Common use of Long-Form Registrations Clause in Contracts

Long-Form Registrations. (i) The OEP Parties may request an aggregate of three (3), (ii) the Deerfield Parties may request an aggregate of one (1) and (iii) the Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties) may request an aggregate of one (1) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective; provided that, Pubco shall not be obligated to effect, or to take any action to effect, any Long-Form Registration unless the aggregate market price of the Registrable Securities requested to be registered in such Long-Form Registration exceeds $20,000,000 at the time of request; provided, further, that Pubco shall only be obligated to effect, or take any action to effect, three (3) Long-Form Registrations in the case of any request therefor by any of the OEP Parties, one (1) Long-Form Registrations in the case of any request therefor by any of the Deerfield Parties and one (1) Long-Form Registration in the case of any request therefor by Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties). A registration shall not count as a permitted Long-Form Registration until it has become effective and 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 Pubco shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations hereunder.

Long-Form Registrations. (i) The OEP Parties Majority TOI Investors, on behalf of any and all TOI Investors, may request an aggregate of three one (3)1) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective, and (ii) the Majority Deerfield Parties Investors may request an aggregate of one (1) and (iii) the Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties) may request an aggregate of one (1) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective; in each case, provided that, Pubco shall not be obligated to effect, or to take any action to effect, any Long-Form Registration (x) unless the aggregate market price of the Registrable Securities requested to be registered in such Long-Form Registration exceeds $20,000,000 25,000,000 at the time of request, or (y) if Pubco has already effected a Demand Registration (which became effective) in the preceding 45-day period; provided, further, that Pubco shall only be obligated to effect, or take any action to effect, three (3) Long-Form Registrations in the case of any request therefor by any of the OEP Parties, one (1) Long-Form Registrations in the case of any request therefor by any of the Deerfield Parties and one (1) Long-Form Registration for each of the two groups identified in the case first sentence of any request therefor by Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Partiesthis Section 2(b). A registration shall not count as a the sole permitted Long-Form Registration until it has become effective and 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 Pubco shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations hereunder.

Long-Form Registrations. (i) The OEP Parties Majority Presto Investors, on behalf of any and all Presto Investors, may request an aggregate of three (3)two Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective, (ii) the Deerfield Parties Majority Metropolitan Parties, on behalf of any and all Metropolitan Parties, may request an aggregate of one (1) two Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective, and (iii) the Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties) Sponsors may request an aggregate of one (1) two Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective; in each case, provided that, that if Pubco shall not be obligated to effect, or to take any action to effect, any Longhas already effected a Demand Registration (which became effective) in the preceding 45-Form Registration unless the aggregate market price of the Registrable Securities requested to be registered in such Long-Form Registration exceeds $20,000,000 at the time of requestday period; provided, further, that Pubco shall only be obligated to effect, or take any action to effect, three (3) two Long-Form Registrations in the case of any request therefor by any for each of the OEP PartiesMajority Presto Investors, one (1) Long-Form Registrations in the case of any request therefor by any of the Deerfield Majority Metropolitan Parties and one (1) Long-Form Registration in the case of any request therefor by Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties)Sponsors. A registration shall not count as a one of the permitted Long-Form Registration Registrations until it has become effective and 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 Pubco shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations hereunder.

Long-Form Registrations. (i) The OEP Parties Majority Presto Investors, on behalf of any and all Presto Investors, may request an aggregate of three (3)two Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective, (ii) the Deerfield Parties Majority Silver Rock Investors, on behalf of any and all Silver Rock Investors, may request an aggregate of one (1) two Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective, and (iii) the Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties) Sponsors may request an aggregate of one (1) two Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective; in each case, provided that, thatif Pubco shall not be obligated to effect, or to take any action to effect, any Longhas already effected a Demand Registration (which became effective) in the preceding 45-Form Registration unless the aggregate market price of the Registrable Securities requested to be registered in such Long-Form Registration exceeds $20,000,000 at the time of requestday period; provided, further, that Pubco shall only be obligated to effect, or take any action to effect, three (3) two Long-Form Registrations in the case of any request therefor by any for each of the OEP PartiesMajority Presto Investors, one (1) Long-Form Registrations in the case of any request therefor by any of Majority Silver Rock Investors and the Deerfield Parties and one (1) Long-Form Registration in the case of any request therefor by Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties)Sponsors. A registration shall not count as a one of the permitted Long-Form Registration Registrations until it has become effective and 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 Pubco shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations hereunder.

