Common use of Right to Demand Registration Clause in Contracts

Right to Demand Registration. Subject to Section 4(b) below, ---------------------------- Court Square, any Court Square Associate (so long as such Court Square Associate holds at least 10% of the Common Stock) and WEP shall be entitled to make a written request ("Demand Registration Request") to the Company for registration with the Commission under and in accordance with the provisions of the Securities Act of all or part of the Registrable Securities owned by it (a "Demand Registration") (which Demand Registration Request shall specify the intended number of Registrable Securities to be disposed of by such holder and the intended method of disposition thereof); provided, that (i) 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 or public offering it would be inadvisable to effect such Demand Registration at such time, defer such Demand Registration for a single period not to exceed 180 days, and (ii) if the Company elects not to 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. The Company will serve written notice (the "Notice") of such Demand Registration Request to all holders of Registrable Securities promptly upon the filing of a registration statement pursuant to a Demand Registration Request and, subject to paragraph (c) 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 from such holders within fifteen (15) business days after the receipt by the applicable holder of the Notice. All requests made pursuant to this paragraph 4(a) will specify the aggregate number of the Registrable Securities to be registered and will also specify the intended methods of disposition thereof.

Right to Demand Registration. Subject to Section 4(b) below, ---------------------------- Court Square, any Court Square Associate (so long as such Court Square Associate holds at least 10% of the Common Stock) and WEP Xxxxx shall be entitled to make a written request ("Demand Registration Request") to the Company for registration with the Commission under and in accordance with the provisions of the Securities Act of all or part of the Registrable Securities owned by it (a "Demand Registration") (which Demand Registration Request shall specify the intended number of Registrable Securities to be disposed of by such holder and the intended method of disposition thereof); provided, that (i) 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 or public offering it would be inadvisable to effect such Demand Registration at such time, defer such Demand Registration for a single period not to exceed 180 days, and (ii) if the Company elects not to 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. The Within 10 days after receipt of the Demand Registration Request, the Company will serve written notice (the "Notice") of such Demand Registration Request to all holders of Registrable Securities promptly upon the filing of a registration statement pursuant to a Demand Registration Request and, subject to paragraph (c) 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 from such holders within fifteen (15) business days after the receipt by the applicable holder of the Notice. All requests made pursuant to this paragraph 4(a) will specify the aggregate number of the Registrable Securities to be registered and will also specify the intended methods of disposition thereof.

Right to Demand Registration. Subject From and after February 4, 2001 and, subject to Section 4(b4.1(d), each of (A) belowAT&T PCS, ---------------------------- Court Square(B) a Qualified Holder, any Court Square Associate and (so long as such Court Square Associate holds C) Management Stockholders that in the aggregate Beneficially Own at least 1050.1% of the shares of Common StockStock then Beneficially Owned by the Management Stockholders (each a "Demanding Stockholder" and, collectively, the "Demanding Stockholders") and WEP shall be entitled have the right to make a written request ("Demand Registration 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 of the their Registrable Securities owned by it pursuant to an underwritten offering (a "Demand Registration") (), which Demand Registration Request request shall specify the intended number of Registrable Securities proposed to be disposed of sold by such holder and the intended method of disposition thereof)each Demanding Stockholder; provided, however, that (ix) 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 so determines in the exercise of its reasonable judgment that due to a Demand Registration would interfere with any pending or contemplated acquisition material acquisition, disposition, financing or disposition or public offering it would 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 inadvisable to effect 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, defer shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration for Registration; provided, however, that a single period Qualified Holder may, not to exceed 180 daysmore frequently than once in any twelve (12) month period, and (ii) if the Company elects not to effect request that the Demand Registration pursuant to the terms be a shelf registration that is maintained continuously effective for a period of this sentence, no at least six (6) 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 in accordance with the foregoing in respect of Equity Securities that it intends to convert into shares of Common Stock upon the effectiveness of the Registration Statement prepared in connection with such demand, and the Company shall be deemed fulfill its obligations under this Section 5 in a manner that permits such Demanding Stockholder to have occurred for purposes exercise its conversion rights in respect of this Agreementsuch Equity Securities and substantially contemporaneously sell the shares of Common Stock issuable upon such conversion under such Registration Statement. The Company will serve not be obligated to effect more than two (2) separate Demand Registrations 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 the aggregate Beneficially Own at least 50.1% of the shares of Common Stock then Beneficially Owned by the Management Stockholders during any twelve (12) month 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 Demand Registration Request request and its intention to comply therewith to all Stockholders who are holders of Registrable Securities promptly upon the filing of a registration statement pursuant to a Demand Registration Request and, subject to paragraph (c) belowSection 5(a)(ii), the Company will include in such registration Demand Registration all Registrable Securities of such holders Stockholders with respect to which the Company has received written requests for inclusion therein from such holders within fifteen twenty (1520) business days after the receipt by the applicable holder of the Notice. All requests made last date such Demand Notice was deemed to have been given pursuant to this paragraph 4(a) will specify the aggregate number of the Registrable Securities to be registered and will also specify the intended methods of disposition thereofSection 12.1.

