Common use of Demand Rights Clause in Contracts

Demand Rights. Upon written request of Shareholders made at any time after two years following the date of the closing of the purchase of the Laidxxx Xxxck, Company shall, under the terms and subject to the conditions set forth in this Section 2.2, and Sections 2.3 and 2.4, file (and use its reasonable efforts to cause to become effective) a registration statement covering, and use its reasonable efforts to qualify for sale under the blue sky or securities laws of the various states of the United States as may be requested by Shareholders (except any such state in which, in the opinion of the managing underwriter of the offering, the failure to so qualify would not materially and adversely affect the proposed offering), in accordance with the intended method or methods of disposition set forth in that notice, of such number of Registrable Securities, as may be designated by Shareholders in their request, or that portion thereof designated in said request for registration in each of the Designated Jurisdictions (as defined below). A request for registration under this Section 2.2 shall specify the number of shares to be registered, the jurisdictions in the United States in which such registration is to be effected (the "Designated Jurisdictions") and the proposed manner of sale, including the name and address of any proposed underwriter; provided, that all offerings If the distribution proposed to be effected pursuant to this Section 2.2 involves an underwritten offering of Registrable Securities and securities of the Company other than Registrable Securities ("Other Securities"), and if the managing underwriter of such underwritten offering indicates in writing its reasonable belief that including all or part of such securities in the coverage of such registration statement will materially and adversely affect the sale of the securities proposed to be sold, then the number of securities proposed to be sold shall be reduced to the maximum number of securities specified by the managing underwriter. In such a case, priority shall be afforded to Registrable Securities, and such Other Securities shall be completely eliminated before the number of Registrable Securities is reduced. Company may delay the filing of any registration statement requested under this Section 2.2, or delay its effectiveness, for a reasonable period (but not longer than 90 Shareholders shall be entitled to request not more than three registrations under this Section 2.2 (provided that the filing of a registration statement in more than one Designated Jurisdiction in connection with a concurrent or substantially concurrent distribution shall be deemed for the purposes of this Agreement to be a single registration). However, if Shareholders request a registration under this Section 2.2, but no registration statement becomes effective with respect to the Registrable Securities covered by such request, then such request shall not count as a request for purposes of determining the number of requests for registration Shareholders may make under this Section 2.2. If there is an effective registration statement requested by the Shareholders pursuant to this Section 2.2, the Shareholders may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of the Shareholders, a delay is necessary in order to avoid materially and adversely affecting the disposition of Shares pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of the Company or any of its subsidiaries or issuable pursuant to a

Demand Rights. Upon written request of the Apollo/Blackstone Shareholders made at any time after two years following (but subject to the date limitations on sales of Registrable Securities in the closing of Shareholders Agreement), the purchase of the Laidxxx Xxxck, Company shall, under the terms and subject to the conditions set forth in this Section 2.2, and Sections 2.3 and 2.4, file (and use its reasonable efforts to cause to become effective) a registration statement covering, and use its reasonable efforts to qualify for sale under the blue sky or securities laws of the various states of the United States as may be requested by the Apollo/Blackstone Shareholders (except any such state in which, in the opinion of the managing underwriter of the offering, the failure to so qualify would not materially and adversely affect the proposed offering), in accordance with the intended method or methods of disposition set forth in that notice, of such number of Registrable Securities, as may be designated by the Apollo/Blackstone Shareholders in their request, or that portion thereof designated in said request for registration in each of the Designated Jurisdictions (as defined below). A request for registration under this Section 2.2 shall specify the number of shares to be registered, the jurisdictions in the United States in which such registration is to be effected (the "Designated Jurisdictions") and the proposed manner of sale, including the name and address of any proposed underwriter; provided, that all offerings contemplated by a request for registration under this Section 2.2 shall be underwritten offerings involving a distribution of Registrable Shares to the public in which reasonable efforts are made not to knowingly sell to any single buyer, acting individually or with others, who after such underwriting will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement) (any such buyer, "Significant Stockholder"), under circumstances in which it would reasonably be expected to not result in any person becoming a Significant Stockholder. The principal underwriter or underwriters for any such offering shall be selected by the Apollo/Blackstone Shareholders, subject to Company's approval, which may not be unreasonably withheld. Notwithstanding any other provision in this Section, the Apollo/Blackstone Shareholders shall not be permitted to make a demand for registration pursuant to this Section unless the number of Registrable Securities covered by such demand is at least 2,500,000 shares of Common Stock (or securities convertible into such number of shares of Common Stock) (as such number may be appropriately adjusted to reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of Company) or such lesser number of shares as would yield gross proceeds of not less than $50 million based on the average closing price of the Common Stock (and assuming that the market price of shares of Junior Preferred Stock was equal to the market price of the shares of Common Stock into which such shares would then be