Common use of Filing; Effectiveness Clause in Contracts

Filing; Effectiveness. If on any one occasion, one or more Holders holding Registrable Securities shall notify the Company in writing that they intend to offer or cause to be offered for public resale all or any portion of their Registrable Securities, the Company will notify all of the Holders of Registrable Securities of its receipt of such notification and will as soon as practicable, but not later than 120 days after receipt from the Company of such notification, prepare and file a registration statement with the Commission under the Securities Act on Form S-3 (the "Resale Registration Statement"), or on such other form as may be available and for which the Company is eligible, in the event it is not eligible to use Form S-3, covering the resale by such Holders of their Registrable Securities pursuant to Rule 415 under the Securities Act from time to time in transactions not involving any underwritten public offering and use its best efforts (i) to cause such Resale Registration Statement to be declared effective by the Commission for such Registrable Securities as soon as practicable thereafter and (ii) to keep the Resale Registration Statement continuously effective until the earliest of (x) the date on which such Holders no longer hold any Registrable Securities registered under the Resale Registration Statement, (y) the second anniversary of the Closing Date, or (z) the date on which the Shares subject to one or more Registration Statements could be sold pursuant to Rule 144(k). In the event the Company does not file the registration statement within 120 days after receipt of the notice referred to above, the Holder may demand in writing and without further compensation to the Company, that the Company issue additional shares to the Holder equal to ten (10) percent of the amount of shares purchased by the Holder. Such demand shall be made not later than the second anniversary of the Closing Date. The Company shall not be required to cause a registration statement requested pursuant to this Section 4(b) to become effective prior to 90 days following the effective date of a registration statement initiated by the Company if any managing underwriter named in such registration statement has advised the Company in writing that the registration or sale of additional securities by Stockholders of the Company within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; provided, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 4(b) has been made prior to the expiration of such 90-day period. The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if the Company has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company; provided, however, that the Company shall (A) use reasonable efforts to disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and (B) may so postpone such filing only if all other persons who are named as selling securityholders under then effective registration statements filed by the Company with the Commission and all directors of the Company are advised of the fact that a material transaction or other matter is not being disclosed during the length of such postponement and of the consequences of such nondisclosure under the Securities Act and the Exchange Act.

Filing; Effectiveness. If on any one occasion, one or more Holders holding Registrable Securities Holder shall notify the Company make a demand of CBC in writing at any time after the Closing Date of the transactions contemplated by this Agreement that they intend it desires CBC to offer or cause to be offered for public resale register all or any portion of their his Registrable Securities, the Company will notify all of the Holders of Registrable Securities of its receipt of such notification and will as soon as practicable, but not later than 120 days after receipt from the Company of such notification, CBC shall use reasonable efforts to prepare and file a registration statement with the Commission under the Securities Act on Form S-3 (the "Resale Registration Statement"), or on such other form as may be available and for which ) under the Company is eligible, in the event it is not eligible to use Form S-3, Act covering the resale by such Holders Holder of their its Registrable Securities pursuant to Rule 415 under the Securities Act from time to time in transactions not involving any underwritten public offering and use its best reasonable efforts (i) to cause such Resale Registration Statement to be declared effective by the Commission for such Registrable Securities as soon as practicable thereafter and (ii) to keep the Resale Registration Statement continuously effective until the earliest of (x) the date on which such Holders Holder no longer hold holds any Registrable Securities registered under the Resale Registration Statement, Statement or (y) the second third anniversary of the Closing Dateissuance of the Registrable Securities, or (z) the date on which the Shares subject to one or more Registration Statements could such lesser time as may be sold pursuant to permitted under Rule 144(k)) under the Act (or any successor rule thereto) to enable Holder to sell the Registrable Securities without restriction under the Act. In the event the Company does not file the registration statement within 120 days after receipt of the notice referred to above, the Holder may demand in writing and without further compensation to the Company, that the Company issue additional shares to the Holder equal to ten (10) percent of the amount of shares purchased by the Holder. Such demand shall be made not later than the second anniversary of the Closing Date. The Company CBC shall not be required to cause a registration statement Registration Statement requested pursuant to this Section 4(b) 3.2 to become effective prior to 90 days following the effective date of a registration statement for a publicly underwritten offering of CBC Common Stock initiated by the Company CBC if any managing underwriter named in such registration statement