Common use of Right to Require Registration Clause in Contracts

Right to Require Registration. Subject to the provisions of this Paragraph 2, at any time after the date 6 months following a Qualified IPO, any Holder of 10% or more of the outstanding Common Stock (a “Demand Holder”) shall have the right to require the Company to file a registration statement under the Securities Act for a public offering of all or any portion of the Registrable Securities held by such Holder when such right is exercised (the shares subject to the demand, the “Registration Demand Securities”), provided that any request for a Demand Registration (as defined below) shall not be otherwise deemed to be effective unless such request is with respect to Registrable Securities constituting at least five percent (5%) of the outstanding shares of the class of Registrable Securities. The demand registration rights granted to the Demand Holders in this Paragraph 2 are subject to the following limitations: (i) each Demand Holder may make a demand under this Paragraph 2 only two (2) times (a “Demand Registration”); (ii) the Company shall not be obligated to cause any registration statement filed under this Paragraph 2 to be declared effective less than six months after the effective date of the most recent registration statement filed by the Company on its own behalf; (iii) the managing underwriter of any such offering shall be a nationally recognized investment banking firm selected by the Company and approved by the Demand Holder making the Demand Registration (which approval shall not be unreasonably withheld); (iv) notwithstanding the giving of notice by a Demand Holder of the exercise of its right to require registration under this Paragraph 2, the Company may elect to convert such registration into a registration of shares for sale by the Company pursuant to Paragraph 1 hereof by providing notice to the Securityholders in accordance with Paragraph 1, and in such event the provisions of Paragraph 1 shall apply to such registration rather than the provisions of this Paragraph 2 and such registration shall not count as a Demand Registration; (v) during any two-year period, the Company may make a one-time election to postpone the filing or the effectiveness of a registration statement for a Demand Registration for up to six months if the Board determines, in its good faith judgment, that (x) such Demand Registration would reasonably be expected to have an adverse effect on, interfere with or delay any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction, (y) the filing of a registration statement or a sale of Registrable Securities pursuant thereto would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) the Company is unable to comply with the registration requirements of the Commission; provided, that, in such event, the holders of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such request for Demand Registration will not count as a request for Demand Registration hereunder and the Company will pay all Registration Expenses in connection with such withdrawn registration request; and (vi) any demand under this Paragraph 2 shall be for a firm commitment underwritten offering, with respect to which the Company shall be required to maintain an effective registration statement for a maximum of 90 days.

Right to Require Registration. Subject to the provisions of this Paragraph 2, at At any time after the earlier of (a) the date 6 7 years after the date of this Agreement and (b) the date 9 months following a Qualified IPO, any Holder of 10% or more either of the outstanding Common Stock (Originating Partnerships, provided that such Originating Partnership is then a “Demand Holder”) Stockholder, shall have the right to require the Company to file a registration statement under the Securities Act (and the other Originating Partnership and their respective Permitted Transferees shall have the right to participate in such registration) for a public offering of all or any portion of the Registrable Securities shares of Series B Preferred Stock held by such Holder the Originating Partnership Group when such right is exercised exercised, or all or any portion of the shares of Common Stock held by the Originating Partnership Group when such right is exercised, or all or any portion of both such shares of Series B Preferred Stock and such shares of Common Stock (the such shares subject to the demand, the “"Registration Demand Securities”"), provided that any request for a Demand Registration (as defined below) shall not be otherwise deemed subject to be effective unless such request is with respect to Registrable Securities constituting at least five percent (5%) the provisions of the outstanding shares of the class of Registrable Securitiesthis paragraph 3. The demand registration rights granted to the Demand Holders Originating Partnership Group in this Paragraph 2 paragraph 3 are subject to the following limitations: (i) each Demand Holder the Originating Partnerships (on behalf of the Originating Partnership Group) may make a demand under this Paragraph 2 paragraph 3 only two (2) Exhibit B to Stockholders Agreement ----------------------------------- B-5 times (each, a “"Demand Registration”"); (ii) the Company shall not be obligated to cause any registration statement filed under this Paragraph 2 paragraph 3 to be declared effective less than six months after the effective date of the most recent registration statement filed by the Company on its own behalfbehalf or for the benefit of the UBS Group pursuant to Section 2; (iii) the managing underwriter of any such offering shall be a nationally recognized investment banking firm selected by the Company Originating Partnerships and approved by the Demand Holder making the Demand Registration Company (which approval shall not be unreasonably withheld); (iv) notwithstanding the giving of notice by a Demand Holder either of the Originating Partnerships of the exercise of its right to require registration under this Paragraph 2paragraph 