convertible) over the ten trading day period immediately preceding the date of the written request hereunder (with the gross proceeds of Senior Preferred Stock deemed to be its liquidation preference on the date of such demand). No Shareholders other than the Apollo/Blackstone Shareholders and their Related Transferees shall have demand registration rights. If the distribution proposed to be effected pursuant to this Section 2.2 involves an underwritten offering of Registrable Securities and securities of the Company other than Registrable Securities ("Other Securities"), and if the managing underwriter of such underwritten offering indicates in writing its reasonable belief that including all or part of such securities in the coverage of such registration statement will materially and adversely affect the sale of the securities proposed to be sold, then the number of securities proposed to be sold shall be reduced to the maximum number of securities specified by the managing underwriter. In such a case, first priority shall be afforded to Registrable SecuritiesSecurities in accordance with the third and fourth paragraph of Section 2.1, and such Other Securities shall be completely eliminated before Securities, subject to the number of Registrable Securities is reducedlimitations set forth in such third and fourth paragraphs. Company may delay the filing of any registration statement requested under this Section 2.2, or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of Company's Board of Directors, (i) a delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving Company, or (ii) filing at the time requested would materially and adversely affect the business or prospects of Company in view of disclosures that may be thereby required. Once the cause of the delay is eliminated, Company shall promptly notify the Apollo/Blackstone Shareholders and, promptly after Shareholders notify Company to proceed, Company shall file a registration statement and begin performance of its other obligations under this Section 2.2. The Apollo/Blackstone Shareholders shall be entitled to request not more than three nine registrations under this Section 2.2 (provided that the filing of a registration statement in more than one Designated Jurisdiction in connection with a concurrent or substantially concurrent distribution shall be deemed for the purposes of this Agreement to be a single registration). However, if the Apollo/Blackstone Shareholders request a registration under this Section 2.2, but no registration statement becomes effective with respect to the Registrable Securities covered by such request, then such request shall not count as a request for purposes of determining the number of requests for registration the Apollo/Blackstone Shareholders may make under this Section 2.2. If there is an effective registration statement requested by the Apollo/Blackstone Shareholders pursuant to this Section 2.2, the Apollo/Blackstone Shareholders may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of the Apollo/Blackstone Shareholders, a delay is necessary in order to avoid materially and adversely affecting the disposition of Shares Registrable Securities pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of the Company or any of its subsidiaries or issuable pursuant to aa merger, acquisition or similar transaction involving the Company or any of its subsidiaries.

Demand Rights. (a) Upon written request of Shareholders the Shareholder made at any time after two years following (but subject to the date limitations on sales of Registrable Securities in the closing of Investor Agreement), the purchase of the Laidxxx Xxxck, Company shall, under the terms and subject to the conditions set forth in this Section 2.2, and Sections 2.3 and 2.4, file (and use its reasonable efforts to cause to become effective) a registration statement covering, and use its reasonable efforts to qualify for sale under the blue sky or securities laws of the various states of the United States as may be requested by Shareholders the Shareholder (except any such state in which, in the opinion of the managing underwriter of the offering, the failure to so qualify would not materially and adversely affect the proposed offeringoffering or in which the Company would be required to submit to general jurisdiction to effect such registration), in accordance with the intended method or methods of disposition set forth in that notice, of such number of Registrable Securities, as may be designated by Shareholders the Shareholder in their its request, or that portion thereof designated in said request for registration in each of the Designated Jurisdictions (as defined below). A request for registration under this Section 2.2 shall specify the number of shares Registrable Securities to be registered, the jurisdictions in the United States in which such registration is to be effected (the "Designated Jurisdictions") and the proposed manner of sale, including the name and address of any proposed underwriter; provided. The principal underwriter or underwriters for any such offering shall be selected by the Shareholder, that all offerings If subject to the distribution proposed Company's approval, which may not be unreasonably withheld or delayed. Notwithstanding any other provision in this Section, the Shareholder shall not be permitted to be effected make a demand for registration pursuant to this Section 2.2 involves an underwritten offering of Registrable Securities and securities of the Company other than Registrable Securities ("Other Securities"), and if the managing underwriter of such underwritten offering indicates in writing its reasonable belief that including all or part of such securities in the coverage of such registration statement will materially and adversely affect the sale of the securities proposed to be sold, then the number of securities proposed to be sold shall be reduced to the maximum number of securities specified by the managing underwriter. In such a case, priority shall be afforded to Registrable Securities, and such Other Securities shall be completely eliminated before unless the number of Registrable Securities is reduced. Company may delay the filing of any registration statement requested under this Section 2.2, or delay its effectiveness, for a reasonable period (but not longer than 90 Shareholders shall be entitled to request not more than three registrations under this Section 2.2 (provided that the filing of a registration statement in more than one Designated Jurisdiction in connection with a concurrent or