file a registration statement on Form S-3 (or any successor form) under the Securities Act, one or more Stockholders (collectively, the holders of 33“Demand Holder”) holding not less than 50% or more of the Registrable Securities held by all Stockholders, may make a written request, which request will specify the aggregate number of Registrable Securities to be registered on Form S-3 (or such successor form) and will also specify the intended methods of disposition thereof (the “Request Notice”) to the Company for registration with the Commission, Commission under and in accordance with the provisions of the Securities Act, Act of all or part of their the Registrable Securities then owned by the Demand Holder (a "“Demand Registration"”); provided. The Company shall not be obligated to maintain a registration statement pursuant to a Demand Registration effective for more than (x) three years or (y) such shorter period when all of the Registrable Securities covered by such registration statement have been sold pursuant thereto (the “Effectiveness Period”). Upon any such request for a Demand Registration, howeverthe Company will deliver any Piggyback Notices required by Section 3.01 and thereupon the Company will, that subject to Section 3.01(c) and 3.02(f), use commercially reasonable efforts to effect the prompt registration under the Securities Act of: (i) the Registrable Securities which the Company shall not be has been so requested to register by the Demand Holder as contained in the Request Notice; and (ii) all other Registrable Securities which the Company has been requested to register by the Piggyback Holders; all to the extent required to file a Registration Statement (defined below) relating to such Demand Registration with permit the Commission (A) until at least 90 days have passed from the date of this Agreement and (B) less than 45 days have passed since the date the holders disposition of the Registrable Securities request so to be registered in accordance with the intended method or methods of disposition of each seller of such registration, the Company shall pay a 20% penalty to all holders of the Registrable Securities in cash or additional shares of Common Stock (valued at the average closing price of the Company's Common Stock for the 10 trading days prior to the date that the Registration Statement was to have been filed) at the Company's sole election in the event that the Company fails to file the Registration Statement timely(ii) the Company need not effect a Demand Registration unless such Demand Registration shall include at least 75% of the Registrable Securities originally issued to the Investors under the Subscription Agreement, (iii) the Company may, if the Board of Directors determines in the exercise of its good faith judgment that effecting such Demand Registration at such time would have a substantial adverse effect on the Company, defer such Demand Registration for a single period not to exceed 90 days, - (iv) if the Company elects to defer any Demand Registration pursuant to (iii) above, no DemandSecurities.