Common use of Registration Requests Clause in Contracts

Registration Requests. At any time after the second anniversary of the Stage I Closing Date (such second anniversary being referred to herein as the "REGISTRATION RIGHTS DATE"), upon the written request of the Holders of at least $1 million of Registrable Securities (adjusted proportionately to reflect any stock dividend, subdivision, split or reverse stock split or the like effected with respect to the Common Stock) (the "REQUESTING HOLDERS"), the Company must effect the registration under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the "SECURITIES ACT") of all or part of such Holders' Registrable Securities and specifying the number of Registrable Securities to be registered and the intended method of disposition thereof, the Company will promptly, and in no event more than ten (10) Business Days after receipt of such request, give written notice (a "NOTICE OF DEMAND REGISTRATION") of such request to all other holders of Registrable Securities, and thereupon will use its best efforts to effect the registration under the Securities Act (a "DEMAND REGISTRATION") of: (i) the Registrable Securities which the Company has been so requested to register by such Requesting Holder or Holders, and (ii) all other Registrable Securities the holders of which have made written requests to the Company for registration thereof within twenty (20) days after the giving of the Notice of Demand Registration (which requests shall specify the intended method of disposition thereof), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered. The Company may include in such registration other securities for sale for its own account or for the account of any other Person; PROVIDED that, if such Demand Registration is in connection with an underwritten offering, the Company or such securityholders, as applicable, agree in writing to sell their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any securityholders of the Company (other than the holders of Registrable Securities in such capacity) register securities of the Company in a Demand Registration in accordance with this Section, such holders shall pay the fees and expenses of their counsel and their PRO RATA share, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the Registration Expenses if the Registration Expenses for such registration are not paid by the Company for any reason.

Registration Requests. At any ----------------------- --------------------- time after the second first anniversary of the Stage I Closing Date (such second anniversary being referred to herein as the "REGISTRATION RIGHTS DATE")this agreement, upon the written request of the Holders Seabury (either on its own behalf or on behalf of at least $1 million any holder of Registrable Securities (adjusted proportionately to reflect any stock dividend, subdivision, split or reverse stock split or the like effected with respect to the Common StockSecurities) (the "REQUESTING HOLDERS"), requesting that the Company must effect the registration under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the "SECURITIES ACT") of all or part of Seabury's (or any such Holders' holder's) Registrable Securities and specifying the number of Registrable Securities to be registered and the intended method of disposition thereof, the Company will promptly, and in no event more than ten (10) 10 Business Days after receipt of such request, give written notice (a "NOTICE OF DEMAND REGISTRATIONNotice of Requested Registration") of such request to all -------------------------------- other holders of Registrable Securities, and thereupon will use its best efforts to effect the registration under the Securities Act (a "DEMAND REGISTRATION") of: (i) the Registrable Securities which the Company has been so requested to register by such Requesting Holder or HoldersSeabury, and (ii) all other Registrable Securities the holders of which have made written requests to the Company for registration thereof within twenty (20) 15 days after the giving of the Notice of Demand Requested Registration (which requests shall specify the intended method of disposition thereof), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered. The Company may include in such registration other securities for sale for its own account or for the account of any other Person; PROVIDED that, if such Demand Registration is in connection with an underwritten offering, the Company or such securityholders, as applicable, agree in writing to sell their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any securityholders of the Company (other than the holders of Registrable Securities in such capacity) register securities of the Company in a Demand Registration registered in accordance with this SectionSection 3. If requested --------- by Seabury, such holders shall pay the fees and expenses method of their counsel and their PRO RATA share, on the basis disposition of the respective amounts of the securities all Registrable Securities included in such registration on behalf shall be an underwritten offering effected in accordance with Section 4(a). Neither the Company nor any of each such holder, its securityholders shall have the ------------ right to include any of the Registration Expenses if the Registration Expenses for such Company's securities (other than Registrable Securities) in a registration are not paid by the Company for any reasonstatement to be filed as part of a Requested Registration.

