Common use of Long-Form Registrations Clause in Contracts

Long-Form Registrations. The Boise Majority Holders shall be entitled to request five (5) Long-Form Registrations and the Aldabra Majority Holders shall be entitled to request two (2) Long-Form Registrations; provided that the aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration must equal at least $25,000,000. All Long-Form Registrations shall be underwritten registrations if requested by the holders of a majority of the Registrable Securities initially requesting such registration. The Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration, whether or not it becomes effective. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective and no registration shall count as one of the permitted Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration within the price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted Long-Form Registrations). In no event shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registration.

Long-Form Registrations. The Boise Each of the New Astoria Majority Holders and the holders of 25% of the EBG Investor Registrable Securities shall be entitled to request five three (5) Long-Form Registrations and the Aldabra Majority Holders shall be entitled to request two (23) Long-Form Registrations; provided that the aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration must equal at least $25,000,000. All 300,000,000 if the registration is the IPO and at least $150,000,000 in all other Long-Form Registrations Registrations; provided further that the request of holders of a majority of the EBG Investor Registrable Securities shall be required to request an IPO. Other than in the case of the IPO, which shall be an underwritten registrations if requested by registration, the holders of a majority of the Registrable Securities initially requesting initiating a Long-Form Registration shall determine if such registration will be an underwritten registration. The Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration, whether or not it becomes effective. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective and no registration shall count as one of if (i) the permitted Long-Form Registrations unless the holders requesting holder of Registrable Securities are able determines in good faith to register withdraw (prior to the effective date of the registration statement relating to such request) the proposed registration due to marketing or regulatory reasons, (ii) the registration statement relating to such request is not declared effective within 180 days after the date such registration statement is first filed with the Securities and sell Exchange Commission (other than solely by reason of the requesting holder having refused to proceed) and such requesting holder withdraws its Registration Request prior to such registration statement being declared effective, (iii) prior to the sale of at least 90% of the Registrable Securities requested to be included in the applicable registration relating to such request, such registration within is adversely affected by any stop order, injunction or other order or requirement of the price range acceptable Securities and Exchange Commission or other governmental agency or court for any reason and the Company fails to have such stop order, injunction or other order or requirement removed, withdrawn or resolved to the holders requesting holder’s reasonable satisfaction within 30 days after the date of such order, or (iv) the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to such request are not satisfied (other than as a result of a majority material default or breach thereunder by any of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted Long-Form Registrationsholders). In no event shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registration.

Long-Form Registrations. The Boise Majority Holders shall holders of a majority of the Xxxx Registrable Securities will be entitled to request five three (53) Long-Form Registrations and in which the Aldabra Majority Holders shall be entitled to request two (2) Long-Form Registrations; provided that the aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Company will pay all Registration must equal at least $25,000,000. All Long-Form Registrations shall be underwritten registrations if requested by Expenses, the holders of a majority of the Existing Stockholder Registrable Securities initially requesting such registration. The will be entitled to request one (1) Long-Form Registration or Short-Form Registration in which the Company shall will pay all Registration Expenses in connection with any registration initiated as Expenses, and the holders of a majority of the Management Registrable Securities will be entitled to request one (1) Long-Form Registration, whether Registration or not it becomes effectiveShort-Form Registration in which the Company will pay all Registration Expenses. A registration shall will not count as one of the permitted Long-Form Registrations until it has become effective effective, and no registration shall the last Long-Form Registration (or Short-Form Registration) will not count as one of the permitted Long-Form Registrations (or Short- Form Registrations) permitted to be requested by the holders of Xxxx Registrable Securities, Existing Stockholder Registrable Securities or Management Registrable Securities (as the case may be) unless the holders of Registrable Securities are initially requesting such registration have been able to register and sell at least 90% of the Registrable Securities initially requested to be included registered by such holders; provided that in such any event the Company will pay all Registration Expenses in connection with any registration within the price range acceptable to the holders of initiated as a majority of the Registrable Securities initially requesting registration (with Long- Form Registration whether or not it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a has become effective. All Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted Long-Form Registrations). In no event shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registrationRegistrations may be underwritten regis trations.

