Demand Procedures. (a) Upon receipt of a Post-IPO Demand Request, the Company shall promptly deliver notice of such a request to all other Holders of Registrable Securities, if any, who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein. (b) The Company will use commercially reasonable efforts to effect the registration of all Registrable Securities whose Holders request participation in such registration under the Securities Act subject to the provisions of this Section 2 hereunder and to qualify such Registrable Securities for sale under any state blue sky law; provided, however, that the Company shall not be required to effect a registration pursuant to a request under this Section 2: (i) after two (2) such Post-IPO Demand (per Initiating Holder) registrations pursuant to this Section 2 have been declared effective, or (ii) during the period starting with 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on the date which is one hundred and eighty days (180) following the effective date of, a Company-initiated registration, or (iii) in any jurisdictions which require it to qualify to do business or subject itself to general service of process therein. (c) The Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 2 for a reasonable time period, provided that such postponements shall not exceed one hundred and twenty (120) days in the aggregate during any twelve (12) month period, if (A) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors determines in good faith that such disclosure is not in the best interests of the Company and its shareholders, or (B) the Board of Directors determines in good faith that there is a valid business purpose or reason for delaying filing or effectiveness, and provided, further that (x) the Company shall not register any securities for its own account or that of any other shareholder during such period and (y) that the Company may not invoke this right more than once in any twelve (12) month period. A registration will not deemed as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission; provided, however, that if the Initiating Holder or Initiating Holders (that requested the registration) shall request, in writing, at least ten (10) business days prior to the effective date of the registration statement that the Company withdraw a registration statement which has been filed under this Section 2 but not yet been declared effective, the Majority Interest who participate in the registration may thereafter request that the Company reinstate such registration, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein. Notwithstanding the provisions of Section 7, the Company shall not be required to pay for any registration expenses pursuant to Section 2, if the registration request is subsequently withdrawn at the request of the Initiating Holder(s) (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless (i) the Majority Interest who participate in the registration agree that all Holders forfeit their right to one registration pursuant to Section 2; or (ii) unless the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request (in which case such withdrawal shall not require any forfeiture and the Company shall still be required to bear such expenses). (d) If a requested registration involves an underwritten public offering and the managing underwriter of such offering determines that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, however, that the number of shares that may be included in such underwritten public offering shall be allocated in the following sequence and priority: (i) first the securities held by Tene Funds, CI and EHIH shall be included in such registration on a ratio of 2:2:1 (i.e. for each share of the Company held by EHIH and included in the registration, two (2) shares held by Tene Funds (pro-rata between the members of the Tene Funds) and two (2) shares held by CI shall be included) (the “Cutbacks Ratio”); provided, further, however, that (a) as of such time that the shares held by CI constitute less than 50% of the Common Stock issued to CI on conversion of its Series B Preferred Stock), then the Cutbacks Ratio of CI shall equal its then pro rata share of the Registrable Securities; and (b) as of such date EHIH (including its Permitted Transferees) holds less than 20% of the Company’s issued and outstanding share capital, then the Cutbacks Ratio shall be made on a pro rata basis; and (ii) second, and only after all securities under (i) above have been included in the registration in full, any other securities of the Company may be included. If there is a reduction of the number of Registrable Securities pursuant to clauses (i) or (ii), such reduction shall be made on a pro rata basis (based upon the aggregate number of Registrable Securities held by the Holders in each tranche and subject to the priorities set forth in the preceding sentence) except as otherwise expressly contemplated by the preceding sentence. A registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.3(d), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included. (e) With respect to a request for registration pursuant to Section 2 which is for an underwritten public offering, the managing underwriter shall be chosen by the Majority Interest who participate in the registration, subject to the Company’s consent, which such consent shall not be unreasonably withheld or delayed.