Registration Requests. At Subject to Section 6, at any time after the second earliest to occur of (i) the third (3rd) anniversary of the Stage I Closing Date date hereof or (such second anniversary being referred to herein as the "REGISTRATION RIGHTS DATE")ii) an Early Termination Event, upon the written request of the Holders of at least $1 million of Registrable Securities Olivetti (adjusted proportionately specifying that such request is being made pursuant to reflect any stock dividend, subdivision, split or reverse stock split or the like effected with respect this Section 7(a)) delivered to the Common Stock) (the "REQUESTING HOLDERS"), the Company must Wang requesting that Wang effect the registration under the Securities 1933 Act of 1933, as amended and the rules and regulations promulgated thereunder (the "SECURITIES ACT") of all or part of such Holders' Olivetti's Registrable Securities as an underwritten offering and specifying the number of Registrable Securities to be registered and the intended method of disposition thereofregistered, the Company will promptly, and in no event more than ten (10) Business Days after receipt of such request, give written notice (a "NOTICE OF DEMAND REGISTRATION") of such request to all other holders of Registrable Securities, and thereupon Wang will use its commercially reasonable best efforts to effect the registration under the Securities 1933 Act (a "DEMAND REGISTRATION") of: (i) of the Registrable Securities which the Company Wang has been so requested to register by such Requesting Holder or Holders, and Olivetti within sixty (ii) all other Registrable Securities the holders of which have made written requests to the Company for registration thereof within twenty (2060) days after the giving of the Notice of Demand Registration (which requests shall specify the intended method of disposition thereof)such request, all to the extent requisite required to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered. The Company Subject to Section 7(e), Wang may include in such registration other securities of the same class as the Registrable Securities for sale for its own account or for the account of any other Person; PROVIDED that, if . Neither Wang nor any of its security holders shall have the right to include any of Wang's securities (other than Registrable Securities) in a registration statement to be filed as part of a Requested Registration unless (i) such Demand Registration is in connection with an underwritten offering, securities are of the Company same class as the Registrable Securities and (ii) Wang or such securityholderssecurity holders, as applicable, agree in writing to sell sell, subject to Section 7(e), their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any securityholders security holders of the Company Wang (other than the holders of Registrable Securities in such capacityOlivetti) register securities of the Company Wang in a Demand Requested Registration in accordance with this SectionSection 7, such holders shall pay the fees and expenses of their counsel and their PRO RATA pro rata share, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the Registration Expenses if the Registration Expenses for such registration are not paid by the Company Wang for any reason.

Registration Requests. At If the Company fails to file the --------------------- registration statement with the Commission referred to in Section 1 hereof, at any time and from time to time after the second anniversary of the Stage I Closing Date (such second anniversary being referred to herein as the "REGISTRATION RIGHTS DATE")June 30, 2002], upon the written request of the Holders of owning at least $1 million thirty three and one-third percent (33 1/3%) of the Registrable Securities (adjusted proportionately to reflect any stock dividend, subdivision, split or reverse stock split or the like effected with respect to the Common Stock) (the "REQUESTING HOLDERSNecessary Holders"), ) that the Company must effect the registration under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the "SECURITIES ACT") of all or part of such Holders' Registrable Securities and specifying (which request shall specify the number of Registrable Securities which the Requesting Holder proposes the Company to be registered register and the Requesting Holders' intended method of disposition thereof, which shall be no less than thirty three and one-third percent of the Registrable Securities), the Company will promptly, and in no event more than ten (10) Business Days after receipt of such request, give written notice (a "NOTICE OF DEMAND REGISTRATION") of such request to all other holders of Registrable Securities, and thereupon will shall use its best reasonable efforts to effect the registration under the Securities Act (a "DEMAND REGISTRATION") of: (i) of the Registrable Securities which the Company has been so requested by the Requesting Holders to register so as to permit their disposition pursuant to such registration and to effect the registration in accordance with the Requesting Holders' intended method of disposition of such Registrable Securities. If requested by such the Requesting Holder or Holders, and (ii) the method of disposition of all other Registrable Securities included in such registration shall be in an underwritten offering effected in accordance with Section 2.4(a). -------------- Notwithstanding the holders of which have made written requests to foregoing, the Company may postpone effecting a Requested Registration for a reasonable period of time (not to exceed sixty (60) days) after receipt of the Necessary Holders' written request therefor if: (a) the Board of Directors of the Company in good faith resolves that effecting the registration thereof would require the Company to make public disclosure of material, non-public information that, if publicly disclosed, would have a material adverse effect upon a material corporate development or transaction then pending or in progress that involves the Company; and (b) the Company notifies the Requesting Holders in writing, within twenty five (205) days after the giving Necessary Holders have requested such registration, of such postponement and the Notice grounds therefor; provided that the Company shall not postpone effecting such registration -------- pursuant to this sentence more than once in any twelve (12) month period; and, provided, further, that the Company shall promptly proceed with its obligations -------- ------- hereunder to effect such registration once such information is publicly disclosed or the disclosure of Demand Registration (which requests shall specify the intended method of disposition thereof), all such information is not likely to the extent requisite to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registeredhave a material adverse effect upon such corporate development or transaction. The Company may and other securityholders who hold piggyback registration rights shall have the right to include in such registration other securities for sale for its own account or for the account of any other Person; PROVIDED that, if such Demand Registration is in connection with an underwritten offering, the Company or such securityholders, as applicable, agree in writing to sell their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any securityholders of the Company Company's Securities (other than the holders of Registrable Securities in such capacitySecurities) register securities of the Company in a Demand registration statement to be filed as part of a Requested Registration subject in accordance with this Section, such holders shall pay the fees and expenses of their counsel and their PRO RATA share, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the Registration Expenses if the Registration Expenses for such registration are not paid by the Company for any reasonall events to subsection (e) below.