3, the Company may elect to convert such registration into a registration of shares for sale by the Company pursuant to Paragraph paragraph 1 hereof by providing notice to the Securityholders Stockholders in accordance with Paragraph paragraph 1, and in such event the provisions of Paragraph paragraph 1 shall apply to such registration rather than the provisions of this Paragraph 2 paragraph 3 and such registration shall not count as a Demand Registration; (v) during any two-year period, the Company may make shall have the right exercisable only one (1) time per each request for a one-time election demand registration to postpone the filing or the effectiveness of a registration statement for a Demand Registration for up to six months if the Board determinesany registration requested pursuant to this paragraph 3 if, in its good faith judgmentthe opinion of the Board, that (x) such Demand Registration registration would reasonably be expected to have an adverse effect on, interfere with or delay any proposal or plan material transaction then being pursued by the Company or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) strategic plan or any merger, consolidation, tender offer or similar transaction, (y) the filing of a registration statement or a sale of Registrable Securities pursuant thereto would require disclosure of material information that business plan adopted by the Company has a bona fide business purpose for preserving as confidential or (z) the Company is unable to comply with in advance of the registration requirements of the Commissiondemand; provided, that, in such event(vi) notwithstanding any other provision hereof, the holders Originating Partnerships shall have the right to transfer one or both of Registrable Securities initially requesting such their Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such request for Demand Registration will not count as a request for Demand Registration hereunder and the Company will pay all Registration Expenses Registrations in connection with a transfer of at least 50% of the Shares owned by them at any time, each such withdrawn registration requesttransfer to be subject to the approval of the Company, such approval not to be unreasonably withheld; and (vivii) any demand under this Paragraph paragraph 2 shall be for a firm commitment underwritten offering, with respect to which the Company shall be required to maintain an effective registration statement for a maximum of 90 30 days.

Right to Require Registration. Subject to the provisions of this Paragraph 2, at any time after the date 6 nine (9) months following a Qualified IPO, any Eligible Holder of 10% or more of the outstanding Common Stock (a “Demand Holder”) shall have the right to require the Company to file a registration statement under the Securities Act for a public offering of all or any portion of the Registrable Securities held by such Demand Holder when such right is exercised (the shares subject to the demand, the “Registration Demand Securities”), provided that any request for a Demand Registration (as defined below) shall not be otherwise deemed to be effective unless such request is with respect to Registrable Securities constituting at least five percent (5%) of the outstanding shares of the class of Registrable Securities. The demand registration rights granted to the Demand Holders in this Paragraph 2 are subject to the following limitations: (i) each Demand Holder may make a demand under this Paragraph 2 only two one (21) times time (a “Demand Registration”), provided, however, that if after a Demand Holder executes a Demand Registration, such Demand Holder continues to hold 10% or more of the outstanding Common Stock, such Demand Holder shall have the right to execute one additional Demand Registration; (ii) the Company shall not be obligated to cause any registration statement filed under this Paragraph 2 to be declared effective less than six months after the effective date of the most recent registration statement filed by the Company on its own behalf; (iii) the managing underwriter of any such offering shall be a nationally recognized investment banking firm selected by the Company and approved by the Demand Holder making the Demand Registration (which approval shall not be unreasonably withheld); (iv) notwithstanding the giving of notice by a Demand Holder of the exercise of its right to require registration under this Paragraph 2, the Company may elect to convert such registration into a registration of shares for sale by the Company pursuant to Paragraph 1 hereof by providing notice to the Securityholders in accordance with Paragraph 1, and in such event the provisions of Paragraph 1 shall apply to such registration rather than the provisions of this Paragraph 2 and such registration shall not count as a Demand Registration; (v) during any two-year period, the Company may make a one-time election to postpone the filing or the effectiveness of a registration statement for a Demand Registration for up to six months if the Board determines, in its good faith judgment, that (x) such Demand Registration would reasonably be expected to have an adverse effect on, interfere with or delay any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction, (y) the filing of a registration statement or a sale of Registrable Securities pursuant thereto would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) the Company is unable to comply with the registration requirements of the Commission; provided, that, in such event, the holders of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such request for Demand Registration will not count as a request for Demand Registration hereunder and the Company will pay all Registration Expenses in connection with such withdrawn registration request; and (vi) any demand under this Paragraph 2 shall be for a firm commitment underwritten offering, with respect to which the Company shall be required to maintain an effective registration statement for a maximum of 90 thirty (30) days.