Long-Form Registrations. The Boise Majority Holders shall be entitled to request five (5) Long-Form Registrations and holders of a majority of the Aldabra Majority Holders Investor Registrable Securities shall be entitled to request two (2) Long-Form Registrations in which the Company shall pay all Registration Expenses (“Company-paid Long-Form Registrations”); provided that the aggregate offering value of the Investor Registrable Securities requested to be registered in any Long-Form Registration must equal is at least $25,000,000. All Long-Form Registrations shall be underwritten registrations if requested by the holders of a majority of the Registrable Securities initially requesting such registration. The Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration, whether or not it becomes effective10 million. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective effective, and no registration neither the last nor any subsequent Company-paid Long-Form Registration shall count as one of the permitted Long-Form Registrations unless the holders of Investor Registrable Securities are able to register and sell at least 90% of the Investor Registrable Securities requested to be included in such registration; provided, further, that in any event the Company shall pay all Registration Expenses in connection with any registration within initiated as a Company-paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the price range acceptable permitted Company-paid Long-Form Registrations unless it does not become effective because the Investors elect not to proceed, in which event the Investors who had elected to participate in such registration shall bear such expenses. The Company shall use commercially reasonable efforts to ensure that all Long-Form Registrations will be underwritten registrations unless otherwise requested or approved by the holders of a majority of the Investor Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a such registration. Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration Registrations shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted Longbe Short-Form Registrations). In no event shall Registrations whenever the Company is permitted to use any holder applicable short form with the same effect and if the managing underwriters (if any) agree to use of Registrable Securities have liability to another for determining to withdraw its request for registrationa Short-Form Registration.

Long-Form Registrations. The Boise Majority Holders A registration shall not be entitled deemed to request five (5) Long-Form Registrations have been effected for purposes of Section 1 and shall not count as the Aldabra Majority Holders shall be entitled to request two (2) Long-Form Registrations; provided that the aggregate offering value one of the Registrable Securities requested to be registered in any Demand Registrations permitted as a Long-Form Registration must equal at least $25,000,000. All Long-Form Registrations shall be underwritten registrations if requested by the holders applicable registration statement has not been declared effective and kept effective until the earlier of a majority (i) six months following the date on which such registration statement was declared effective and (ii) the sale pursuant to such registration statement of the all Registrable Securities initially requesting such registration. The covered thereby; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration, Demand Registration whether or not it becomes effective. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective and no registration shall count as one of the permitted Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in whether or not such registration within the price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count has counted as one of the permitted Long-Form Registrations). All Demand Registrations that are Long-Form Registrations shall be underwritten registrations unless otherwise requested by the holders of at least a majority of the Registrable Securities included in the applicable Long-Form Registration. In no the event the Mandatory Registration must be effected as a Long-Form Registration, such registration shall any holder of nonetheless be filed a Shelf Registration and the Company shall use its commercially reasonable efforts to keep such registration current and effective, including by filing periodic post-effective amendments to update the financial statements contained in such registration statement in accordance with Regulation S-X promulgated under the Securities Act until the date on which all Registrable Securities included in the registration statement shall have liability to another for determining to withdraw its request for registrationbeen sold.

Long-Form Registrations. The Boise Majority Initiating Holders shall be entitled to request five (5i) three (3) Long-Form Registrations and in which the Aldabra Majority Holders Company shall be entitled to request two pay all Registration Expenses (2) “Company-paid Long-Form Registrations; provided that ”) and (ii) an unlimited number of Long-Form Registrations in which the aggregate offering value holders of Investor Registrable Securities included in such registration shall pay their pro rata share of the Registration Expenses as set forth in Section 5 below. A registration shall not count as one of the permitted Company-paid Long-Form Registrations until it has become effective and the holders requesting registration are able to register and sell at least ninety percent (90%) of the Registrable Securities requested to be registered included in such registration; provided that in any Long-Form Registration must equal at least $25,000,000. All Long-Form Registrations shall be underwritten registrations if requested by event the holders of a majority of the Registrable Securities initially requesting such registration. The Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Registration, Registration whether or not it becomes effective. A has become effective and whether or not such registration shall not count has counted as one of the permitted Company-paid Long-Form Registrations until it has become effective Registrations. Notwithstanding the foregoing and no subject to Section 1(f) below, if any registration initiated by the Initiating Holders as a Company-paid Long-Form Registration is voluntarily withdrawn by such Initiating Holders, such holders may (a) pay all Registration Expenses in connection with such registration in which case such registration shall not be treated as a Company-paid Long-Form Registration or (b) cause the Company to pay such expenses provided that such registration shall count as one of the permitted LongCompany-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration within the price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted paid Long-Form Registrations). In no event shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registration.