Registration Requests. At any time after the second anniversary of the Stage I Closing Date (such second anniversary being referred to herein as the "REGISTRATION RIGHTS DATE")Effective Date, upon the written request of the one or more Initiating Holders of at least $1 million of Registrable Securities (adjusted proportionately to reflect any stock dividend, subdivision, split or reverse stock split or the like effected with respect to the Common Stock) (the "REQUESTING HOLDERS"), requesting that the Company must effect the registration under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the "SECURITIES ACT") of all or part of such Initiating Holders' Registrable Securities and specifying the number of Registrable Securities to be registered and the intended method of disposition thereof, the Company will promptly, and in no event more than ten (10) Business Days after receipt of such request, give written notice (a "NOTICE OF DEMAND REGISTRATION") Notice of Requested Registration" of such request to all other holders of Registrable Securities, and thereupon will use its best reasonable efforts to effect the registration under the Securities Act (a "DEMAND REGISTRATION") of: (i) the Registrable Securities which the Company has been so requested to register by such Requesting Initiating Holder or Holders, and (ii) all other Registrable Securities the holders of which have made written requests to the Company for registration thereof within twenty (20) 15 days after the giving of the Notice of Demand Registration (which requests shall specify the intended method of disposition thereof)Requested Registration, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered; provided, however that the Company shall not be obligated to register the Registrable Securities pursuant to this Section 1 prior to the third anniversary of the Effective Date if the Initiating Holder or Holders has failed to comply with the restrictions on transfer set forth in Section 5.03(b) of the Restructuring Agreement (as amended by Section 10(m) hereof). The If requested by the holders of a majority of the Registrable Securities requested to be included in any Requested Registration, the method of disposition of all Registrable Securities and any other securities included in such registration shall be an underwritten offering effected in accordance with Section 4(a); provided, however, only if at the time of such Requested Registration, the securities to be registered are listed for trading on any national securities exchange or traded on the Nasdaq National Market System; provided further that no Requesting Holder may require the Company to cause any securities of the Company to be so listed or traded. Notwithstanding the foregoing, upon written notice (executed by the chief executive officer of the Company) to all holders of Registrable Securities, the Company may postpone taking action with respect to a Requested Registration for a reasonable period of time after receipt of the original request (not exceeding 120 days) if, in the good faith opinion of the Company's Board of Directors, effecting the registration would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect upon the Company; provided that the Company shall not delay such action pursuant to this sentence more than once in any 12-month period. Subject to paragraph (e) the Company may include in such registration other securities for sale for its own account or for the account of any other Person; PROVIDED that, if such Demand Registration is in connection with an underwritten offering, the Company or such securityholders, as applicable, agree in writing to sell their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any securityholders of the Company (other than the holders of Registrable Securities in such capacity) register securities of the Company in a Demand Requested Registration in accordance with this SectionSection 1, such holders shall pay the fees and expenses of their counsel and their PRO RATA pro rata share, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the Registration Expenses if the Registration Expenses for such registration are not paid by the Company for any reasonExpenses.

Registration Requests. At any time after the second anniversary of the Stage I Closing Date (such second anniversary being referred to herein as the "REGISTRATION RIGHTS DATE")time, upon the written request (a "REQUESTED REGISTRATION") of the Holders Orion or any of at least $1 million of Registrable Securities (adjusted proportionately to reflect any stock dividend, subdivision, split or reverse stock split or the like effected with respect to the Common Stock) its Transferees (the "REQUESTING HOLDERS"), the Company must ) requesting that Tengtu effect the registration under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the "SECURITIES ACT") of all or part of such Requesting Holders' Registrable Securities (such term, and other capitalized terms used herein shall have its meaning set forth in SECTION 9) and specifying the number of Registrable Securities to be registered and the intended method of disposition thereof, the Company will promptly, and in no event more than ten (10) Business Days after receipt of such request, give written notice (a "NOTICE OF DEMAND REGISTRATION") of such request to all other holders of Registrable Securities, and Tengtu thereupon will use its best efforts to effect the registration under the Securities Act (a "DEMAND REGISTRATION") of: (i) of the Registrable Securities which the Company Tengtu has been so requested to register by such Requesting Holder or Requesting Holders, and (ii) all other Registrable Securities the holders of which have made written requests to the Company for registration thereof within twenty (20) days after the giving of the Notice of Demand Registration (which requests shall specify the intended method of disposition thereof), all to the extent requisite required to permit the disposition (in accordance with the intended methods method thereof) of the Registrable Securities so to be so registered. The Company Notwithstanding the foregoing, Tengtu may postpone taking action with respect to a Requested Registration for a reasonable period of time after receipt of the original request (not exceeding ninety (90) days) if, in the good faith opinion of the Board of Directors, effecting the registration would require Tengtu to make public disclosure of information the public disclosure of which would have a material adverse effect upon Tengtu, PROVIDED that Tengtu shall not delay such action pursuant to this sentence more than once in any twelve (12) month period. Subject to PARAGRAPH (E), Tengtu may include in such registration other securities of the same class as the Registrable Securities for sale for its own account or for the account of any other Person; PROVIDED that. Neither Tengtu nor any of its shareholders shall have the right to include any of Tengtu's securities (other than Registrable Securities) in a registration statement to be filed as part of a Requested Registration unless (i) such securities are of the same class as the Registrable Securities, (ii) the holders of a majority of the Registrable Securities covered by such registration statement consent to such inclusion in writing and (iii) if such Demand Requested Registration is in connection with an underwritten offering, the Company Tengtu or such securityholdersshareholders, as applicable, agree in writing to sell sell, subject to PARAGRAPH (D), their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any securityholders shareholders of the Company Tengtu (other than the holders of Registrable Securities in such capacity) register securities of the Company Tengtu in a Demand Requested Registration in accordance with this Section, such holders shall pay the fees and expenses of their counsel and their PRO RATA share, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the Registration Expenses if the Registration Expenses for such registration are not paid by the Company Tengtu for any reason.