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Demand Procedures. Within ten (a10) Upon Business Days after receipt by the Company of a Post-IPO Demand Requestregistration request under Section 1.1.1 (which request shall specify the number of shares proposed to be registered and sold and the manner in which such sale is proposed to be effected), the Company shall promptly deliver give written notice of such a request to all other Holders of the proposed demand registration, and such other Holders shall have the right to join in the proposed registration and sale, upon written request to the Company (which request shall specify the number of shares proposed to be registered and sold) within five (5) Business Days after receipt of such notice from the Company. The Company shall thereafter, as expeditiously as practicable (i) file with the SEC under the Act a registration statement on the appropriate form concerning all Registrable SecuritiesSecurities specified in the demand request and all Registrable Securities with respect to which the Company has received the written request from the other Holders and (ii) use its reasonable efforts to cause the registration statement to be declared effective. At the request of the Initiating Holders requesting registration, the Company shall use its reasonable efforts to cause each offering pursuant to Section 1.1.1 to be managed, on a firm commitment basis, by a recognized regional or national underwriter selected by the Initiating Holders and approved by the Company, such approval not to be unreasonably withheld. All holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form. The Company shall not be obligated to effect more than two registrations requested by Initiating Holders under
Section 1.1. 1, provided, however, that each such request shall be deemed satisfied only when a registration statement covering all Registrable Securities specified in notices received as aforesaid, for sale in accordance with the method of disposition specified by the Initiating Holders, has become effective and, if any, who shall then have thirty (30) days to notify the Company in writing method of their desire to be included in such registration. If the request for registration contemplates an disposition is a firm commitment underwritten public offering, at least 75% of the Registrable Securities covered thereby shall have been sold pursuant thereto. Except for registration statements on Form S-4, S-8 or another form not available for registering securities f▇▇ ▇▇▇▇ to the public, or any successor thereto, the Company shall state such in will not, without the written notice and in such event consent of the right Holders selling a majority of any Holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public such offering pursuant to the extent provided herein.
(b) The Company will use commercially reasonable efforts to effect the registration of all Registrable Securities whose Holders request participation in such registration under the Securities Act subject to the provisions of this Section 2 hereunder and 1.1, file with the SEC any other registration statement with respect to qualify such Registrable Securities its Common Stock, whether for sale under any state blue sky lawits own account or that of other shareholders, from the date of receipt of a notice from requesting Holders pursuant to this Section 1.1 until the completion of the period of distribution of the securities contemplated thereby as provided in Section 1.4; provided, however, that the Company shall not be required to effect a registration pursuant to a request under this Section 2: (i) after two (2) such Post-IPO Demand (per Initiating Holder) registrations pursuant to this Section 2 have been declared effective, or (ii) during the period starting with 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on the date which is one hundred and eighty days (180) following the effective date of, a Company-initiated registration, or (iii) in any jurisdictions which require it to qualify to do business or subject itself to general service of process therein.
(c) The Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 2 for a reasonable time period, provided that such postponements shall not exceed one hundred and twenty (120) days in the aggregate during any twelve (12) month period, if (A) include securities offered by the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors determines in good faith that such disclosure is not in the best interests of the Company and its shareholders, or (B) the Board of Directors determines in good faith that there is a valid business purpose or reason for delaying filing or effectiveness, and provided, further that (x) the Company shall not register any securities for its own account or that of any other shareholder during such period and (y) that the Company may not invoke this right more than once in any twelve (12) month period. A registration will not deemed as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission; provided, however, that if the Initiating Holder or Initiating Holders (that requested the registration) shall request, in writing, at least ten (10) business days prior to the effective date of the registration statement that the Company withdraw a registration statement which has been filed under this Section 2 but not yet been declared effective, the Majority Interest who participate in the registration may thereafter request that the Company reinstate such registration, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein. Notwithstanding the provisions of Section 7, the Company shall not be required to pay for any registration expenses pursuant to Section 2, if the registration request is subsequently withdrawn at the request of the Initiating Holder(s) (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless (i) the Majority Interest who participate in the registration agree that all Holders forfeit their right to one registration pursuant to Section 2; or (ii) unless the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request (in which case such withdrawal shall not require any forfeiture and the Company shall still be required to bear such expenses).