Long-Form Registrations. The Boise Majority Holders holders of a majority of the Investor Registrable Securities then outstanding shall be entitled to request five (5) Long-Form Registrations and the Aldabra Majority Holders shall be entitled to request two (2) Long-Form Registrations; provided that the aggregate offering value of the Investor Registrable Securities requested to be registered in any Long-Form Registration must equal be at least $25,000,000. All The Company shall pay all Registration Expenses with respect to Long-Form Registrations. A registration shall not count against the total number of Long-Form Registrations shall be underwritten registrations if requested by provided for in this Section 1B until it has become effective and, in the case of the final Long-Form Registration provided for in this Section 1B, unless the holders of a majority Investor Registrable Securities are able to register and sell at least eighty percent (80%) of the Investor Registrable Securities initially requesting requested to be included in such registration. The ; provided that the Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration, Registration whether or not it becomes effective. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective and no whether or not such registration shall count as one counts against the total number of the permitted Long-Form Registrations provided for in this Section 1B; provided, however, that the Company shall not be required to pay for any Registration Expenses of any Long-Form Registrations if (i) the registration request is subsequently withdrawn at the request of the holders of a majority of the Investor Registrable Securities to be registered for reasons other than an adverse change in financial market conditions affecting the offering or any information relating to the Company or its Subsidiaries or (ii) the minimum offering conditions set forth in this Section 1B are no longer satisfied because of the number of holders of Registrable Securities who have withdrawn from the offering, in each case unless the holders of a majority of the Investor Registrable Securities are able to register and sell at least 90% agree that such withdrawn registration request nonetheless counts against the total number of Long-Form Registrations provided for in this Section 1B; provided further, that, if the holders of a majority of the Investor Registrable Securities do not agree that such withdrawn registration request nonetheless counts against the total number of Long-Form Registrations provided for in this Section 1B, then all holders that have requested to have Registrable Securities included in such registration will pay all Registration Expenses incurred in connection therewith, pro rata based on the number of Registrable Securities requested by such holders to be included in such registration within the price range acceptable to registration. All Long-Form Registrations shall be underwritten registrations unless otherwise approved by the holders of a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted Long-Form Registrations). In no event shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registration.

Long-Form Registrations. The Boise Majority Holders shall be entitled to request five (5) Long-Form Registrations and the Aldabra Majority Holders holders of Perry Registrable Securities shall be entitled to request two Long-Form Registrations in which the Company shall pay all Registration Expenses (2) "Company-paid Long-Form Registrations") and the holders of Other Investors Registrable Securities shall be entitled to request one Company-paid Long-Form Registration; provided provided, in each case, that the aggregate offering value of the Registrable Securities requested to be registered in any Company-Paid Long-Form Registration must equal at least $25,000,00075 million. All The holders of Registrable Securities shall be further entitled to unlimited Long-Form Registrations shall be underwritten registrations if requested by in which the holders of Registrable Securities participating in such registration shall pay their share of the Registration Expenses as set forth in Section 5 hereof. A registration shall not count as one of the permitted Company-paid Long-Form Registrations until it has become effective (unless such Long-Form Registration has not become effective due solely to the fault of the holders requesting such registration), and neither the last or any subsequent Company-paid Long-Form Registration shall count as one of the permitted Company-paid Long-Form Registrations unless the holders of Registrable Securities requesting a majority Company-paid Long-Form Registration are able to register and sell at least 25% of the Registrable Securities initially requesting requested by such holders to be included in such registration. The ; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Registration, Registration whether or not it becomes effective. A has become effective and whether or not such registration shall not count has counted as one of the permitted Company-paid Long-Form Registrations. All Long-Form Registrations until it has become effective and no registration shall count as one of the permitted Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration within the price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted Long-Form Registrations). In no event shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registrationunderwritten registrations.