Registration Requests. At any time after the second anniversary of the Stage I Closing Date (such second anniversary being referred Subject to herein as the "REGISTRATION RIGHTS DATE")Section 2.5, upon the receipt of a written request signed by CITIC (a “Notice of Demand Registration”) at any time within the ninety (90) day period immediately preceding the expiration of the Holders of at least $1 million of Registrable Securities (adjusted proportionately to reflect any stock dividendOne Year Lock-Up Period, subdivision, split or reverse stock split or the like effected with respect to the Common Stock) (the "REQUESTING HOLDERS"), the Company must effect the registration under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the "SECURITIES ACT") of all or part of such Holders' Registrable Securities and specifying the number of Registrable Securities One Year Lock-Up Shares to be registered and the intended method of disposition thereof, the Company will promptlyIssuer will, and in no event more than ten (10) Business Days after receipt as promptly as practicable following the expiration of such requestthe One Year Lock-Up Period, give written notice (a "NOTICE OF DEMAND REGISTRATION") of such request to all other holders of Registrable Securities, and thereupon will use its best efforts to effect the registration on Form S-3 under the Securities Act (a "DEMAND REGISTRATION") of: (i) of the offer and sale of the Registrable Securities which that the Company Issuer has been so requested to register by such Requesting Holder or the Holders, and (ii) all other Registrable Securities such that the holders of which have made written requests registration on Form S-3 with respect to such One Year Lock-Up Shares shall be effective immediately upon or as promptly as practicable following the Company for registration thereof within twenty (20) days after the giving expiration of the One Year Lock-Up Period. Subject to Section 2.5, upon receipt of a Notice of Demand Registration at any time within the ninety (which requests shall specify 90) day period immediately preceding the intended method expiration of disposition thereof)the Two Year Lock-Up Period, all to the extent requisite to permit Issuer will, as promptly as practicable following the disposition (in accordance with expiration of the intended methods thereof) Two Year Lock-Up Period, effect the registration on Form S-3 under the Securities Act of the offer and sale of the Registrable Securities (which may include One Year Lock-Up Shares or Two Year Lock-Up Shares of any combination thereof) that the Issuer has been so requested to register by the Holders, such that the registration on Form S-3 with respect to such shares shall be registeredeffective immediately upon or as promptly as practicable following the expiration of the Two Year Lock-Up Period. The Company Registration Rights set forth in this Section 2.1(a) are referred to herein as “Demand Registrations”. Notwithstanding anything to the contrary herein, unless otherwise agreed by the Issuer, (i) no Demand Registration may include more than 4,025,105 Strategic Shares (as adjusted for share splits, share dividends and the like) and (ii) in no event will the Issuer be obligated to effect (which shall mean that such registrations shall have been declared or ordered effective) more than two (2) Demand Registrations under this Agreement. The Issuer may include in such registration any Demand Registration other securities for sale for its own account or for the account of any other Person; PROVIDED that, if such Demand Registration is in connection with an underwritten offering, the Company or such securityholders, as applicable, agree in writing to sell their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any securityholders of the Company (other than the holders of Registrable Securities in such capacity) register securities of the Company in a Demand Registration in accordance with this Section, such holders shall pay the fees and expenses of their counsel and their PRO RATA share, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the Registration Expenses if the Registration Expenses for such registration are not paid by the Company for any reason.for

Registration Requests. At any time (i) If the Company has failed to cause the Shelf Registration Statement to be declared effective within 120 days after the second anniversary of date hereof or, if prior to such 120th day the Stage I Closing Date (such second anniversary being referred to herein as the "REGISTRATION RIGHTS DATE")Company shall have effected a Public Offering, upon the written request of the one or more Requesting Holders of at least $1 million of Registrable Securities (adjusted proportionately to reflect any stock dividend, subdivision, split or reverse stock split or the like effected with respect to the Common Stock) (the "REQUESTING HOLDERS"), requesting that the Company must effect the registration under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the "SECURITIES ACT") of all or part of such Requesting Holders' Registrable Securities and specifying the number of Registrable Securities to be registered and the intended method of disposition thereof, the Company will promptly, and in no event more than ten five (105) Business Days after receipt of such request, give written notice (a "NOTICE OF DEMAND REQUESTED REGISTRATION") of such request to all other holders of Registrable SecuritiesSecurities that have executed substantially identical agreements, and thereupon will use its reasonable best efforts to effect the registration under the Securities Act (a "DEMAND REGISTRATION") of: (i) of the Registrable Securities which the Company has been so requested to register in writing within thirty (30) Business Days after receiving the Notice of Requested Registration by such Requesting Holder or Holders, and (ii) all other Registrable Securities the holders of which have made written requests to the Company for registration thereof within twenty (20) days after the giving of the Notice of Demand Registration (which requests shall specify the intended method of disposition thereof), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered. The Company may include If requested by the holders of a majority of the Registrable Securities requested to be included in any Requested Registration, the method of disposition of Registrable Securities and any other securities included in such registration shall be an