Common use of Initial Demand Registration Clause in Contracts

Initial Demand Registration. In the event that the Company or --------------------------- its successor is not eligible to use Securities Act Form S-3 (or comparable successor form) on or before April 30, 1998 (because AOP or its successor is not then subject to the reporting requirements of the Exchange Act or for any other reason), then Investors holding not less than a majority of the aggregate Registrable Securities outstanding may make a written request (the "Initial Demand Notice") for registration under the Securities Act (the "Initial Demand Registration") of the Registrable Securities then held by the Investors. The Initial Demand Notice shall be sent to the Company and all of the Investors in accordance with Section 9(e) hereof. The Initial Demand Notice will specify the ------------ number of shares of Registrable Securities proposed to be sold, provided that the aggregate amount of Shares to be registered pursuant to the Initial Demand Registration shall not be less than a majority of the Registrable Securities then held by the Investors. Following receipt of the Initial Demand Notice from the Investors, the Company promptly will file and use all commercially reasonable efforts to cause to be effective a registration statement on any available form (including, if no other form is available, Form S-11) which will cover the resale of the Registrable Securities that the Company has been so requested to register by the Investors. Notwithstanding the foregoing, the Company shall file and cause to be effective a Shelf Registration on Securities Act Form S-3 (or comparable successor form) pursuant to Section 2(a) above as ------------ soon as practicable after it becomes eligible to use such form. The Company shall not be required to effect more than one Initial Demand Registration under this Section 2(b). A registration requested pursuant ------------ to this Section 2(b) will not be deemed to have been effected (and it shall not ------------ count as the Initial Demand Registration) unless the Registration Statement relating thereto has become effective under the Securities Act; provided, -------- however, that if, after such Registration Statement has become effective, the ------- offering of the Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court, such registration will be deemed not to have been effected (and it shall not count as the Initial Demand Registration); provided further that, if such Registration -------- ------- Statement does not become effective primarily due to an act or failure to act on the part of the Investors or a decision by the Investors to revoke the Initial Demand Notice as contemplated below, then the registration will be deemed to have been effected (and shall count as the Initial Demand Registration). Investors holding in excess of 50% of the Registrable Securities covered by the Initial Demand Registration may at any time prior to the effective date of the Registration Statement relating to such registration revoke the Initial Demand Notice by providing a written notice to the Company (in which case such Initial Demand Registration shall count as the Initial Demand Registration). If Investors holding in the aggregate in excess of 50% of the Registrable Securities covered by the Demand Registration so elect, the offering of Registrable Securities pursuant to such registration shall be in the form of an Underwritten Offering. If the managing underwriter or underwriters of such offering advise the Company and the Investors in writing that in their opinion the number of shares of Registrable Securities requested to be included in such offering is sufficiently large to materially and adversely affect the success of such offering, the Company will include in such registration the aggregate number of Registrable Securities which in the opinion of such managing underwriter or underwriters can be sold without any such material adverse effect. If more than 10% of the Registrable Securities requested to be included in such offering are excluded, such registration shall not count as the one Initial Demand Registration. If any Registrable Securities are excluded, the number of Registrable Securities of the Investors to be included in such Registration shall be reduced pro rata (according to the total number of Registrable Securities or shares, as the case may be, requested to be registered by each such holder and all other holders of registration rights who have indicated the desire to participate in such registration), to the extent necessary to reduce the total amount necessary to be included in the Offering to the amount recommended by such managing underwriter or underwriters. No registration pursuant to a request or requests referred to in this Section 2(b) shall be deemed to be a Subsequent Demand Registration (as defined ------------ below).