for the publicly underwritten offering has advised the Company CBC in writing that the registration or sale of additional securities by Stockholders stockholders of the Company CBC within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; providedPROVIDED, howeverHOWEVER, that the Company CBC shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 4(b) 3.2 has been made prior to the expiration of such 90-day period. The Company CBC may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if the Company CBC has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company CBC determines reasonably and in good faith that such disclosure would have a material adverse effect on the CompanyCBC; providedPROVIDED, howeverHOWEVER, that the Company CBC shall (A) use reasonable efforts to disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and (B) may so postpone such filing only if all other persons who are named as selling securityholders under then effective registration statements filed by the Company CBC with the Commission and all directors of the Company CBC are advised of the fact that a material transaction or other matter is not being disclosed during the length of such postponement and of the consequences of such nondisclosure under the Securities Act and the Exchange Act. The disclosure to any Holder of any material transaction, or of the existence thereof, pursuant to the preceding sentence shall be held in confidence by Seller or Holder until CBC or a third party not under the control of Seller or Holder has made a public disclosure thereof.

Filing; Effectiveness. If on any one occasion(1) occasion after October 1, 1996, one or more Holders holding an aggregate of at least 9,000 Registrable Securities shall notify the Company DAKA in writing that they intend to offer or cause to be offered for public resale all or any portion of their Registrable Securities, the Company DAKA will notify all of the Holders of Registrable Securities of its receipt of such notification and will as soon as practicable, but not later than 120 upon the written request of any such Holder delivered to DAKA within 15 days after receipt from the Company DAKA of such notification, DAKA shall use reasonable efforts to prepare and file a registration statement with the Commission under the Securities Act on Form S-3 (the "Resale Registration Statement"), or on such other form as may be available and for which ) under the Company is eligible, in the event it is not eligible to use Form S-3, Securities Act covering the resale by such Holders of their Registrable Securities pursuant to Rule 415 under the Securities Act from time to time in transactions not involving any underwritten public offering and use its best reasonable efforts (i) to cause such Resale Registration Statement to be declared effective by the Commission for such Registrable Securities as soon as practicable thereafter and (ii) to keep the Resale Registration Statement continuously effective until the earliest of (x) the date on which such Holders no longer hold any Registrable Securities registered under the Resale Registration Statement, Statement or (y) the second anniversary of the Closing Date; provided, or however, that (zA) upon the date on which the Shares subject to request of one or more Holders holding an aggregate of at least 9,000 Registrable Securities received prior to October 1, 1996, DAKA will proceed promptly and in good faith to prepare the Resale Registration Statements could be sold Statement, even if DAKA is not required to file it with the Commission until October 1, 1996, so as to avoid a delay past October 1, 1996 in making such filing and (B) if DAKA prior to October 1, 1996 files any registration statement with the Commission under the Securities Act (other than on Form S-4 or a similar form relating to business combinations or exchanges or Form S-8 or a similar form relating to any employee benefit plan), then DAKA shall give the Holders notice thereof and the Holders may demand registration pursuant to Rule 144(k)this Section 8.02 immediately after such filing. In the event the Company does not file the registration statement within 120 days after receipt of the notice referred to above, the Holder may demand in writing and without further compensation to the Company, that the Company issue additional shares to the Holder equal to ten (10) percent of the amount of shares purchased by the Holder. Such demand shall be made not later than the second anniversary of the Closing Date. The Company DAKA shall not be required to cause a registration statement requested pursuant to this Section 4(b) 8.02 to become effective prior to 90 days following the effective date of a registration statement initiated by the Company DAKA if any managing underwriter named in such registration statement has advised the Company DAKA in writing that the registration or sale of additional securities by Stockholders stockholders of the Company DAKA within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; provided, however, that the Company DAKA shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 4(b) 8.02 has been made prior to the expiration of such 90-day period. The Company DAKA may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if the Company DAKA has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company DAKA determines reasonably and in good faith that such disclosure would have a material adverse effect on the CompanyDAKA; provided, however, that the Company DAKA shall (A) use reasonable efforts to disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and (B) may so postpone such filing only if all other persons who are named as selling securityholders under then effective registration statements filed by the Company DAKA with the Commission and all directors of the Company DAKA are advised of the fact that a material transaction or other matter is not being disclosed during the length of such postponement and of the consequences of such nondisclosure under the Securities Act and the Exchange Act.