Right to Demand Registration. Subject to Section 4(b2(b)(ii) below, ---------------------------- Court Square, any Court Square Associate (so long as such Court Square Associate holds the holders of at least 10% twenty (20%) percent (or such lesser amount of Registrable Securities then held by all holders of Registrable Securities in the aggregate) of the Common Stock) and WEP aggregate Registrable Securities shall be entitled to make a written request requests ("Demand Registration RequestRequests") at any time and from time to time, to the Company for registration with the Commission SEC under and in accordance with the provisions of the Securities Act of all or part of (including, but not limited to, registrations under Rule 415 promulgated under the Registrable Securities owned by it Act) (a "Demand Registration") (which Demand Registration Request shall specify the intended number of Registrable Securities to be disposed of by such holder and the intended method of disposition thereofholders); provided, PROVIDED that (i) the Company may, -------- if the Board of Directors so determines in the exercise of its reasonable judgment judgment, that due to a pending or contemplated acquisition or disposition or public offering it would be inadvisable to effect such Demand Registration at such time, defer such Demand Registration for a single period not to exceed 180 ninety (90) days, and .) Within ten (ii10) if the Company elects not to effect days after receipt of the Demand Registration pursuant to Request, the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes of this Agreement. The Company will serve written notice (the "Notice") of such Demand Registration Request to all holders of Registrable Securities promptly upon the filing of a registration statement pursuant to a Demand Registration Request and, subject to paragraph (cii) 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 from such holders within fifteen (15) business days after the receipt by duly given to the applicable holder of the Noticenotice from the Company (such date, the "Demand Registration Inclusion Date"). All requests made pursuant to this paragraph 4(a2(b) will specify the aggregate number of the Registrable Securities requested to be registered and will also specify the intended methods of disposition thereofregistered.