substantially concurrent distribution shall be deemed for the purposes of this Agreement to be a single registration). However, if Shareholders request a registration under this Section 2.2, but no registration statement becomes effective with respect to the Registrable Securities covered by such request, then such request shall not count as a request for purposes of determining the number of requests for registration Shareholders may make under this Section 2.2. If there demand is an effective registration statement requested by the Shareholders pursuant to this Section 2.2, the Shareholders may require the Company to delay the filing of any registration statement relating to at least 500,000 shares of Common Stock (or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment securities convertible into such number of the Shareholders, a delay is necessary in order to avoid materially and adversely affecting the disposition of Shares pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant Stock) (as such number may be appropriately adjusted to employee benefit plans reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of the Company Company) or any such lesser number of shares and Notes as would yield gross proceeds of not less than $2 million based on the average closing price of the Common Stock over the ten trading day period immediately preceding the date of the written request hereunder (with the gross proceeds of Series B Preferred Stock deemed to be the greater of its subsidiaries or issuable pursuant liquidation preference on the date of such demand and the average closing price of the Common Stock into which it is convertible and the gross proceeds of debt shall be deemed to abe the greater of its principal amount and the average closing price of the Common Stock into which it is convertible).

Demand Rights. (a) Upon written request of Shareholders a Shareholder (an “Exercising Shareholder”) made at any time after two years following time, the date of the closing of the purchase of the Laidxxx Xxxck, Company shall, under the terms and subject to the conditions set forth in this Section 2.2, and Sections 2.3 and 2.4, file (and use its reasonable efforts to cause to become effective) a registration statement covering, and use its reasonable efforts to qualify for sale under the blue sky or securities laws of the various states of the United States as may be requested by Shareholders such Exercising Shareholder (except any such state in which, in the opinion of the managing underwriter of the offering, the failure to so qualify would not materially and adversely affect the proposed offeringoffering or in which the Company would be required to submit to general jurisdiction to effect such registration), in accordance with the intended method or methods of disposition set forth in that notice, of such number of Registrable Securities, Securities as may be designated by Shareholders such Exercising Shareholder in their requestits request (the “Demand Securities”), or that portion thereof designated in said request for registration in each of the Designated Jurisdictions (as defined below). A request for registration under this Section 2.2 shall specify the number of shares Demand Securities to be registered, the jurisdictions in the United States in which such registration is to be effected (the "“Designated Jurisdictions"”) and the proposed manner of sale, including the name and address of any proposed underwriter; provided. The principal underwriter or underwriters for any such offering shall be selected by the Exercising Shareholder, that all offerings If subject to the distribution proposed Company’s approval, which may not be unreasonably withheld or delayed. Notwithstanding any other provision in this Section, an Exercising Shareholder shall not be permitted to be effected make a demand for registration pursuant to this Section 2.2 involves an underwritten offering of Registrable Securities and securities of the Company other than Registrable Securities ("Other Securities"), and if the managing underwriter of such underwritten offering indicates in writing its reasonable belief that including all or part of such securities in the coverage of such registration statement will materially and adversely affect the sale of the securities proposed to be sold, then unless the number of securities proposed to be sold shall be reduced to the maximum number of securities specified by the managing underwriter. In such a case, priority shall be afforded to Registrable Securities, and such Other Securities shall be completely eliminated before the number of Registrable Securities is reduced. Company may delay the filing of any registration statement requested under this Section 2.2, or delay its effectiveness, for a reasonable period (but not longer than 90 Shareholders shall be entitled to request not more than three registrations under this Section 2.2 (provided that the filing of a registration statement in more than one Designated Jurisdiction in connection with a concurrent or substantially concurrent distribution shall be deemed for the purposes of this Agreement to be a single registration). However, if Shareholders request a registration under this Section 2.2, but no registration statement becomes effective with respect to the Registrable Demand Securities covered by such request, then such request shall not count as a request for purposes of determining demand (together with the aggregate number of requests for Specified Securities to be included in such registration Shareholders may make under this Section 2.2. If there is an effective registration statement requested by the Shareholders pursuant to this Section 2.2, the Shareholders may require the Company to delay the filing of any registration statement relating to 2.1 hereof) is at least 12,500,000 shares of Common Stock (or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment securities convertible into such number of the Shareholders, a delay is necessary in order to avoid materially and adversely affecting the disposition of Shares pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant Stock) (as such number may be appropriately adjusted to employee benefit plans reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of the Company Company) or any such lesser number of its subsidiaries or issuable pursuant to ashares as would yield gross proceeds of not less than $2 million based on the average closing price of the Common Stock over the ten trading day period immediately preceding the date of the written request hereunder.