Filing; Effectiveness. If on At any one occasion, one or more Holders holding Registrable Securities shall notify time after such time as the Company has completed a public offering of its securities under the Securities Act, subject to the conditions set forth in this Agreement, any Holder or Holders of an aggregate of not less than thirty-five percent (35%) of the then outstanding Warrants and Registrable Shares as a whole may request that the Company effect the registration of any or all of the Registrable Shares having an aggregate proposed offering price of not less than $500,000 in accordance with the terms hereof (such requests shall be in writing that they intend to offer or cause and shall state the number of Registrable Shares to be offered for public resale all disposed of and the intended method of disposition of such shares by such Holder or any portion Holders). Upon receipt of their Registrable Securitiessuch a request, the Company will notify shall promptly give notice to all Holders of the receipt of the request for registration pursuant to this Section 2(a), shall provide a reasonable opportunity for such Holders to participate in the registration and shall include therein the number of Registrable Securities Shares which such Holders elect, it being understood that the Holder or Holders who initially request registration and all Holders who subsequently elect to participate shall have the same right to have Registrable Shares included therein. The Company shall use its best efforts to effect such a registration as soon as practicable and in any event shall file within 60 days of its the receipt of such notification and will as soon as practicable, but not later than 120 days after receipt from a request (the Company of such notification, prepare and file "Target Filing Date") a registration statement with (the Commission "Demand Registration Statement") under the Securities Act on Form S-3 (the "Resale Registration Statement"), or on such other form as may be available and for which the Company is eligible, in the event it is not eligible to use Form S-3, covering the resale by such Holders of their Registrable Securities pursuant to Rule 415 under the Securities Act from time to time in transactions not involving any underwritten public offering Shares and use its best efforts to cause such Demand Registration Statement (i) to cause such Resale Registration Statement to be declared effective by the Commission for such Registrable Securities Shares as soon as practicable thereafter (the "Target Effective Date") and (ii) to keep the Resale Demand Registration Statement continuously effective until the earliest of (x) the date on which such Holders Holder no longer hold holds any Registrable Securities Shares registered under the Resale Demand Registration Statement, Statement or (y) the second anniversary of the Closing Date, or (z) twelve months following the date on upon which the Shares subject to one or more such Demand Registration Statements could be sold pursuant to Rule 144(k). In the event the Company does not file the registration statement within 120 days after receipt of the notice referred to aboveStatement first became effective (such period, the Holder may demand in writing and without further compensation to the Company, that the Company issue additional shares to the Holder equal to ten (10) percent of the amount of shares purchased by the Holder. Such demand shall be made not later than the second anniversary of the Closing Date"Target Effective Period"). The Company shall not be required to cause a registration statement requested file and effect more than two (2) Demand Registration Statements pursuant to this Section 4(b2(a). The Company further agrees, if necessary, to supplement or amend the Demand Registration Statement, as required by the registration form used by the Company for such Demand Registration Statement or by the instructions applicable to such registration form or by the Securities Act or as requested (which request shall result in the filing of a supplement or amendment) by any Holder of Registrable Shares to become effective which such Demand Registration Statement relates (but only to the extent that such request by such Holder relates to information with respect to such Holder), and the Company agrees to furnish to the Holders, Holders' Counsel and any managing underwriter copies of any such supplement or amendment prior to 90 days following its being used and/or filed with the Commission. The Holders shall be permitted to withdraw all or any part of the Registrable Shares from a Demand Registration Statement (i) at any time prior to the effective date of a registration statement initiated by such Demand Registration Statement and (ii) in the Company if any managing underwriter named in such registration statement has advised event that on or after the Company in writing that