Right to Demand Registration. Subject to the terms of any holdback agreement as provided in Section 4(b) below, ---------------------------- Court Square, any Court Square Associate (so long as such Court Square Associate holds at least 10% of the Common Stock5(c) and WEP the limitations provided in this Section 5(a)(i) and Section 5(a)(ii), the Investors shall be entitled each have the right at any time following the Effective Time to make a written request ("Demand Registration Request") to 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 Act, of all or part of the Registrable Securities Stock beneficially owned and held of record by it such Investor (each a "“Demand Registration") (which Demand Registration Request shall specify ” and such Investor, the intended number of Registrable Securities to be disposed of by such holder and the intended method of disposition thereof“Demanding Investor”); provided, 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 (i) 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, -------- if the Board of Directors so determines in the exercise of its reasonable judgment that due to a pending or contemplated acquisition or disposition or public offering it would be inadvisable to effect such Demand Registration at such time, may defer such Demand Registration for a single period not to exceed 180 days, and (ii) 90 days during any one year period if the Company elects not Board determines in the exercise of its reasonable judgment that to effect the such Demand Registration pursuant to at such time would have a material adverse effect on the terms Company, including interfering with any pending or potential acquisition, disposition or securities offering of this sentence, no the Company. Within ten (10) days after receipt of the request for a Demand Registration shall be deemed to have occurred for purposes of in accordance with this Agreement. The Section 5(a)(i) and Section 5(a)(ii), the Company will serve send written notice (the "“Demand Notice"”) of such Demand Registration Request registration request and its intention to comply therewith to all holders of Registrable Securities promptly upon the filing of a registration statement pursuant to a Demand Registration Request Investors and, subject to paragraph (cSection 5(a)(iii) below, the Company will include in such registration all the Registrable Securities of such holders Stock with respect to which the Company has received written requests from any Investor for inclusion therein from such holders within fifteen twenty (1520) business days Business Days after the receipt by the applicable holder of the Noticedate such Demand Notice is received. All requests made pursuant to this paragraph 4(aSection 5(a)(i) will specify the aggregate number quantity of the 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. Subject to Section 4(b3(b) below, ---------------------------- Court Square, any Court Square Associate (so long as such Court Square Associate holds at least 10% the holders of the Common Stock) and WEP a majority of Vectura Registrable Securities shall be entitled to make a written request requests ("Demand Registration RequestRequests") at any time and from time ---------------------------- to time to the Company for registration with the Commission under and in accordance with the provisions of the Securities Act (including, but not limited to, registrations under Rule 415 promulgated under the Securities Act) of all or part of the Vectura Registrable Securities owned by it them (a "Demand Registration") (which Demand Registration Request shall ------------------- specify the intended number of Vectura Registrable Securities to be disposed of by such holder holders, the anticipated price range for such offering and the intended method of disposition thereof); provided, provided that (i) the Company may, -------- if the Board of Directors so determines in the exercise of its reasonable judgment judgment, that due to a pending or contemplated acquisition or disposition or public offering it would be inadvisable to effect such Demand Registration at such time, defer such Demand Registration for a single period not to exceed 180 days, and (ii) if the Company elects not to effect . Within 10 days after receipt of the Demand Registration pursuant to Request, the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes of this Agreement. The Company will serve written notice (the "Notice") of such Demand Registration Request to all holders of Registrable Securities promptly upon the filing of a registration statement pursuant to a Demand Registration Request and, subject to paragraph (cb) 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 from such holders within fifteen (15) 15 business days after the receipt by duly given to the applicable holder of the Noticenotice from the Company. All requests made pursuant to this paragraph 4(a) will specify the aggregate number of the Registrable Securities to be registered and will also specify the intended methods of disposition thereof.

Right to Demand Registration. Subject to Section 4(b) below, ---------------------------- Court Square, any Court Square Associate (so long as such Court Square Associate holds at least 10% of the Common Stock) and WEP Stockholder shall be entitled to make a written request ("“Demand Registration Request"”) to the Company for registration with the Commission under and in accordance with the provisions of the Securities Act of all or part of the Registrable Securities owned by it (a "“Demand Registration"”) (which Demand Registration Request shall specify the intended number of Registrable Securities to be disposed of by such holder and the intended method of disposition thereof); provided, however, that (i) 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 or public offering it would be inadvisable to effect such Demand Registration at such time, defer such Demand Registration for a single period not to exceed 180 daysninety (90) days but, if requested by the party requesting such Demand Registration, the Company shall prepare for such Demand Registration so that it will be in a position to file for such Demand Registration promptly following the expiration of such period; provided, however, that the Company may not defer Demand Registrations more than once in any 365-day period, and (ii) if the Company elects not to effect the Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes hereof. Promptly after receipt of this Agreement. The the Demand Registration Request, the Company will serve written notice (the "“Demand Notice"”) of such Demand Registration Request to all holders of Registrable Securities promptly upon the filing of a registration statement pursuant to a Demand Registration Request and, subject to paragraph (c) 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 from such holders within fifteen five (155) business days after the receipt by the applicable holder of the Demand Notice. All requests made pursuant to this paragraph Section 4(a) will specify the aggregate number of the Registrable Securities to be registered and will also specify the intended methods of disposition thereof.