Long-Form Registrations. The Boise Majority Holders shall be entitled to request five (5) Long-Form Registrations and At any time after the Aldabra Majority Holders shall be entitled to request two (2) Long-Form Registrations; provided that date upon which the aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration must equal at least $25,000,000. All Long-Form Registrations shall be underwritten registrations if requested by Company has completed a Qualified Public Offering, the holders of a majority of the CHS Registrable Securities initially requesting such registration. The may request up to three Long-Form Registrations (a "CHS Long-Form Registration") in which the Company shall will pay all Registration Expenses (as defined below in connection with Section 5) and any registration initiated such CHS Long-Form Registration shall count as a Long-Form Registration. At any time after the first anniversary of the date upon which the Company has completed a Qualified Public Offering, whether or not it becomes effectivethe holders of a majority of the Teachers Registrable Securities may request up to two Long-Form Registrations (a "Teachers Long-Form Registration") in which the Company will pay all Registration Expenses and any such Teachers Long-Form Registration shall count as a Long-Form Registration. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective and no registration shall count as one of the permitted Long-Form Registrations unless the holders of Investor Registrable Securities are able to register and sell at least 90% of the Investor Registrable Securities requested to be included in such registration; provided, that in any event the Company shall pay all Registration Expenses in connection with any registration within the price range acceptable to the holders of initiated as a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a permitted Long-Form Registration at any time prior to the effectiveness thereof, in which case whether or not it has become effective and whether or not such registration shall not proceed with respect to any holder and such registration shall not thereafter count has counted as one of the permitted Long-Form Registrations). In no event All Long-Form Registrations shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registrationbe underwritten registrations.

Long-Form Registrations. The Boise Majority Holders holders of a majority of the Summit Registrable Securities shall be entitled to request five (5) demand two Long-Form Registrations and the Aldabra Majority Holders holders of a majority of the Continuing Investor Registrable Securities shall be entitled to request two (2) demand three Long-Form Registrations; provided that the aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration must equal at least $25,000,000. All Long-Form Registrations 10,000,000; provided further that any Demand Registration with respect to the Initial Public Offering shall be underwritten registrations if requested by require the approval of the holders of a majority of the Registrable Securities initially requesting such registrationSecurities. The Company shall pay all Registration Expenses in connection with any registration initiated as a respect to Long-Form Registration, whether or not it becomes effectiveRegistrations. A registration shall not count as one against the total number of the permitted Long-Form Registrations provided for in this Section 2.01(b) until it has become effective and no registration shall count as one of the permitted Long-Form Registrations unless the holders of Registrable Securities requesting such registration are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration within initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted against the price range acceptable total number of permitted Long-Form Registrations provided for in this Section 2.01(b); provided further that no Demand Registration shall be deemed to be a Long-Form Registration whenever the Company is permitted to use any applicable short form. All Long-Form Registrations shall be underwritten registrations unless otherwise approved by the holders of a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted Long-Form Registrations). In no event shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registration.