Initial Demand Registration. In If a Qualified IPO has not occurred on or prior to the event sixth anniversary of the Closing Date, the Investors shall at any time thereafter have the right to request that the Company or --------------------------- take all such action as may be required under Applicable Law to allow (x) the listing of its successor is not eligible to use Equity Securities Act Form S-3 (or comparable successor form) on or before April 30, 1998 (because AOP or its successor is not then subject to the reporting requirements of the Exchange Act or for any other reason), then Investors holding not less than a majority of same class as the aggregate Registrable Securities outstanding may make on the BMFBovespa or the NYSE, as determined by the Company after consultation with the Investors, and (y) the registration and sale in a written request Public Offering of (the "Initial Demand Notice"i) for registration under the Securities Act (the "Initial Demand Registration") up to 66% of the Registrable Securities then held by the InvestorsInvestors plus (ii) newly issued Equity Securities of the same class as the Registrable Securities (“Primary Shares”) representing up to 5% of the outstanding Equity Securities of the Company immediately preceding such offering (an “Initial Registration”). The Investors shall consider prevailing market conditions and their effect on the Company in determining whether and when to exercise their rights to request an Initial Demand Notice Registration. The Investors shall be sent exercise their rights to request an Initial Registration by delivering to the Company and all of a written notice (an “Initial Registration Request”) specifying the Investors in accordance with Section 9(e) hereof. The Initial Demand Notice will specify the ------------ approximate number of shares of Registrable Securities proposed and Primary Shares requested to be soldoffered, provided and the proposed method or methods of offering and disposition of such Registrable Securities and Primary Shares. The Investors may withdraw an Initial Registration Request without prejudice to its right to make a new Initial Registration Request in the future, (i) with the consent of the Company, (ii) upon a material adverse change in the condition, business or prospects of the Company different from that the aggregate amount of Shares to be registered pursuant known to the Investors at the time of the Initial Demand Registration shall not be less than a majority Request, (iii) upon receipt of advice from the manager or underwriter of any underwritten offering that, in its opinion, the Registrable Securities then held by to be included in the Investors. Following receipt of the Initial Demand Notice from offering cannot be sold in such offering within a price range acceptable to the Investors, the Company promptly will file and use all commercially reasonable efforts to cause to be effective a registration statement on any available form (including, iv) if no other form is available, Form S-11) which will cover the resale of the Registrable Securities that the Company has been so requested to register by the Investors. Notwithstanding the foregoing, the Company shall file and cause to be effective a Shelf Registration on Securities Act Form S-3 (or comparable successor form) pursuant to Section 2(a) above as ------------ soon as practicable after it becomes eligible to use such form. The Company shall not be required to effect more than one Initial Demand Registration under this Section 2(b). A registration requested pursuant ------------ to this Section 2(b) will not be deemed to have been effected (and it shall not ------------ count as the Initial Demand Registration) unless the Registration Statement relating thereto has become to any such required registration is not declared effective under within 180 days of the Securities Act; provideddate such registration statement is first filed, -------- however, that (v) if, within 180 days after the registration relating to any such Registration Statement required registration has become effective, the ------- offering of the Registrable Securities pursuant to such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other applicable governmental agency or courtcourt for any reason (except for stop orders, such registration will be deemed not injunctions and other orders resulting primarily from actions of the Investors) and the Company fails to have been effected such stop order, injunction or other order or requirement removed, withdrawn or resolved to the Investors’ reasonable satisfaction within 90 days, or (and it shall vi) if the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to any such requested registration are not count satisfied (other than as the Initial Demand Registration); provided further that, if such Registration -------- ------- Statement does not become effective primarily due to an act a result of a default or failure to act on the part of the Investors or a decision breach thereunder by the Investors to revoke the Initial Demand Notice as contemplated below, then the registration will be deemed to have been effected (and shall count as the Initial Demand RegistrationInvestors). Investors holding in excess of 50% of the Registrable Securities covered by the Initial Demand Registration may at any time prior The Company will not be required to the effective date of the Registration Statement relating to such effect a registration revoke the Initial Demand Notice by providing a written notice to the Company (in which case such Initial Demand Registration shall count as the Initial Demand Registration). If Investors holding in the aggregate in excess of 50% of the Registrable Securities covered by the Demand Registration so elect, the offering of Registrable Securities pursuant to such registration shall be in the form of an Underwritten Offering. If the managing underwriter or underwriters of such offering advise the Company and the Investors in writing that in their opinion this Section 2.1 unless the number of shares of Registrable Securities requested to be included in such offering the Initial Registration Request is sufficiently large reasonably expect to materially and adversely affect the success of such offering, the Company will include result in such registration the aggregate number of Registrable Securities which in the opinion of such managing underwriter or underwriters can be sold without any such material adverse effect. If more than 10% of the Registrable Securities requested gross proceeds to be included in such offering are excluded, such registration shall not count as the one Initial Demand Registration. If any Registrable Securities are excluded, the number of Registrable Securities of the Investors to be included in such Registration shall be reduced pro rata (according to the total number of Registrable Securities or shares, as the case may be, requested to be registered by each such holder and all other holders of registration rights who have indicated the desire to participate in such registration), to the extent necessary to reduce the total amount necessary to be included in the Offering to the amount recommended by such managing underwriter or underwriters. No registration pursuant to a request or requests referred to in this Section 2(b) shall be deemed to be a Subsequent Demand Registration (as defined ------------ below)at least US$100 million.