underwritten offering effected in accordance with SECTION 4(a). (ii) Notwithstanding the foregoing, the Company may postpone taking action with respect to a Requested Registration for a reasonable period of time after receipt of the original request (not exceeding forty-five (45) days) if, in the good faith opinion of the Company's Board of Directors, effecting the registration would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would be reasonably likely to have a material adverse effect upon the Company, PROVIDED that the Company shall not delay such action pursuant to this sentence more than once in any twelve (12) month period. Neither the Company nor any of its securityholders shall have the right to include any of the Company's securities for sale for its own account (other than Registrable Securities) in a registration statement to be filed as part of a Requested Registration unless (i) such securities are of the same class or for series as the account Registrable Securities covered by such registration statement, (ii) the holders of any other Person; PROVIDED that, a majority of the Registrable Securities covered by such registration statement consent to such inclusion in writing and (iii) if such Demand Requested Registration is in connection with an underwritten offering, the Company or such securityholders, as applicable, agree in writing to sell sell, subject to PARAGRAPH (f), their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any securityholders of the Company (other than the holders of Registrable Securities in such capacity) register securities of the Company in a Demand Requested Registration in accordance with this Section, such holders shall pay the fees and expenses of their counsel and their PRO RATA shareSHARE, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the Registration Expenses if the Registration Expenses for such registration are not paid by the Company for any reason.

Registration Requests. At If the Company fails to effect the registration referred to in Section 1 hereof, at any time and from time to time after the second anniversary of the Stage I Closing Date (such second anniversary being referred to herein as the "REGISTRATION RIGHTS DATE")June 1, 2000, upon the written request of the Holders of owning at least $1 million thirty three and one-third percent (33 1/3%) of the Registrable Securities (adjusted proportionately to reflect any stock dividend, subdivision, split or reverse stock split or the like effected with respect to the Common Stock) (the "REQUESTING HOLDERSNecessary Holders"), ) that the Company must effect the registration under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the "SECURITIES ACT") of all or part of such Holders' Registrable Securities and specifying (which request shall specify the number of Registrable Securities which the Requesting Holder proposes the Company to be registered register and the Requesting Holders' intended method of disposition thereof, which shall be no less than thirty three and one-third percent of the Registrable Securities), the Company will promptly, and in no event more than ten (10) Business Days after receipt of such request, give written notice (a "NOTICE OF DEMAND REGISTRATION") of such request to all other holders of Registrable Securities, and thereupon will shall use its best efforts to effect the registration under the Securities Act (a "DEMAND REGISTRATION") of: (i) of the Registrable Securities which the Company has been so requested by the Requesting Holders to register so as to permit their disposition pursuant to such registration and to effect the registration in accordance with the Requesting Holders' intended method of disposition of such Registrable Securities. If requested by such the Requesting Holder or Holders, and (ii) the method of disposition of all other Registrable Securities included in such registration shall be in an underwritten offering effected in accordance with Section 2.4(a). Notwithstanding the holders of which have made written requests to foregoing, the Company may postpone effecting a Requested Registration for a reasonable period of time (not to exceed sixty (60) days) after receipt of the Necessary Holders' written request therefor if: (a) the Board of Directors of the Company in good faith resolves that effecting the registration thereof would require the Company to make public disclosure of material, non-public information that, if publicly disclosed, would have a material adverse effect upon a material corporate development or transaction then pending or in progress that involves the Company; and (b) the Company notifies the Requesting Holders in writing, within twenty five (205) days after the giving Necessary Holders have requested such registration, of such postponement and the Notice grounds therefor; provided that the Company shall not postpone effecting such registration pursuant to this sentence more than once in any twelve (12) month period; and, provided, further, that the Company shall promptly proceed with its obligations hereunder to effect such registration once such information is publicly disclosed or the disclosure of Demand Registration (which requests shall specify the intended method of disposition thereof), all such information is not likely to the extent requisite to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registeredhave a material adverse effect upon such corporate development or transaction. The Company may and other securityholders who hold piggyback registration rights shall have the right to include in such registration other securities for sale for its own account or for the account of any other Person; PROVIDED that, if such Demand Registration is in connection with an underwritten offering, the Company or such securityholders, as applicable, agree in writing to sell their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any securityholders of the Company Company's Securities (other than the holders of Registrable Securities in such capacitySecurities) register securities of the Company in a Demand registration statement to be filed as part of a Requested Registration subject in accordance with this Section, such holders shall pay the fees and expenses of their counsel and their PRO RATA share, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the Registration Expenses if the Registration Expenses for such registration are not paid by the Company for any reasonall events to subsection (e) below.