Long-Form Registrations. The Boise Majority Holders Subject to paragraph 2(d) of this Agreement, the holders of a majority of the MDCP Registrable Securities shall be entitled to request five (5) four Long-Form Registrations and Registrations, the Aldabra Majority Holders holders of a majority of the Mxxxxxxx Registrable Securities shall be entitled to request two (2) Long-Form Registrations, the holders of a majority of the Quadrangle Registrable Securities shall be entitled to request one Long-Form Registration and the holders of a majority of the Syufy Registrable Securities shall be entitled to request one Long-Form Registration. The Company shall pay all Registration Expenses in connection with such Long-Form Registrations as provided in this Agreement; provided that the aggregate offering value of the Registrable Securities requested to be registered in connection with a Long-Form Registration which is the IPO must equal at least $100,000,000, and the aggregate offering value of the Registrable Securities requested to be registered in any other Long-Form Registration must equal at least $25,000,000. All Long-Form Registrations shall be underwritten registrations if requested by the holders of a majority of the Registrable Securities initially requesting such registration. The Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration, whether or not it becomes effective50,000,000. A registration shall not count as one of the permitted Long-Form Registrations with respect to a holder until it has become effective and no registration shall count as one maintained continuously effective for a period of at least three months or such shorter period when all Registrable Securities included therein have been sold in accordance therewith (unless such Long-Form Registration has not become effective due to the fault of the permitted holders requesting such registration). All Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration within the price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted Long-Form Registrations). In no event shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registrationunderwritten registrations.

Long-Form Registrations. The Boise Majority Holders A registration shall not be entitled deemed to request five (5) Long-Form Registrations have been effected for purposes of Section 1 and the Aldabra Majority Holders shall be entitled to request two (2) Long-Form Registrations; provided that the aggregate offering value not count as one of the Registrable Securities requested to be registered in any Demand Registrations permitted as a Long-Form Registration must equal at least $25,000,000. All Long-Form Registrations shall be underwritten registrations if requested by the holders applicable registration statement has not been declared effective and kept effective until the earlier of a majority (i) six months following the date on which such registration statement was declared effective and (ii) the sale pursuant to such registration statement of the all Registrable Securities initially requesting such registration. The covered thereby; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration, Demand Registration whether or not it becomes effective. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective and no registration shall count as one of the permitted Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in whether or not such registration within the price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count has counted as one of the permitted Long-Form Registrations). All Demand Registrations that are Long-Form Registrations shall be underwritten registrations unless otherwise requested by the holders of at least a majority of the Registrable Securities included in the applicable Long-Form Registration. In no the event the Mandatory Registration must be effected as a Long-Form Registration, such registration shall any holder of nonetheless be filed a Shelf Registration and the Company shall use its commercially reasonable efforts to keep such registration current and effective, including by filing periodic post-effective amendments to update the financial statements contained in such registration statement in accordance with Regulation S-X promulgated under the Securities Act until the date on which all Registrable Securities included in the registration statement shall have liability to another for determining to withdraw its request for registrationbeen sold.

Long-Form Registrations. The Boise Majority Holders holders of a majority of the Providence Registrable Securities shall be entitled to request five three (53) Long-Form Registrations in which the Company shall pay all Registration Expenses, provided that if in connection with any such registration the holder(s) initially requesting the same shall not be permitted to register and sell all of the Aldabra Majority Holders Providence Registrable Securities with respect to which such holder(s) initially requested registration, then such holder(s) shall be entitled to request two (2) an additional Long-Form RegistrationsRegistration; provided provided, however, that the aggregate offering value Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to this Section 2.1(b) if the registration request is subsequently withdrawn at the request of the holders of a majority of the Providence Registrable Securities requested to be registered (in which case all participating holders shall bear such expenses pro rata based upon the number of Providence Registrable Securities that were to be included in the withdrawn registration), unless the holders of a majority of the Providence Registrable Securities agree to forfeit their right to one demand registration pursuant to Section 2.1(b); provided further, however, that if at the time of such withdrawal, the holders have learned of a material adverse change in the condition, business, or prospects of the Company from that known to the holders at the time of their request and have withdrawn the request with reasonable promptness after learning of such information, then the holders shall not be required to pay any Long-Form Registration must equal at least $25,000,000of such expenses and shall retain their rights pursuant to Section 2.1(b). All Long-Form Registrations shall be underwritten registrations if requested by the holders of a majority of the Registrable Securities initially requesting such registration. The Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration, whether or not it becomes effective. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective and no registration shall count as one of the permitted Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration within the price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted Long-Form Registrations). In no event shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registrationregistrations.