(d) If a requested registration involves an underwritten public offering and the managing underwriter of such offering determines that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, however, that the number of shares that may be included in such underwritten public offering shall be allocated in the following sequence and priority: (i) first the securities held by Tene Funds, CI and EHIH shall be included in such registration on a ratio of 2:2:1 (i.e. for each share of the Company held by EHIH and included in the registration, two (2) shares held by Tene Funds (pro-rata between the members of the Tene Funds) and two (2) shares held by CI shall be included) (the “Cutbacks Ratio”); provided, further, however, that (a) as of such time that the shares held by CI constitute less than 50% of the Common Stock issued to CI on conversion of its Series B Preferred Stock), then the Cutbacks Ratio of CI shall equal its then pro rata share of the Registrable Securities; and (b) as of such date EHIH (including its Permitted Transferees) holds less than 20% of the Company’s issued and outstanding share capital, then the Cutbacks Ratio shall be made on a pro rata basis; and (ii) second, and only after all securities under (i) above have been included in the registration in full, any and/or other securities of the Company may be included. If there is a reduction of the number of Registrable Securities pursuant to clauses (i) or (ii), such reduction shall be made on a pro rata basis (based upon the aggregate number of Registrable Securities that are held by shareholders other than the Holders in each tranche and subject to the priorities set forth in the preceding sentence) except as otherwise expressly contemplated by the preceding sentence. A registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.3(d), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually included.
(e) With respect to a request for registration offering pursuant to this Section 2 which is for an underwritten public offering, the managing underwriter shall be chosen by the Majority Interest who participate in the registration1.1, subject to the Company’s consent, which such consent shall not be unreasonably withheld or delayedreduction as provided in Section 1.1.4 of this Agreement.
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Demand Procedures. Purchaser, any Holder which is an Affiliate of Purchaser or the Required Holders may make a written request to the Company for registration of Registrable Securities under the Securities Act with the Commission for a public offering of Registrable Securities (a) Upon receipt a "Demand Registration"); provided, however, that the Holders shall have the right to only two Demand Registrations of all or any part of their Registrable Securities. Whenever the Company shall receive a Post-IPO request for a Demand RequestRegistration, the Company shall will promptly deliver give written notice of such a request registration to all other Holders of Registrable SecuritiesHolders, if any, who shall then have thirty (30) days to notify the Company in writing of their desire to be included in such registration. If the request for registration contemplates an underwritten public offering, the Company shall state such in the written notice and in such event the right of any Holder of Registrable Securities to participate in such registration shall be conditioned upon their participation in such underwritten public offering and the inclusion of their Registrable Securities in the underwritten public offering to the extent provided herein.
(b) The Company will use commercially its reasonable best efforts to effect the registration of all Registrable Securities whose Holders request participation in such registration under the Securities Act subject to of the provisions of this Section 2 hereunder and to qualify such Registrable Securities with respect to which the Company has received written requests for sale under any state blue sky lawinclusion therein within 30 days after such notice is given; provided, however, that the Company shall will not be required to effect take any action pursuant to this Section 6.1:
(i) if the Company has effected a registration pursuant to Section 6.1 or 6.2 within the 180-day period preceding such request which permitted Holders of Registrable Securities to register Registrable Securities;
(ii) if the Company shall at the time have effective a request Shelf Registration pursuant to which the Holder or Holders that requested registration could effect the disposition of such Holder's or Holders' Registrable Securities in the manner requested; or
(iii) during the pendency of any Suspension Period permitted under Section 6.1(c); and provided further that the Company will be permitted to satisfy its obligations under this Section 2: 6.1 by amending (ito the extent permitted by applicable law) after two any registration statement previously filed by the Company under the Securities Act so that such registration statement (2as amended) such Post-IPO Demand (per Initiating Holderwill permit the disposition in accordance with the intended methods of disposition as specified as aforesaid) registrations of all of the Registrable Securities for which a demand for registration has been made under this Section 6.1. If the Company so amends a previously filed registration statement, it will be deemed to have effected a registration for purposes of this Section 6.1. All requests made pursuant to this Section 2 have been declared effective, or (ii6.1(a) during the period starting with 60 days prior to the Company’s good faith estimate of the date of filing of, and ending on the date which is one hundred and eighty days (180) following the effective date of, a Company-initiated registration, or (iii) in any jurisdictions which require it to qualify to do business or subject itself to general service of process therein.