Right to Require Registration. Subject to the provisions of this Paragraph 2, at At any time after the earlier of (a) the date 6 7 years after the date of this Agreement and (b) the date 9 months following a Qualified IPO, any Holder of 10% or more of the outstanding Common Stock (a “Demand Holder”) UBS Capital shall have the right to require the Company to file a registration statement under the Securities Act (and the UBS Permitted Transferees shall have the right to participate in such a registration) for a public offering of all or any portion of the Registrable Securities shares of Series A Preferred Stock held by the UBS Group when such Holder right is exercised, or all or any portion of the shares of Common Stock either held by the UBS Group when such right is exercised or for which Warrants held by the UBS Group when such right is exercised are exercisable and/or convertible, or all or any portion of both such shares of Series A Preferred Stock and such shares of Common Stock (the such shares subject to the demand, the “"Registration Demand Exhibit B to Stockholders Agreement ----------------------------------- B-2 Securities”"), provided that any request for a Demand Registration (as defined below) shall not be otherwise deemed subject to be effective unless such request is with respect to Registrable Securities constituting at least five percent (5%) the provisions of the outstanding shares of the class of Registrable Securitiesthis paragraph 2. The demand registration rights granted to the Demand Holders UBS Group in this Paragraph paragraph 2 are subject to the following limitations: (i) each Demand Holder UBS Capital (on behalf of the UBS Group) may make a demand under this Paragraph paragraph 2 only two (2) times (each, a “"Demand Registration”"); (ii) the Company shall not be obligated to cause any registration statement filed under this Paragraph paragraph 2 to be declared effective less than six months after the effective date of the most recent registration statement filed by the Company on its own behalfbehalf or for the benefit of the Originating Partnership Group pursuant to Section 3; (iii) the managing underwriter of any such offering shall be a nationally recognized investment banking firm selected by the Company UBS Capital and approved by the Demand Holder making the Demand Registration Company (which approval shall not be unreasonably withheld); (iv) notwithstanding the giving of notice by a Demand Holder UBS Capital of the exercise of its right to require registration under this Paragraph paragraph 2, the Company may elect to convert such registration into a registration of shares for sale by the Company pursuant to Paragraph paragraph 1 hereof by providing notice to the Securityholders Stockholders in accordance with Paragraph paragraph 1, and in such event the provisions of Paragraph paragraph 1 shall apply to such registration rather than the provisions of this Paragraph paragraph 2 and such registration shall not count as a Demand Registration; (v) during any two-year period, the Company may make shall have the right exercisable only one (1) time per each request for a one-time election demand registration to postpone the filing or the effectiveness of a registration statement for a Demand Registration for up to six months if the Board determinesany registration requested pursuant to this paragraph 2 if, in its good faith judgmentthe opinion of the Board, that (x) such Demand Registration registration would reasonably be expected to have an adverse effect on, interfere with or delay any proposal or plan material transaction then being pursued by the Company or any strategic plan or material business plan adopted by the Company in advance of the registration demand; (vi) notwithstanding any other provision hereof, UBS Capital shall have the right to transfer one or both of its subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer or similar transaction, (y) the filing of a registration statement or a sale of Registrable Securities pursuant thereto would require disclosure of material information that the Company has a bona fide business purpose for preserving as confidential or (z) the Company is unable to comply with the registration requirements of the Commission; provided, that, in such event, the holders of Registrable Securities initially requesting such Demand Registration will be entitled to withdraw such request and, if such request is withdrawn, such request for Demand Registration will not count as a request for Demand Registration hereunder and the Company will pay all Registration Expenses Registrations in connection with a transfer of at least 50% of the Shares owned by it at any time, each such withdrawn registration requesttransfer to be subject to the approval of the Company, such approval not to be unreasonably withheld; and (vivii) any demand under this Paragraph paragraph 2 shall be for a firm commitment underwritten offering, with respect to which the Company shall be required to maintain an effective registration statement for a maximum of 90 30 days.