Demand Rights. (a) Upon written request of Shareholders Shareholder made at any time after two years following time, the date of the closing of the purchase of the Laidxxx Xxxck, Company shall, under the terms and subject to the conditions set forth in this Section SECTION 2.2, and Sections SECTIONS 2.3 and 2.4, file (and use its reasonable efforts to cause to become effective) a registration statement covering, and use its reasonable efforts to qualify for sale under the blue sky or securities laws of the various states of the United States as may be requested by Shareholders Shareholder (except any such state in which, in the opinion of the managing underwriter of the offering, the failure to so qualify would not materially and adversely affect the proposed offeringoffering or in which the Company would be required to submit to general jurisdiction to effect such registration), in accordance with the intended method or methods of disposition set forth in that notice, of such number of Registrable Securities, as may be designated by Shareholders Shareholder in their its request, or that portion thereof designated in said request for registration in each of the Designated Jurisdictions (as defined below). A request for registration under this Section SECTION 2.2 shall specify the number of shares Registrable Securities to be registered, the jurisdictions in the United States in which such registration is to be effected (the "Designated JurisdictionsDESIGNATED JURISDICTIONS") and the proposed manner of sale, including the name and address of any proposed underwriter; provided. The principal underwriter or underwriters for any such offering shall be selected by Shareholder, that all offerings If subject to the distribution proposed Company's approval, which may not be unreasonably withheld or delayed. Notwithstanding any other provision in this Section, Shareholder shall not be permitted to be effected make a demand for registration pursuant to this Section 2.2 involves an underwritten offering of Registrable Securities and securities of the Company other than Registrable Securities ("Other Securities"), and if the managing underwriter of such underwritten offering indicates in writing its reasonable belief that including all or part of such securities in the coverage of such registration statement will materially and adversely affect the sale of the securities proposed to be sold, then the number of securities proposed to be sold shall be reduced to the maximum number of securities specified by the managing underwriter. In such a case, priority shall be afforded to Registrable Securities, and such Other Securities shall be completely eliminated before unless the number of Registrable Securities is reduced. Company may delay the filing of any registration statement requested under this Section 2.2, or delay its effectiveness, for a reasonable period (but not longer than 90 Shareholders shall be entitled to request not more than three registrations under this Section 2.2 (provided that the filing of a registration statement in more than one Designated Jurisdiction in connection with a concurrent or substantially concurrent distribution shall be deemed for the purposes of this Agreement to be a single registration). However, if Shareholders request a registration under this Section 2.2, but no registration statement becomes effective with respect to the Registrable Securities covered by such request, then such request shall not count as a request for purposes of determining the number of requests for registration Shareholders may make under this Section 2.2. If there demand is an effective registration statement requested by the Shareholders pursuant to this Section 2.2, the Shareholders may require the Company to delay the filing of any registration statement relating to at least 2,500,000 shares of Common Stock (or delay its effectivenesssecurities convertible into such number of shares of Common Stock) (as such number may be appropriately adjusted to reflect stock splits, for a reasonable period (but not longer than 90 days) ifreverse stock splits, in the sole judgment dividends and any other recapitalization or reorganization of the ShareholdersCompany including, a delay is necessary in order without limitation, an adjustment to avoid materially and adversely affecting take account of the disposition of Shares pursuant to the offering by the Shareholders; provided that the foregoing shall not limit five-for-one reverse stock split proposed for approval at the Company's right to file and have declared effective registration statements relating to 2002 annual meeting of stockholders) or such lesser number of shares as would yield gross proceeds of not less than $2 million based on the average closing price of the Common Stock issuable pursuant to employee benefit plans over the ten trading day period immediately preceding the date of the Company or any of its subsidiaries or issuable pursuant to awritten request hereunder.