the registration or sale of additional securities by Stockholders of the Company within such 90-day period would have a material adverse effect on the likelihood of success effective date of such underwritten offering; provided, however, that Demand Registration Statement the Company shall use its best efforts Holders receive a Lock-up Request and one or more Holders elect to achieve such effectiveness promptly following such 90exercise their "piggy-day period if the request back" registration rights pursuant to this Section 4(b) has been made prior to the expiration of such 90-day period. The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if the Company has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company; provided, however, that the Company shall (A) use reasonable efforts to disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and (B) may so postpone such filing only if all other persons who are named as selling securityholders under then effective registration statements filed by the Company with the Commission and all directors of the Company are advised of the fact that a material transaction or other matter is not being disclosed during the length of such postponement and of the consequences of such nondisclosure under the Securities Act and the Exchange Act3 hereof.

Filing; Effectiveness. If on any one occasionNo later than October 15, one or more Holders holding Registrable Securities shall notify the Company in writing that they intend to offer or cause to be offered for public resale all or any portion of their Registrable Securities1996, the Company will notify all of the Holders of Registrable Securities of its receipt of such notification and will as soon as practicable, but not later than 120 days after receipt from the Company of such notification, prepare and shall file a registration statement with the Commission under the Securities Act on Form S-3 (the "Resale Registration Statement"), or on such other form as may be available and for which ) under the Company is eligible, in the event it is not eligible to use Form S-3, Securities Act covering the resale by such Holders of their Registrable Securities pursuant to Rule 415 under the Securities Act from time to time in transactions not involving any underwritten public offering and use its best efforts (i) to cause such Resale Registration Statement to be declared effective by the Commission for such Registrable Securities as soon as practicable thereafter and (ii) to keep the Resale Registration Statement continuously effective until the earliest of (x) the date on which such Holders no longer hold any Registrable Securities registered under the Resale Registration Statement, Statement or (y) the second anniversary of the Closing Date, or (z) . The Company may at its option include the date on which the Shares subject to one or more Registration Statements could be sold pursuant to Rule 144(k). In the event the Company does not file the registration statement within 120 days after receipt Registrable Securities of the notice referred to above, the Holder may demand Holders in writing and without further compensation to any Registration Statement filed by the Company, that the Company issue additional shares to the Holder equal to ten (10) percent of the amount of shares purchased by the Holder. Such demand shall be made not later than the second anniversary of the Closing Date. The Company shall not be required to cause request that a registration statement requested pursuant to this Section 4(b) to 9.02 become effective prior to 90 days following the effective date of a registration statement initiated by the Company if any managing underwriter named in such registration statement has advised the Company in writing that the registration or sale of additional securities by Stockholders stockholders of the Company within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; provided, however, that the Company shall use its best efforts to achieve such effectiveness promptly following such 90-90- day period if the request pursuant to this Section 4(b) 9.02 has been made prior to the expiration of such 90-day period. The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if the Company has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect Material Adverse Effect on the Company; provided, however, that the Company shall (A) use reasonable efforts to disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and (B) may so postpone such filing only if all other persons who are named as selling securityholders under then effective registration statements filed by the Company with the Commission and all directors of the Company are advised of the fact that a material transaction or other matter is not being disclosed during the length of such postponement and of the consequences of such nondisclosure under the Securities Act and the Exchange Act.