Long-Form Registrations. The Boise Majority Holders holders of Class A/C Registrable Securities and Class D Registrable Securities each separately shall be entitled to request five (5i) two Long-Form Registrations and in which the Aldabra Majority Holders shall be entitled to request two (2) Long-Form Registrations; provided that the aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration must equal at least $25,000,000. All Long-Form Registrations shall be underwritten registrations if requested by the holders of a majority of the Registrable Securities initially requesting such registration. The Company shall pay all Registration Expenses in connection with any registration initiated as a ("Company-Paid Long-Form Registration, whether or not it becomes effectiveRegistrations") and (ii) two Long-Form Registrations in which each such holder of Registrable Securities shall pay their share of the Registration Expenses as provided in paragraph 5 hereof. The holders of Warrant Registrable Securities shall be entitled to request one Company-Paid Long Form Registration (unless prior thereto such holders have exercised their rights under paragraph 1(c) below). A registration shall not count as one of the permitted Long-Form Registrations until it has become effective effective, and no registration neither the last or any subsequent Company-Paid Long-Form Registration nor the last or any subsequent Long-Form Registration pursuant to clause (ii) above shall count as one of the permitted Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested by such holder to be included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration within the price range acceptable to the holders of initiated as a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Company-Paid Long-Form Registration at any time prior to the effectiveness thereof, in which case whether or not it has become effective and whether or not such registration shall not proceed with respect to any holder and such registration shall not thereafter count has counted as one of the permitted Company-Paid Long-Form Registrations). In no event shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registration.

Long-Form Registrations. The Boise Majority Holders shall be entitled to request five holders of a majority of the Investor Registrable Securities (5other than the Tudor Registrable Securities) Long-Form Registrations and the Aldabra Majority Holders shall be entitled to request two (2) Long-Form Registrations; provided that the aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration must equal at least $25,000,000. All Long-Form Registrations shall be underwritten registrations if requested by , the holders of a majority of the Tudor Registrable Securities initially requesting such registrationshall be entitled to request one (1) Long-Form Registration and the holders of a majority of the M&C Registrable Securities shall be entitled to request three (3) Long-Form Registrations. The Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration, whether or not it becomes effectiveRegistrations. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective and no unless the holders of Registrable Securities who requested such registration are able to register and sell at least two-thirds (2/3) of the Registrable Securities that they requested to be included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective (subject to the next sentence) and whether or not such registration has counted as one of the permitted Long-Form Registrations hereunder. Notwithstanding the foregoing, if a Long-Form Registration is withdrawn by the holders of Registrable Securities who requested such registration prior to the time that it has become effective for reasons other than the disclosure of information concerning the Company that is materially adverse to the Company or its stock price (which disclosure is made after the date such registration is requested pursuant to paragraph 1(a) above), such Long-Form Registration shall count as one of the permitted Long-Form Registrations hereunder for such requesting holders unless the holders of Registrable Securities are able to register and sell at least 90% who requested such registration reimburse the Company for all of the Registrable Securities requested to be included in such registration within Registration Expenses incurred by the price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time Company prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted Long-Form Registrations). In no event shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registrationwithdrawal.

Long-Form Registrations. The Boise Majority Holders holders of Registrable Securities ----------------------- shall be entitled to request five (5i) one Long-Form Registrations and in which the Aldabra Majority Holders Company shall be entitled to request two pay all Registration Expenses (2) "Company-paid Long-Form Registrations") and (ii) two Long-Form Registrations in which the holders of Registrable Securities shall pay their share of the Registration Expenses as set forth in paragraph 5 hereof; provided that the aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Registration must equal at least $25,000,000. All 25,000,000 if the registration is the Company's initial registered public offering and at least $10,000,000 in all other Long-Form Registrations shall be underwritten registrations if requested by the holders of a majority of the Registrable Securities initially requesting such registration. The Company shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration, whether or not it becomes effectiveRegistrations. A registration shall not count as one of the permitted Long-Form Registrations until it has become effective (unless such Long-Form Registration has not become effective due solely to the fault of the holders requesting such registration), and no registration neither the first nor any subsequent Company-paid Long-Form Registration nor the second or any subsequent Long-Form Registration pursuant to (ii) above shall count as one of the permitted Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event the Company shall pay all Registration Expenses in connection with any registration within the price range acceptable to the holders of initiated as a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Company-paid Long-Form Registration at any time prior to the effectiveness thereof, in which case whether or not it has become effective and whether or not such registration shall not proceed with respect to any holder and such registration shall not thereafter count has counted as one of the permitted Company-paid Long-Form Registrations). In no event shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registration.