Demand Rights. Upon written request of the Apollo/Blackstone ------------- Shareholders made at any time after two years following (but subject to the date limitations on sales of Registrable Securities in the closing of Shareholders Agreement), the purchase of the Laidxxx Xxxck, Company shall, under the terms and subject to the conditions set forth in this Section 2.2, and ----------- Sections 2.3 and 2.4, file (and use its reasonable efforts to cause to become ------------ --- effective) a registration statement covering, and use its reasonable efforts to qualify for sale under the blue sky or securities laws of the various states of the United States as may be requested by the Apollo/Blackstone Shareholders (except any such state in which, in the opinion of the managing underwriter of the offering, the failure to so qualify would not materially and adversely affect the proposed offering), in accordance with the intended method or methods of disposition set forth in that notice, of such number of Registrable Securities, as may be designated by the Apollo/Blackstone Shareholders in their request, or that portion thereof designated in said request for registration in each of the Designated Jurisdictions (as defined below). A request for registration under this Section 2.2 shall specify the number of shares to be ----------- registered, the jurisdictions in the United States in which such registration is to be effected (the "Designated Jurisdictions") and the proposed manner of sale, ------------------------ including the name and address of any proposed underwriter; provided, that all -------- offerings contemplated by a request for registration under this Section 2.2 ----------- shall be underwritten offerings involving a distribution of Registrable Shares to the public in which reasonable efforts are made not to knowingly sell to any single buyer, acting individually or with others, who after such underwriting will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement) (any such buyer, "Significant Stockholder"), under circumstances in ----------------------- which it would reasonably be expected to not result in any person becoming a Significant Stockholder. The principal underwriter or underwriters for any such offering shall be selected by the Apollo/Blackstone Shareholders, subject to Company's approval, which may not be unreasonably withheld. Notwithstanding any other provision in this Section, the Apollo/Blackstone Shareholders shall not be permitted to make a demand for registration pursuant to this Section unless the number of Registrable Securities covered by such demand is at least 2,500,000 shares of Common Stock (or securities convertible into such number of shares of Common Stock) (as such number may be appropriately adjusted to reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of Company) or such lesser number of shares as would yield gross proceeds of not less than $50 million based on the average closing price of the Common Stock (and assuming that the market price of shares of Junior Preferred Stock was equal to the market price of the shares of Common Stock into which such shares would then be convertible) over the ten trading day period immediately preceding the date of the written request hereunder (with the gross proceeds of Senior Preferred Stock deemed to be its liquidation preference on the date of such demand). No Shareholders other than the Apollo/Blackstone Shareholders and their Related Transferees shall have demand registration rights. If the distribution proposed to be effected pursuant to this Section ------- 2.2 involves an underwritten offering of Registrable Securities and securities --- of the Company other than Registrable Securities ("Other Securities"), and if ---------------- the managing underwriter of such underwritten offering indicates in writing its reasonable belief that including all or part of such securities in the coverage of such registration statement will materially and adversely affect the sale of the securities proposed to be sold, then the number of securities proposed to be sold shall be reduced to the maximum number of securities specified by the managing underwriter. In such a case, first priority shall be afforded to Registrable SecuritiesSecurities in accordance with the third and fourth paragraph of Section 2.1, and such Other Securities shall be completely eliminated before Securities, subject to the number of Registrable Securities is reducedlimitations set forth in ----------- such third and fourth paragraphs. Company may delay the filing of any registration statement requested under this Section 2.2, or delay its effectiveness, for a reasonable period (but ----------- not longer than 90 days) if, in the sole judgment of Company's Board of Directors, (i) a delay is necessary in light of pending financing transactions, corporate reorganizations, or other major events involving Company, or (ii) filing at the time requested would materially and adversely affect the business or prospects of Company in view of disclosures that may be thereby required. Once the cause of the delay is eliminated, Company shall promptly notify the Apollo/Blackstone Shareholders and, promptly after Shareholders notify Company to proceed, Company shall file a registration statement and begin performance of its other obligations under this Section 2.2. ----------- The Apollo/Blackstone Shareholders shall be entitled to request not more than three nine registrations under this Section 2.2 (provided that the filing of ----------- -------- a registration statement in more than one Designated Jurisdiction in connection with a concurrent or substantially concurrent distribution shall be deemed for the purposes of this Agreement to be a single registration). However, if the Apollo/Blackstone Shareholders request a registration under this Section 2.2, ----------- but no registration statement becomes effective with respect to the Registrable Securities covered by such request, then such request shall not count as a request for purposes of determining the number of requests for registration the Apollo/Blackstone Shareholders may make under this Section 2.2. ----------- If there is an effective registration statement requested by the Apollo/Blackstone Shareholders pursuant to this Section 2.2, the ----------- Apollo/Blackstone Shareholders may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of the Apollo/Blackstone Shareholders, a delay is necessary in order to avoid materially and adversely affecting the disposition of Shares Registrable Securities pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to -------- file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of the Company or any of its subsidiaries or issuable pursuant to aa merger, acquisition or similar transaction involving the Company or any of its subsidiaries.