Filing; Effectiveness. If on any one occasionIf, one or more Holders holding Registrable Securities shall notify the Company in writing that they intend to offer or cause to be offered for public resale all or any portion of their Registrable Securities, the Company will notify all as of the Holders of Registrable Securities of its receipt of such notification and will as soon as practicableClosing Date, but not later than 120 days after receipt from the Company of such notification, prepare and file a shelf registration statement with the Commission under the Securities Act on Form S-3 (the "Resale Shelf Registration Statement"), or ) on such other the appropriate form as may for an offering to be available and for which the Company is eligible, in the event it is not eligible to use Form S-3, covering the resale by such Holders of their Registrable Securities made on a continuous basis pursuant to Rule 415 under the Securities Act from time to time (or such successor rule or similar provision then in transactions effect) covering all of the Registrable Securities (a "Shelf Registration") is not involving any underwritten public offering and effective or the effectiveness thereof has been suspended, then the Company shall use its best reasonable business efforts (i) to cause such Resale Shelf Registration Statement to be declared effective by the Commission for such Registrable Securities as soon as practicable thereafter and (ii) practicable. Once the Shelf Registration Statement is effective, the Company shall use its reasonable business efforts to keep the Resale such Shelf Registration Statement continuously effective until for a period (the earliest "Target Effective Period") ending with the earlier of (x) the sale of all Registrable Securities and (y) 36 months following the Closing Date or, if later, the date on which such Holders no longer hold any Registrable Securities registered under Shelf Registration Statement is declared effective. The Company further agrees, if necessary, to supplement or amend the Resale Shelf Registration Statement, as required by the registration form used by the Company for such Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or as reasonably requested (ywhich request shall result in the filing of a supplement or amendment) by any Holder of Registrable Securities to which such Shelf Registration Statement relates (but only to the second anniversary extent that such request by such Holder relates to information with respect to such Holder), and the Company agrees to furnish to each Holder, Holders' Counsel and any managing underwriter copies of any such supplement or amendment prior to its being used and/or filed with the Commission. The Holders shall be permitted to withdraw all or any part of the Closing Date, or Registrable Securities from a Shelf Registration Statement (zi) the date on which the Shares subject to one or more Registration Statements could be sold pursuant to Rule 144(k). In the event the Company does not file the registration statement within 120 days after receipt of the notice referred to above, the Holder may demand in writing and without further compensation to the Company, that the Company issue additional shares to the Holder equal to ten (10) percent of the amount of shares purchased by the Holder. Such demand shall be made not later than the second anniversary of the Closing Date. The Company shall not be required to cause a registration statement requested pursuant to this Section 4(b) to become effective at any time prior to 90 days following the effective date of a registration statement initiated by such Shelf Registration Statement and (ii) in the Company if any managing underwriter named in such registration statement has advised event that on or after the Company in writing that the registration or sale of additional securities by Stockholders of the Company within such 90-day period would have a material adverse effect on the likelihood of success effective date of such underwritten offering; provided, however, that Shelf Registration Statement the Company shall use its best efforts Holders receive a Lock-up Request and such one or more withdrawing Holders elect to achieve such effectiveness promptly following such 90exercise their rights to a Piggy-day period if the request Back Registration pursuant to this Section 4(b) has been made prior to the expiration of such 90-day period. The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if the Company has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company; provided, however, that the Company shall (A) use reasonable efforts to disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and (B) may so postpone such filing only if all other persons who are named as selling securityholders under then effective registration statements filed by the Company with the Commission and all directors of the Company are advised of the fact that a material transaction or other matter is not being disclosed during the length of such postponement and of the consequences of such nondisclosure under the Securities Act and the Exchange Act3 hereof.