(c) The Company may postpone the filing or the effectiveness of any registration statement pursuant to this Section 2 for a reasonable time period, provided that such postponements shall not exceed one hundred and twenty (120) days in the aggregate during any twelve (12) month period, if (A) the Company has been advised by legal counsel that such filing or effectiveness would require disclosure of a material financing, acquisition or other corporate transaction, and the Board of Directors determines in good faith that such disclosure is not in the best interests of the Company and its shareholders, or (B) the Board of Directors determines in good faith that there is a valid business purpose or reason for delaying filing or effectiveness, and provided, further that (x) the Company shall not register any securities for its own account or that of any other shareholder during such period and (y) that the Company may not invoke this right more than once in any twelve (12) month period. A registration will not deemed as a requested registration under this Section 2 until the registration statement relating to such registration has been declared effective by the Commission; provided, however, that if the Initiating Holder or Initiating Holders (that requested the registration) shall request, in writing, at least ten (10) business days prior to the effective date of the registration statement that the Company withdraw a registration statement which has been filed under this Section 2 but not yet been declared effective, the Majority Interest who participate in the registration may thereafter request that the Company reinstate such registration, if permitted under the Securities Act, or to file another registration statement, in accordance with the procedures set forth herein. Notwithstanding the provisions of Section 7, the Company shall not be required to pay for any registration expenses pursuant to Section 2, if the registration request is subsequently withdrawn at the request of the Initiating Holder(s) (in which case all selling Holders shall bear such expenses pro rata based upon the number of Registrable Securities that were to be included in the withdrawn registration), unless (i) the Majority Interest who participate in the registration agree that all Holders forfeit their right to one registration pursuant to Section 2; or (ii) unless the withdrawal is based upon material adverse information concerning the Company of which the Initiating Holders were not aware at the time of such request (in which case such withdrawal shall not require any forfeiture and the Company shall still be required to bear such expenses).
(d) If a requested registration involves an underwritten public offering and the managing underwriter of such offering determines that the number of securities sought to be offered should be limited due to market conditions, then the number of securities to be included in such underwritten public offering shall be reduced to a number deemed satisfactory by such managing underwriter; provided, however, that specify the number of shares that may be included in such underwritten public offering shall be allocated in the following sequence and priority: (i) first the securities held by Tene Funds, CI and EHIH shall be included in such registration on a ratio of 2:2:1 (i.e. for each share of the Company held by EHIH and included in the registration, two (2) shares held by Tene Funds (pro-rata between the members of the Tene Funds) and two (2) shares held by CI shall be included) (the “Cutbacks Ratio”); provided, further, however, that (a) as of such time that the shares held by CI constitute less than 50% of the Common Stock issued to CI on conversion of its Series B Preferred Stock), then the Cutbacks Ratio of CI shall equal its then pro rata share of the Registrable Securities; and (b) as of such date EHIH (including its Permitted Transferees) holds less than 20% of the Company’s issued and outstanding share capital, then the Cutbacks Ratio shall be made on a pro rata basis; and (ii) second, and only after all securities under (i) above have been included in the registration in full, any other securities of the Company may be included. If there is a reduction of the number of Registrable Securities pursuant to clauses (i) or (ii), such reduction shall be made on a pro rata basis (based upon the aggregate number of Registrable Securities held by the Holders in each tranche and subject to the priorities set forth in the preceding sentence) except as otherwise expressly contemplated by the preceding sentence. A registration shall not be counted as “effected” if, as a result of an exercise of the underwriter’s cutback provisions in Section 2.3(d), fewer than fifty percent (50%) of the total number of Registrable Securities that Holders have requested to be included in such registration statement are actually includedregistered and will also specify the intended methods of disposition thereof.
(e) With respect to a request for registration pursuant to Section 2 which is for an underwritten public offering, the managing underwriter shall be chosen by the Majority Interest who participate in the registration, subject to the Company’s consent, which such consent shall not be unreasonably withheld or delayed.
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