Registration Requests. At If the Company shall receive (i) at any time six months after the effective date of an initial Public Offering, a written request from the holders of 10% or more of the Registrable Securities then outstanding or (ii) provided a Public Offering has not previously occurred, at any time after the second anniversary May 25, 2009, a written request from holders of a majority of the Stage I Closing Date outstanding Company Shares not owned (such second anniversary being referred to herein as legally or beneficially) by the "REGISTRATION RIGHTS DATE")▇▇▇▇▇▇▇ Funds or Affiliates thereof, upon the written request of the Holders of at least $1 million of Registrable Securities (adjusted proportionately to reflect any stock dividend, subdivision, split or reverse stock split or the like effected with respect to the Common Stock) (the "REQUESTING HOLDERS"), requesting that the Company must effect the file a registration statement under the Securities Act of 1933, as amended and covering the rules and regulations promulgated thereunder (the "SECURITIES ACT") registration of all or part of such Holders' the Registrable Securities held by such Investor or Investors (each, an “Initiating Investor”) and specifying the number of Registrable Securities to be registered and the intended method and place of disposition thereofthereof (provided that (i) in the case of a request for registration made pursuant to Section 1(a)(i), the anticipated aggregate offering price, before underwriting discounts and commissions, of the securities to be registered must exceed $75,000,000 and (ii) in the case of a request for registration made pursuant to Section 1(a)(ii), following the offering the Company will promptlyShares shall be listed on a Specified Exchange), then the Company shall, within ten days of the receipt thereof give written notice of such request to the other Investors and in no event more than ten (10shall, subject to the limitations of this Section 1(a) Business Days after and Section 1(b), use its reasonable efforts to effect as soon as practicable, following the receipt of such request, give written notice (a "NOTICE OF DEMAND REGISTRATION") of such request to all other holders of Registrable Securities, and thereupon will use its best efforts to effect the registration under the Securities Act (a "DEMAND REGISTRATION") of: (i) the of all Registrable Securities which the Company has been so requested to register by such Requesting Holder or Holders, and (ii) Initiating Investors and all other Registrable Securities the holders of participating Investors request to be registered (which have request must be made written requests to the Company for registration thereof within twenty (20) 20 days after the giving of the Notice mailing of Demand Registration (which requests shall specify such notice by the intended method of disposition thereofCompany), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered. The Company may include in such registration other securities for sale for its own account or for Notwithstanding the account of any other Person; PROVIDED that, if such Demand Registration is in connection with an underwritten offeringforegoing, the Company or such securityholders, as applicable, agree in writing may postpone taking action with respect to sell their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any securityholders a Requested Registration for a reasonable period of time after receipt of the Company original request (other than not exceeding 90 days) if, in the holders of Registrable Securities in such capacity) register securities good faith opinion of the Company in Company’s Board of Directors, effecting the registration would adversely affect a Demand Registration in accordance with this Sectionmaterial financing, acquisition, disposition of assets or stock, merger or other comparable transaction (or is prohibited under the terms of any such holders shall pay the fees and expenses of their counsel and their PRO RATA share, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the Registration Expenses if the Registration Expenses for such registration are not paid by transaction) or would require the Company for to make public disclosure of information the public disclosure of which would have a material adverse effect upon the Company; provided that the Company shall not delay such action pursuant to this sentence more than once in any reasontwelve-month period.

Registration Requests. At any time after the second anniversary of the Stage I Closing Date (such second anniversary being referred to herein as the "REGISTRATION RIGHTS DATE")date hereof, upon the written request of the one or more Initiating Holders of at least $1 million of Registrable Securities (adjusted proportionately to reflect any stock dividend, subdivision, split or reverse stock split or the like effected with respect to the Common Stock) (the "REQUESTING HOLDERS"), requesting that the Company must effect the registration under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the "SECURITIES ACT") of all or part of such Initiating Holders' ’ Registrable Securities and specifying the number of Registrable Securities to be registered and the intended method of disposition thereof, the Company will promptly, and in no event more than ten (10) Business Days after receipt of such request, give written notice (a "NOTICE OF DEMAND REGISTRATION"“Notice of Requested Registration”) of such request to all other holders of Registrable Securities, and thereupon will use its reasonable best efforts to effect the registration under the Securities Act (a "DEMAND REGISTRATION") of: (i) the Registrable Securities which the Company has been so requested to register by such Requesting Initiating Holder or Holders, and (ii) all other Registrable Securities the holders of which have made written requests to the Company for registration thereof within twenty (20) days after the giving of the Notice of Demand Requested Registration (which requests shall specify the intended method of disposition thereof), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered. The Company may include If requested by the holders of a majority of the Registrable Securities requested to be included in any Requested Registration, the method of disposition of all Registrable Securities included in such registration shall be an underwritten offering effected in accordance with Section 4(a). Neither the Company nor any of its securityholders shall have the right to include any of the Company’s securities (other than Registrable Securities) in a registration statement to be filed as part of a Requested Registration unless (i) such securities for sale for its own account or for are of the account same class as the Registrable Securities, (ii) the holders of any other Person; PROVIDED that, a majority of the Registrable Securities covered by such registration statement consent to such inclusion in writing and (iii) if such Demand Requested Registration is in connection with an underwritten offering, the Company or such securityholders, as applicable, agree in writing to sell sell, subject to paragraph (e), their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any securityholders of the Company (other than the holders of Registrable Securities in such capacity) register securities of the Company in a Demand Requested Registration in accordance with this Section, such holders shall pay the fees and expenses of their counsel and their PRO RATA pro rata share, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the Registration Expenses if the Registration Expenses for such registration are not paid by the Company for any reason.