Filing; Effectiveness. If on any one occasionThe Company shall prepare, one or more Holders holding Registrable Securities shall notify the Company in writing that they intend to offer or cause to be offered for public resale all or any portion of their Registrable Securitiesand, the Company will notify all of the Holders of Registrable Securities of its receipt of such notification and will as soon as practicable, practicable but not in no event later than 120 days after receipt from April 10, 2003 (the Company of such notification"Mandatory Filing Date"), prepare and file a registration statement with the Commission under the Securities Act on Form S-3 a shelf registration statement (the "Resale Shelf Registration Statement"), or ) on such other the appropriate form as may for an offering to be available and for which the Company is eligible, in the event it is not eligible to use Form S-3, covering the resale by such Holders of their Registrable Securities made on a continuous basis pursuant to Rule 415 under the Securities Act from time (or such successor rule or similar provision then in effect) covering all of the Registrable Securities for which information has timely been provided to time in transactions the Company pursuant to Section 9(b) (a "Shelf Registration"). If, as of the Target Effective Date, the Shelf Registration Statement is not involving any underwritten public offering and effective or the effectiveness thereof has been suspended, then the Company shall use its reasonable best efforts (i) to cause such Resale Shelf Registration Statement to be declared effective by the Commission for such Registrable Securities as soon as practicable thereafter and practicable, but in no event later than June 30, 2003 (ii) the "Mandatory Effective Date"). Once the Shelf Registration Statement is effective, the Company shall use its reasonable best efforts to keep the Resale such Shelf Registration Statement continuously effective until for a period (the earliest "Target Effective Period") ending on the earlier of (xi) the Termination Date and (ii) the date on which such Holders no longer hold any Registrable Securities registered under are outstanding. The Holders shall be permitted to withdraw all or any part of the Resale Registrable Securities from a Shelf Registration Statement no later than 10 Business Days prior to the expected initial effective date of such Shelf Registration Statement. The Company may include or permit any other party to include any securities other than Registrable Securities in the Shelf Registration. The Shelf Registration Statement shall contain a plan of distribution for a distribution of Registrable Securities in the form attached as Exhibit A, (y) the second anniversary as such may be modified in order to respond to any comments in respect thereof of the Closing Date, or (z) the date on which the Shares subject to one or more Registration Statements could be sold pursuant to Rule 144(k). In the event the Company does not file the registration statement within 120 days after receipt staff of the notice referred to above, the Holder may demand in writing and without further compensation to the Company, that the Company issue additional shares to the Holder equal to ten (10) percent of the amount of shares purchased by the Holder. Such demand shall be made not later than the second anniversary of the Closing DateCommission. The Company shall not be required undertake to cause a registration statement requested pursuant to this Section 4(b) to become effective prior to 90 days following register the effective date of a registration statement initiated Registrable Securities on Form S-3 as soon as such form is available for use by the Company if any managing underwriter named to register the Registrable Securities for sale in the manner specified in such registration statement has advised plan of distribution (including by filing a post-effective amendment on Form S-3 to the then existing Shelf Registration Statement), and, to the extent the Company in writing that seeks to register the registration or sale of additional securities Registrable Securities on Form S-3 by Stockholders of the Company within such 90-day period would have filing a material adverse effect on the likelihood of success of such underwritten offering; providednew Shelf Registration Statement, however, that the Company shall use its best efforts to achieve maintain the effectiveness of the Shelf Registration Statement then in effect until such effectiveness promptly following time as such 90-day period if the request pursuant to this Section 4(b) Shelf Registration Statement on Form S-3 has been made prior to the expiration of such 90-day period. The Company may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if the Company has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company; provided, however, that the Company shall (A) use reasonable efforts to disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and (B) may so postpone such filing only if all other persons who are named as selling securityholders under then declared effective registration statements filed by the Company with the Commission and all directors of the Company are advised of the fact that a material transaction or other matter is not being disclosed during the length of such postponement and of the consequences of such nondisclosure under the Securities Act and the Exchange ActCommission.

