C Shares Sample Clauses

C Shares. The holders of thirty percent (30%) or more of the aggregate issued and outstanding C Shares may, upon the delivery of a written notice to MSH, request to register under the Act any of their shares of C Shares which are not then covered by a currently effective registration statement under the Act; provided, however, that the proceeds of any such offering shall not be less than ten million dollars ($10,000,000), without regard to underwriting or brokerage commissions and discounts and offering expenses. Such written notice shall specify the number of C Shares intended to be offered by such electing holders, shall express such holders' present intent to offer such shares for distribution, shall describe the nature or method of the proposed offer and sale thereof and shall contain an undertaking of each such holder to provide all such information and materials and take all such action as may be required in order to permit MSH to comply with all applicable requirements of the Securities and Exchange Commission and applicable securities commissions of the several states and to obtain acceleration of the effective date of such registration statement. Upon receipt of such request MSH shall use all reasonable efforts to cause the C Shares so specified in such request to be so registered to permit the sale by each electing holder of the number of C Shares specified in the holder's request under the Act and to permit their trading on the NASDAQ National Market System, subject to notice of issuance. The holders of the C Shares shall have two (2) Demand Registrations pursuant to this Section 2(a)(ii) only; provided, however, that in the event MSH qualifies for the use of a Form S-3 (or successor form) registration statement, the number of requests that may be made for a Demand Registration shall be unlimited so long as each such request is made by the holders of twenty-five percent (25%) or more of the C Shares; and provided, further, that a registration requested pursuant to this Section 2(a)(ii) shall not constitute a Demand Registration unless the holders of C Shares shall have registered and sold 75% of the C Shares requested to be sold in such offering.