Long-Form Registrations. EGI (ior any affiliates, successor, assign or transferee of EGI) The OEP Parties may request an aggregate and Perseus-Soros Biopharmaceutical Fund, L.P. ("PSBF") shall each be entitled to xxxxxst up to two Long-Form Registrations, Marquette Venture Partners III, L.P. ("Marquette Investor") (or any successor, assign or transferee of three (3Marquette Investor), Tullis-Dickerson and Merrill Lynch Ventures L.P. 2001 (ii"Merrill Lynch") (xxxxxxxxxxxx, the Deerfield Parties may "Xxxxxxixx Xxonsors") shall each be xxxxxxex xx request an aggregate of one (1) and (iii) the Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties) may request an aggregate of one (1) Long-Form Registration in which Pubco and Talon Opportunity Fund, L.P. ("Talon") shall pay all Registration Expenses whether or not any such be entitled to request one Long-Form Registration has become effective; provided thatand the holders of not less than 1,081,031 shares of Registrable Securities issued pursuant to the Series A Preferred Stock Purchase Agreement dated as of November 30, Pubco 2000 other than Talon shall not be obligated entitled to effect, or to take any action to effect, any one Long-Form Registration unless the aggregate market price of the Registrable Securities requested to be registered in such Long-Form Registration exceeds $20,000,000 at the time of request; provided, further, that Pubco shall only be obligated to effect, or take any action to effect, three (3) Long-Form Registrations in the case of any request therefor by any of the OEP Parties, one (1) Long-Form Registrations in the case of any request therefor by any of the Deerfield Parties and one (1) Long-Form Registration in the case of any request therefor by Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties)Registration. A registration shall not count as a one of the permitted Long-Form Registration Registrations until it has become effective 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 aggregate Registrable Securities requested to be included in such registration; provided however, any Registrable Securities that could otherwise have been sold pursuant to an effective Long-Form Registration but are voluntarily withdrawn from such registration (other than a withdrawal based on or in connection with (i) material adverse information concerning the Company of which such holders were not aware at the time of such request, (ii) the interference of a registration statement related to such offer, sale or distribution of Registrable Securities by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason or (iii) in connection with an event Pubco contemplated by Section 4(b)), shall be deemed, for the purpose of Section 8(a) below, as having been sold under an effective registration. The Company shall pay all Registration Expenses in connection with any registration initiated as a one of the Long-Form Registration Registrations whether or not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations. All Long-Form Registrations hereundershall be underwritten registrations. The Company agrees to use its best efforts to keep the Long-Form Registration continuously effective for the lesser of 180 days or until all Registrable Securities covered by such Long-Form Registration have been sold.

Long-Form Registrations. (i) The OEP Parties may request an aggregate of three (3), (ii) the Target Investor Majority may request an aggregate of three (3), (iii) the Deerfield Parties may request an aggregate of one (1) and (iiiiv) the Investors (other than any OEP PartyParties and the Target Investors) holding a majority of the Registrable Securities (other than those held by the OEP PartiesParties and the Target Investors) may request an aggregate of one (1) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective; provided that, Pubco shall not be obligated to effect, or to take any action to effect, any Long-Form Registration unless the aggregate market price of the Registrable Securities requested to be registered in such Long-Form Registration exceeds $20,000,000 at the time of request; provided, further, that Pubco shall only be obligated to effect, or take any action to effect, three (3) Long-Form Registrations in the case of any request therefor by any of the OEP Parties, three (3) Long-Form Registrations in the case of any request therefor by the Target Investor Majority, one (1) Long-Form Registrations in the case of any request therefor by any of the Deerfield Parties and one (1) Long-Form Registration in the case of any request therefor by Investors (other than any OEP PartyParties and the Target Investors) holding a majority of the Registrable Securities (other than those held by the OEP PartiesParties and the Target Investors). A registration shall not count as a permitted Long-Form Registration until it has become effective and 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 Pubco shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations hereunder.

Long-Form Registrations. (i) The OEP Parties may the holders of at least 50.1% of the Series D Registrable Securities will be entitled to request an aggregate of three up to two (3)2) Long-Form Registrations in which the Company will pay all Registration Expenses, (ii) the Deerfield Parties may request an aggregate holders of one (1) and (iii) the Investors (other than any OEP Party) holding a majority at least 50.1% of the NBIC Registrable Securities (other than those held by the OEP Parties) may will be entitled to request an aggregate of up to one (1) Long-Form Registration in which Pubco shall the Company will pay all Registration Expenses whether or not any such Long-Form Registration has become effective; provided that, Pubco shall not be obligated to effect, or to take any action to effect, any Long-Form Registration unless and (iii) the aggregate market price holders of at least 50.1% of the Existing Investor Registrable Securities requested will be entitled to be registered in such Long-Form Registration exceeds $20,000,000 at the time of request; provided, further, that Pubco shall only be obligated request up to effect, or take any action to effect, three (3) Long-Form Registrations in the case of any request therefor by any of the OEP Parties, one (1) Long-Form Registrations in the case of any request therefor by any of the Deerfield Parties and one (1) Long-Form Registration in which the case Company will pay all Registration Expenses, provided, that if the Company has not consummated an IPO prior to January 28, 2003, the holders of any request therefor by Investors (other than any OEP Party) holding a majority at least 50.1% of the NBIC Registrable Securities will be entitled to request one (other than those held 1) additional Long-Form Registration in which the Company will pay all Registration Expenses; provided, further, that such right to make an additional Long-Form Registration in accordance with this sentence shall terminate upon the earlier to occur of (i) the date on which NBIC and its Permitted Transferees cease to own, in the aggregate, at least 50% of the number of shares of Common Stock (as adjusted to reflect any stock splits, reverse stock splits, stock dividends, combinations, reclassifications or the like) purchased by NBIC pursuant to the OEP Parties)Stock Purchase Agreement, dated as of January 28, 2000, between NBIC and the Company, and (ii) the consummation of an IPO. A registration shall will not count as a permitted Long-Form Registration until it has become effective and unless the holders of Series D Registrable Securities Securities, NBIC Registrable Securities, or Existing Investor Registrable Securities, as the case may be, are able to register and sell at least 90% of the Registrable Securities that the holders of Series D Registrable Securities, NBIC Registrable Securities, or Existing Investor Registrable Securities, as the case may be, have requested to be included in such registration; provided, further, that a registration will be deemed to be effective if the failure of holders to sell Registrable Securities is directly caused by reason of a failure on the part of such holders and provided that in any event Pubco shall pay all Registration Expenses in connection with any registration initiated as the period of effectiveness of a Long-Form Registration whether or need not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations hereunderexceed 180 days.