Filing; Effectiveness. If on any one occasion(i) If, one or more Holders holding Registrable Securities shall notify the Company in writing that they intend to offer or cause to be offered for public resale all or any portion of their Registrable Securities, the Company will notify all as of the Holders of Registrable Securities of its receipt of such notification and will as soon as practicableClosing Date, but not later than 120 days after receipt from the Company of such notification, prepare and file a shelf registration statement with the Commission under the Securities Act on Form S-3 (the "Resale Shelf Registration Statement"), or ) on such other the appropriate form as may for an offering to be available and for which the Company is eligible, in the event it is not eligible to use Form S-3, covering the resale by such Holders of their Registrable Securities made on a continuous basis pursuant to Rule 415 under the Securities Act from time (or such successor rule or similar provision then in effect) covering all of the Registrable Securities (a "Shelf Registration") is not effective or the effectiveness thereof has been suspended, or (ii) if the Closing Date has not occurred by June 30, 1995 and the Holder requests the Company to time in transactions not involving any underwritten public offering and do so then the Company shall use its best reasonable business efforts (i) to cause such Resale Shelf Registration Statement to be declared effective by the Commission for such Registrable Securities as soon as practicable thereafter and (ii) practicable. Once the Shelf Registration Statement is effective, the Company shall use its reasonable business efforts to keep the Resale such Shelf Registration Statement continuously effective until for a period (the earliest "Target Effective Period") ending with the earlier of (x) the sale of all Registrable Securities and (y) 24 months following the Closing Date or, if later, the date on which such Holders no longer hold any Registrable Securities registered under Shelf Registration Statement is declared effective. The Company further agrees, if necessary, to supplement or amend the Resale Shelf Registration Statement, as required by the registration form used by the Company for such Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or as reasonably requested (ywhich request shall result in the filing of a supplement or amendment) by a Holder of Registrable Securities to which such Shelf Registration Statement relates (but only to the second anniversary extent that such request by such Holder relates to information with respect to such Holder), and the Company agrees to furnish the Holder, Holders' counsel and any managing underwriter copies of any such supplement or amendment prior to its being used and/or filed with the Commission. The Holder shall be permitted to withdraw all or any part of the Closing Date, or Registrable Securities from a Shelf Registration Statement (zi) the date on which the Shares subject to one or more Registration Statements could be sold pursuant to Rule 144(k). In the event the Company does not file the registration statement within 120 days after receipt of the notice referred to above, the Holder may demand in writing and without further compensation to the Company, that the Company issue additional shares to the Holder equal to ten (10) percent of the amount of shares purchased by the Holder. Such demand shall be made not later than the second anniversary of the Closing Date. The Company shall not be required to cause a registration statement requested pursuant to this Section 4(b) to become effective at any time prior to 90 days following the effective date of such Shelf Registration Statement and (ii) in the event that on or after the effective date of such Shelf Registration Statement the Holder receives a Lock-up Request and such withdrawing Holder elects to exercise its rights to a Piggy-Back Registration pursuant to Section 3 hereof. The Company further agrees that if during the Target Effective Period, the Holder has not sold all Registrable Securities, then upon demand made by the Holder at any time within three years after the expiration of the Target Effective Period, the Company shall promptly file a registration statement initiated on the appropriate form for an offering to be made by the Company if any managing underwriter named in Holder of all of the Registrable Securities then held by Holder (the "Demand Registration") and shall use reasonable business efforts to have such registration statement has advised the Company in writing that the registration or sale of additional securities by Stockholders of the Company within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; declared effective provided, however, that that: (i) the Company Demand Registration need not be a Shelf Registration; (ii) the Holder shall use its best efforts be entitled to achieve only one Demand Registration during said three year period; and (iii) the Holder's right to such effectiveness promptly following such 90-day period if Demand Registration shall terminate upon the request pursuant first to this Section 4(boccur of (y) has been made prior to the expiration of such 90-day period. The Company may postpone the filing of any Registration Statement required hereunder for a reasonable three year period of time, not to exceed 60 days, if the Company has been advised by outside legal counsel that (z) sale of such filing would require the disclosure of a material transaction or other matter and the Company determines reasonably and in good faith that such disclosure would have a material adverse effect on the Company; provided, however, that the Company shall (A) use reasonable efforts to disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and (B) may so postpone such filing only if all other persons who are named as selling securityholders under then effective registration statements filed Registrable Securities by the Company with the Commission and all directors of the Company are advised of the fact that a material transaction or other matter is not being disclosed during the length of such postponement and of the consequences of such nondisclosure under the Securities Act and the Exchange ActHolder.