Long-Form Registrations. The Boise Majority Holders shall holders of Registrable Securities will be entitled to request five (5) one Long-Form Registration which is an IPO and two Long-Form Registrations and after the Aldabra Majority Holders shall be entitled to request two (2) Long-Form Registrations; provided that completion of an IPO in which the aggregate offering value of the Registrable Securities requested to be registered in any Long-Form Company will pay all Registration must equal at least $25,000,000Expenses. All Long-Form Registrations shall be underwritten registrations if requested by In addition, the holders of a majority of the Medtronic Registrable Securities initially requesting such registration. The Company shall pay all Registration Expenses in connection with any registration initiated as a be entitled to request one Long-Form RegistrationRegistration (other than an IPO), whether or provided that the amount of Medtronic Registrable Securities to be sold therein shall not it becomes effectivebe less than $2,000,000. A registration shall will not count as one of the permitted Long-Form Registrations until it has become effective effective, and no registration shall will count as one of the permitted Long-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% all of the Registrable Securities requested to be included in such registration; provided that in any event the Company will pay all Registration Expenses in connection with any registration within initiated as a Long-Form Registration whether or not it has become effective and whether or not all such Registrable Securities are able to be sold; provided however, if the registration is withdrawn at the request of the holders of Registrable Securities (other than as a result of the managing underwriter advising such holders that the price range acceptable at which such shares are likely to be sold is less than 85% of the lowest price originally estimated by such managing underwriter) it will count as one of the Long-Form Registrations. At the request of the holders of a majority of the Registrable Securities initially originally requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time prior to the effectiveness thereofRegistration, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted Long-Form Registrations). In no event Registration shall any holder of Registrable Securities have liability to another for determining to withdraw its request for be an underwritten registration.

Long-Form Registrations. The Boise Majority Initiating Holders shall be entitled to request five (5i) Long-Form Registrations and the Aldabra Majority Holders shall be entitled to request two (2) Long-Form Registrations in which the Company shall pay all Registration Expenses ("Company-paid Long-Form Registrations; provided that ") and (ii) an unlimited number of Long-Form Registrations in which the aggregate offering value holders of Investor Registrable Securities included in such registration shall pay their pro rata share of the Registration Expenses as set forth in Section 5 below. A registration shall not count as one of the permitted Company-paid Long-Form Registrations until it has become effective and the holders requesting registration are able to register and sell at least ninety percent (90%) of the Registrable Securities requested to be registered included in such registration; provided that in any Long-Form Registration must equal at least $25,000,000. All Long-Form Registrations shall be underwritten registrations if requested by event the holders of a majority of the Registrable Securities initially requesting such registration. The Company shall pay all Registration Expenses in connection with any registration initiated as a Company-paid Long-Form Registration, Registration whether or not it becomes effective. A has become effective and whether or not such registration shall not count is counted as one of the permitted Company-paid Long-Form Registrations until it has become effective Registrations. Notwithstanding the foregoing, and no subject to Section 1(f) below, if any registration initiated by the Initiating Holders as a Company-paid Long-Form Registration is voluntarily withdrawn by the Initiating Holders, such holders shall count pay all Registration Expenses in connection with such registration, and the failure to pay such expenses shall result in such registration counting as one of the permitted LongCompany-Form Registrations unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration within the price range acceptable to the holders of a majority of the Registrable Securities initially requesting registration (with it being understood and agreed that a holder of Registrable Securities instituting a Demand Registration shall be entitled to withdraw his, her or its request to effect a Long-Form Registration at any time prior to the effectiveness thereof, in which case such registration shall not proceed with respect to any holder and such registration shall not thereafter count as one of the permitted paid Long-Form Registrations). In no event shall any holder of Registrable Securities have liability to another for determining to withdraw its request for registration.