Long-Form Registrations. (i) The OEP Parties may request an aggregate of three (3), (ii) the Deerfield Parties may request an aggregate of one (1) and (iii) the Investors (other than any OEP Party) Holders holding a majority of the Registrable Securities may request two (other than those 2) Long-Form Registrations, (ii) GPM HP SCF Investor, LLC, GPM Owner LLC, and the Ares Entities holding in the aggregate at least two-thirds of the Registrable Securities held by the OEP Parties) such Holders may request an aggregate of one (1) Long-Form Registration Registration, (iii) Xxxx Xxxxxx (including Holders affiliated with Xx. Xxxxxx) and Xxxxxx Xxxxxxx (including Holders affiliated with Xx. Xxxxxxx) holding in the aggregate at least two-thirds of the Registrable Securities held by such Holders may request one (1) Long-Form Registration, and (iv) [MSD Entities] holding in the aggregate at least two-thirds of the Registrable Securities held by such Holders may request one (1) Long-Form Registration, in each case of the foregoing subclauses (i) – (iv), in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective; provided that, Pubco shall not be obligated to effect, or to take any action to effect, any Long-Form Registration unless the aggregate market price of the Registrable Securities requested to be registered in such Long-Form Registration exceeds $20,000,000 25,000,000 at the time of request; provided, further, that Pubco shall only be obligated to effect, or take any action to effect, three (3) Long-Form Registrations in the case of any request therefor by any of the OEP Parties, one (1) Long-Form Registrations in the case of any request therefor by any of the Deerfield Parties and one (1) Long-Form Registration in the case of any request therefor by Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties). A registration shall not count as a the sole permitted Long-Form Registration until it has become effective and 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 Pubco shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations hereunder.

Long-Form Registrations. (i) The OEP Parties Majority Caremax Investors, on behalf of any and all Caremax Investors, may request an aggregate of three one (3)1) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective, (ii) the Deerfield Parties Majority IMC Investors, on behalf of any and all IMC Investors, may request an aggregate of one (1) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective and (iii) the Majority Deerfield Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties) may request an aggregate of one (1) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective; in each case, provided that, Pubco shall not be obligated to effect, or to take any action to effect, any Long-Form Registration (x) unless the aggregate market price of the Registrable Securities requested to be registered in such Long-Form Registration exceeds $20,000,000 (or with respect to the Shelf Demand Right, $5,000,000) at the time of request, or (y) if Pubco has already effected a Demand Registration (which became effective) in the preceding 45-day period; provided, further, that Pubco shall only be obligated to effect, or take any action to effect, three (3) Long-Form Registrations in the case of any request therefor by any of the OEP Parties, one (1) Long-Form Registrations in the case of any request therefor by any of the Deerfield Parties and one (1) Long-Form Registration for each of the three groups identifed in the case first sentence of any request therefor by Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Partiesthis Section 2(b). A registration shall not count as a the sole permitted Long-Form Registration until it has become effective and 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 Pubco shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations hereunder.

Long-Form Registrations. (i) The OEP Parties Majority Presto Investors, on behalf of any and all Presto Investors, may request an aggregate of three two (3)2) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective, (ii) the Deerfield Parties Majority [***] Investors, on behalf of any and all [***] Investors, may request an aggregate of one two (12) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective, and (iii) the Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties) Sponsors may request an aggregate of one two (12) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective; in each case, provided that, thatif Pubco shall not be obligated to effect, or to take any action to effect, any Longhas already effected a Demand Registration (which became effective) in the preceding 45-Form Registration unless the aggregate market price of the Registrable Securities requested to be registered in such Long-Form Registration exceeds $20,000,000 at the time of requestday period; provided, further, that Pubco shall only be obligated to effect, or take any action to effect, three two (32) Long-Form Registrations in the case of any request therefor by any for each of the OEP PartiesMajority Presto Investors, one (1) Long-Form Registrations in the case of any request therefor by any of Majority [***] Investors and the Deerfield Parties and one (1) Long-Form Registration in the case of any request therefor by Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties)Sponsors. A registration shall not count as a one of the permitted Long-Form Registration Registrations until it has become effective and 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 Pubco shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations hereunder.