Filing; Effectiveness. If on any one occasion, one or more Holders holding Registrable Securities Holder shall notify the Company make a demand of CBC in writing at any time after the Closing Date of the transactions contemplated by this Agreement that they intend it desires CBC to offer or cause to be offered for public resale register all or any portion of their his Registrable Securities, the Company will notify all of the Holders of Registrable Securities of its receipt of such notification and will as soon as practicable, but not later than 120 days after receipt from the Company of such notification, CBC shall use reasonable efforts to prepare and file a one registration statement with the Commission under the Securities Act on Form S-3 (the "Resale Registration Statement"), or on such other form as may be available and for which ) under the Company is eligible, in the event it is not eligible to use Form S-3, Act covering the resale by such Holders Holder of their its Registrable Securities pursuant to Rule 415 under the Securities Act from time to time in transactions not involving any underwritten public offering and use its best reasonable efforts (i) to cause such Resale Registration Statement to be declared effective by the Commission for such Registrable Securities as soon as practicable thereafter and (ii) to keep the Resale Registration Statement continuously effective until the earliest of (x) the date on which such Holders Holder no longer hold holds any Registrable Securities registered under the Resale Registration Statement, Statement or (y) the second third anniversary of the Closing Date, or (z) the date on which the Shares subject to one or more Registration Statements could such lesser time as may be sold pursuant to permitted under Rule 144(k)) under the Act (or any successor rule thereto) to enable Holder to sell the Registrable Securities without restriction under the Act. In the event the Company does not file the registration statement within 120 days after receipt of the notice referred to above, the Holder may demand in writing and without further compensation to the Company, that the Company issue additional shares to the Holder equal to ten (10) percent of the amount of shares purchased by the Holder. Such demand shall be made not later than the second anniversary of the Closing Date. The Company CBC shall not be required to cause a registration statement Registration Statement requested pursuant to this Section 4(b) 3.2 to become effective prior to 90 days following the effective date of a registration statement for a publicly underwritten offering of CBC Common Stock initiated by the Company CBC if any managing underwriter named in such registration statement for the publicly underwritten offering has advised the Company CBC in writing that the registration or sale of additional securities by Stockholders stockholders of the Company CBC within such 90-day period would have a material adverse effect on the likelihood of success of such underwritten offering; providedPROVIDED, howeverHOWEVER, that the Company CBC shall use its best efforts to achieve such effectiveness promptly following such 90-day period if the request pursuant to this Section 4(b) 3.2 has been made prior to the expiration of such 90-day period. The Company CBC may postpone the filing of any Registration Statement required hereunder for a reasonable period of time, not to exceed 60 days, if the Company CBC has been advised by outside legal counsel that such filing would require the disclosure of a material transaction or other matter and the Company CBC determines reasonably and in good faith that such disclosure would have a material adverse effect on the CompanyCBC; providedPROVIDED, howeverHOWEVER, that the Company CBC shall (A) use reasonable efforts to disclose such material transaction or other matter as soon as in its good faith judgment it is prudent to do so and (B) may so postpone such filing only if all other persons who are named as selling securityholders under then effective registration statements filed by the Company CBC with the Commission and all directors of the Company CBC are advised of the fact that a material transaction or other matter is not being disclosed during the length of such postponement and of the consequences of such nondisclosure under the Securities Act and the Exchange Act. The disclosure to any Holder of any material transaction, or of the existence thereof, pursuant to the preceding sentence shall be held in confidence by Seller or Holder until CBC or a third party not under the control of Seller or Holder has made a public disclosure thereof.