Registration Requests. At any time after the second anniversary of the Stage I Closing Date (such second anniversary being referred Subject to herein as the "REGISTRATION RIGHTS DATE")Section 2.5, upon the receipt of a written request signed by CITIC (a “Notice of Demand Registration”) at any time within the ninety (90) day period immediately preceding the expiration of the Holders of at least $1 million of Registrable Securities (adjusted proportionately to reflect any stock dividendOne Year Lock-Up Period, subdivision, split or reverse stock split or the like effected with respect to the Common Stock) (the "REQUESTING HOLDERS"), the Company must effect the registration under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the "SECURITIES ACT") of all or part of such Holders' Registrable Securities and specifying the number of Registrable Securities One Year Lock-Up Shares to be registered and the intended method of disposition thereof, the Company will promptlyIssuer will, and in no event more than ten (10) Business Days after receipt as promptly as practicable following the expiration of such requestthe One Year Lock-Up Period, give written notice (a "NOTICE OF DEMAND REGISTRATION") of such request to all other holders of Registrable Securities, and thereupon will use its best efforts to effect the registration on Form S-3 under the Securities Act (a "DEMAND REGISTRATION") of: (i) of the offer and sale of the Registrable Securities which that the Company Issuer has been so requested to register by such Requesting Holder or the Holders, and (ii) all other Registrable Securities such that the holders of which have made written requests registration on Form S-3 with respect to such One Year Lock-Up Shares shall be effective immediately upon or as promptly as practicable following the Company for registration thereof within twenty (20) days after the giving expiration of the One Year Lock-Up Period. Subject to Section 2.5, upon receipt of a Notice of Demand Registration at any time within the ninety (which requests shall specify 90) day period immediately preceding the intended method expiration of disposition thereof)the Two Year Lock-Up Period, all to the extent requisite to permit Issuer will, as promptly as practicable following the disposition (in accordance with expiration of the intended methods thereof) Two Year Lock-Up Period, effect the registration on Form S-3 under the Securities Act of the offer and sale of the Registrable Securities (which may include One Year Lock-Up Shares or Two Year Lock-Up Shares of any combination thereof) that the Issuer has been so requested to register by the Holders, such that the registration on Form S-3 with respect to such shares shall be registeredeffective immediately upon or as promptly as practicable following the expiration of the Two Year Lock-Up Period. The Company Registration Rights set forth in this Section 2.1(a) are referred to herein as “Demand Registrations”. Notwithstanding anything to the contrary herein, unless otherwise agreed by the Issuer, (i) no Demand Registration may include more than 4,025,105 Strategic Shares (as adjusted for share splits, share dividends and the like) and (ii) in no event will the Issuer be obligated to effect (which shall mean that such registrations shall have been declared or ordered effective) more than two (2) Demand Registrations under this Agreement. The Issuer may include in such registration any Demand Registration other securities for sale for (x) its own account or (y) for the account of any other Person; PROVIDED that, if such Demand Registration is in connection with an underwritten offering, the Company or such securityholders, as applicable, agree in writing to sell their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any securityholders of the Company Person (other than the holders of Registrable Securities in such capacityHolders or their Affiliates) register securities of who is contractually entitled to demand or piggy-back registration pursuant to registration rights granted by the Company in a Demand Registration in accordance with this Section, such holders shall pay Issuer prior to or after the fees and expenses of their counsel and their PRO RATA share, on the basis of the respective amounts of the securities included in such registration on behalf of date hereof (each such holderPerson an “Other Registration Rights Holder” and collectively, of the “Other Registration Expenses if the Registration Expenses for such registration are not paid by the Company for any reasonRights Holders”).