Right to Demand Registration. Subject to Section 4(b) below, ---------------------------- Court Squarethe Fund, any Court Square Fund Associate (so long as such Court Square Fund Associate holds at least 10% of the Common Stock) and WEP Court Square (so long as Court Square holds at least 1% of the Common Stock, assuming full exercise of the warrant issued to Court Square by the Company as of the date hereof) shall be entitled to make a written request ("Demand Registration Request") to the Company for registration with the Commission under and in accordance with the provisions of the Securities Act of all or part of the Registrable Securities owned by it (a "Demand Registration") (which Demand Registration Request shall specify the intended number of Registrable Securities to be disposed of by such holder and the intended method of disposition thereof); provided, however, that (i) 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 or public offering it would be inadvisable to effect such Demand Registration at such time, defer such Demand Registration for a single period not to exceed 180 90 days, and (ii) if the Company elects not to effect the Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes hereof. Promptly after receipt of this Agreement. The the Demand Registration Request, the Company will serve written notice (the "Demand Notice") of such Demand Registration Request to all holders of Registrable Securities promptly upon the filing of a registration statement pursuant to a Demand Registration Request and, subject to paragraph (c) 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 from such holders within fifteen (15) business days after the receipt by the applicable holder of the Demand Notice. All requests made pursuant to this paragraph 4(a) will specify the aggregate number of the Registrable Securities to be registered and will also specify the intended methods of disposition thereof.

Right to Demand Registration. Subject to Section 4(b) below, ---------------------------- Court Square, any Court Square Associate (so long as such Court Square Associate holds at least 10% of the Common Stock) and WEP CVC shall be entitled to make a written request ("Demand Registration Request") to the Company for registration with the Commission under and in accordance with the provisions of the Securities Act of all or part of the Registrable Securities owned by it (a "Demand Registration") (which Demand Registration Request shall specify the intended number of Registrable Securities to be disposed of by such holder and the intended method of disposition thereof); provided, that (i) 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 or public offering it would be inadvisable to effect such Demand Registration at such time, defer such Demand Registration for a single period not to exceed 180 days, and (ii) if the Company elects not to effect . Within 10 days after receipt of the Demand Registration pursuant to Request, the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes of this Agreement. The Company will serve written notice (the "Notice") of such Demand Registration Request to all holders of Registrable Securities promptly upon the filing of a registration statement pursuant to a Demand Registration Request and, subject to paragraph (c) 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 from such holders within fifteen (15) business days after the receipt by the applicable holder of the Notice. All requests made pursuant to this paragraph 4(a) will specify the aggregate number of the Registrable Securities to be registered and will also specify the intended methods of disposition thereof.

Right to Demand Registration. Subject to Section 4(b) below, ---------------------------- Court Square, any Court Square Associate (so long as such Court Square Associate holds at least 10% The holders of a majority of the Common Stock) and WEP OEP Registrable Securities shall be entitled to make a one or more written request requests ("Demand Registration RequestDEMAND REGISTRATION REQUESTS") to the Company at any time and from time to time for registration with the Commission under and in accordance with the provisions of the Securities Act (including, but not limited to, registrations under Rule 415 promulgated under the Securities Act) of all or part of the Registrable Securities owned by it them (a "Demand RegistrationDEMAND REGISTRATION") (which Demand Registration Request shall specify the intended number of OEP Registrable Securities to be disposed of by such holder holder(s) and the intended method of disposition thereof); providedPROVIDED, that (i) the Company may, -------- if the Board of Directors so determines in the exercise of its reasonable judgment judgment, that due to a pending or contemplated acquisition or disposition or public offering offering, it would be inadvisable to effect such Demand Registration at such time, defer such Demand Registration for a single period not to exceed 180 ninety (90) days; PROVIDED FURTHER, and (ii) HOWEVER, that if the Company elects not to effect the defer such Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes of this AgreementAgreement until such registration is effected. The Within ten (10) days after receipt of the Demand Registration Request, the Company will serve written notice (the "NoticeNOTICE") of such Demand Registration Request to all holders of Registrable Securities promptly upon the filing of a registration statement pursuant to a Demand Registration Request and, subject to paragraph (cb) 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 from such holders within fifteen (15) business days after the receipt by the applicable holder of the Notice. All requests made pursuant to this paragraph 4(a3(a) will specify the aggregate number of the Registrable Securities to be registered and will also specify the intended methods of disposition thereof.