Demand Rights. Upon written request of Shareholders made at any time after two years following the date of the closing of the purchase of the Laidxxx XxxckXxxxxxx Block, Company shall, under the terms and subject to the conditions set forth in this Section SECTION 2.2, and Sections SECTIONS 2.3 and 2.4, file (and use its reasonable efforts to cause to become effective) a registration statement covering, and use its reasonable efforts to qualify for sale under the blue sky or securities laws of the various states of the United States as may be requested by Shareholders (except any such state in which, in the opinion of the managing underwriter of the offering, the failure to so qualify would not materially and adversely affect the proposed offering), in accordance with the intended method or methods of disposition set forth in that notice, of such number of Registrable Securities, as may be designated by Shareholders in their request, or that portion thereof designated in said request for registration in each of the Designated Jurisdictions (as defined below). A request for registration under this Section SECTION 2.2 shall specify the number of shares to be registered, the jurisdictions in the United States in which such registration is to be effected (the "Designated JurisdictionsDESIGNATED JURISDICTIONS") and the proposed manner of sale, including the name and address of any proposed underwriter; providedPROVIDED, that all offerings contemplated by a request for registration under this SECTION 2.2 shall be underwritten offerings involving a distribution of Registrable Shares to the public in which reasonable efforts are made not to knowingly sell to any single buyer, acting individually or with others, who after such underwriting will own more than 9% of the Total Voting Power (as defined in the Shareholders Agreement) (any such buyer, "SIGNIFICANT STOCKHOLDER"), under circumstances in which it would reasonably be expected to not result in any person becoming Significant Stockholder. The principal underwriter or underwriters for any such offering shall be selected by Shareholders, subject to Company's approval, which may not be unreasonably withheld. Notwithstanding any other provision in this Section, Shareholders shall not be permitted to make a demand for registration pursuant to this Section unless the number of Registrable Securities covered by such demand is at least five million shares (as such number may be appropriately adjusted to reflect stock splits, reverse stock splits, dividends and any other recapitalization or reorganization of Company). If the distribution proposed to be effected pursuant to this Section SECTION 2.2 involves an underwritten offering of Registrable Securities and securities of the Company other than Registrable Securities ("Other SecuritiesOTHER SECURITIES"), and if the managing underwriter of such underwritten offering indicates in writing its reasonable belief that including all or part of such securities in the coverage of such registration statement will materially and adversely affect the sale of the securities proposed to be sold, then the number of securities proposed to be sold shall be reduced to the maximum number of securities specified by the managing underwriter. In such a case, priority shall be afforded to Registrable Securities, and such Other Securities shall be completely eliminated before the number of Registrable Securities is reduced. Company may delay the filing of any registration statement requested under this Section SECTION 2.2, or delay its effectiveness, for a reasonable period (but not longer than 90 Shareholders shall be entitled to request not more than three registrations under this Section 2.2 (provided that the filing of a registration statement in more than one Designated Jurisdiction in connection with a concurrent or substantially concurrent distribution shall be deemed for the purposes of this Agreement to be a single registration). However, if Shareholders request a registration under this Section 2.2, but no registration statement becomes effective with respect to the Registrable Securities covered by such request, then such request shall not count as a request for purposes of determining the number of requests for registration Shareholders may make under this Section 2.2. If there is an effective registration statement requested by the Shareholders pursuant to this Section 2.2, the Shareholders may require the Company to delay the filing of any registration statement relating to shares of Common Stock or delay its effectiveness, for a reasonable period (but not longer than 90 days) if, in the sole judgment of the Shareholders, a delay is necessary in order to avoid materially and adversely affecting the disposition of Shares pursuant to the offering by the Shareholders; provided that the foregoing shall not limit the Company's right to file and have declared effective registration statements relating to shares of Common Stock issuable pursuant to employee benefit plans of the Company or any of its subsidiaries or issuable pursuant to a90