Registration Requests. At any time after the second anniversary Each of the Stage I Closing Date Nexus, Nexus Partners I, LLC and BAS Capital Funding Corp. (such second anniversary being referred to herein as the "REGISTRATION RIGHTS DATE"“BASCFC”), upon the written request of the Holders as well as any transferee of at least $1 million five percent (5%) of the Registrable Securities (as adjusted proportionately to reflect any stock dividendsplits, subdivisionreverse stock-splits, split stock dividends and similar events) held by the BA Investors as of the Signing Date and designated in writing as such by BASCFC (a “Significant BA Transferee” and collectively with Nexus, Nexus Partners I, LLC, and BASCFC, each a “Primary Demand Rights Holder”) may, at any time and from time to time, require that the Company take, at the Company’s expense, all requisite actions necessary or reverse stock split advisable in the opinion of any Primary Demand Rights Holder to consummate Public Offerings, each on terms and conditions acceptable to each of the Primary Demand Rights Holders and enable each BA Investor to freely sell all (or the like effected with respect such lesser portion as may be agreed to by such BA Investor) of its Registrable Securities. There shall be no limit as to the Common Stocknumber of Public Offerings that may be required or otherwise requested by any of the Primary Demand Rights Holders pursuant to this Section 1. At any time following the sixth anniversary of a Qualified Public Offering and from time to time thereafter, the Grupo VAC Representative shall have the right to require that the Company take all requisite actions necessary or advisable in the opinion of the Grupo VAC Representative to consummate 1 (one) or more Public Offerings, on terms and conditions acceptable to the Grupo VAC Representative and enable each Grupo VAC Investor to freely sell all (or such lesser portion as may be agreed to by the "REQUESTING HOLDERS"Grupo VAC Investor) of its Registrable Securities. At the request of any Primary Demand Rights Holder at any time following a Qualified Public Offering (or at the request of the Grupo VAC Representative at any time following the sixth anniversary of a Qualified Public Offering), the Company must effect the registration under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the "SECURITIES ACT") of all or part of such Holders' Registrable Securities and specifying the number of Registrable Securities to be registered and the intended method of disposition thereof, the Company will promptly, and in no event more than ten (10) Business Days after receipt of such request, give written notice (a "NOTICE OF DEMAND REGISTRATION") of such request to all other holders of Registrable Securities, and thereupon will shall use its best efforts to effect file with the Securities and Exchange Commission a shelf registration statement pursuant to Rule 415 promulgated under the Securities Act (a "DEMAND REGISTRATION") of: (i) registering the Registrable Securities which the Company has been so requested to register by such Requesting Holder or Holders, and (ii) all other Registrable Securities the holders of which have made written requests to the Company for registration thereof within twenty (20) days after the giving of the Notice of Demand Registration (which requests shall specify the intended method of disposition thereof), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof) public offer and sale of the Registrable Securities so held by the Investors. Upon receipt of a request to be registered. The Company may include in take action pursuant to this Section 1(a) (each such registration other securities for sale for its own account or for the account of any other Person; PROVIDED thatrequest, if such Demand a “Registration is in connection with an underwritten offeringRequest”), the Company or such securityholdersshall take all requisite actions, at the Company’s expense, to permit the Investors to sell, as applicablesoon as practicable, agree in writing to sell their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any securityholders of the Company (other than the held by them pursuant to a registered Public Offering and to enable such holders of to freely Transfer their Registrable Securities in the appropriate market as registered securities under applicable securities law, as soon as practicable after such capacity) register securities of the Company in a Demand Registration in accordance with this Section, such holders shall pay the fees and expenses of their counsel and their PRO RATA share, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the Registration Expenses if the Registration Expenses for such registration are not paid by the Company for any reasonRequest.

Registration Requests. At any time (i) If the Company has failed to cause the Equity Shelf Registration Statement to be declared effective within 120 days after the second anniversary of date hereof or, if prior to such 120th day the Stage I Closing Date (such second anniversary being referred to herein as the "REGISTRATION RIGHTS DATE")Company shall have effected a Public Offering, upon the written request of the one or more Requesting Holders of at least $1 million of Registrable Securities (adjusted proportionately to reflect any stock dividend, subdivision, split or reverse stock split or the like effected with respect to the Common Stock) (the "REQUESTING HOLDERS"), requesting that the Company must effect the registration under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the "SECURITIES ACT") of all or part of such Requesting Holders' Registrable Equity Securities and specifying the number of Registrable Equity Securities to be registered and the intended method of disposition thereof, the Company will promptly, and in no event more than ten five (105) Business Days after receipt of such request, give written notice (a "NOTICE OF DEMAND REQUESTED REGISTRATION") of such request to all other holders of Registrable Equity Securities, and thereupon will use its reasonable best efforts to effect the registration under the Securities Act (a "DEMAND REGISTRATION") of: (i) of the Registrable Equity Securities which the Company has been so requested to register in writing within ten (10) Business Days after receiving the Notice of Requested Registration by such Requesting Holder or Holders, and (ii) all other Registrable Securities the holders of which have made written requests to the Company for registration thereof within twenty (20) days after the giving of the Notice of Demand Registration (which requests shall specify the intended method of disposition thereof), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof) of the Registrable Equity Securities so to be registered. The Company may include If requested by the holders of a majority of the Registrable Equity Securities requested to be included in any Requested Registration, the method of disposition of Registrable Equity Securities and any other securities included in such registration shall be an underwritten offering effected in accordance with SECTION 4(a). (ii) If the Company has failed to cause the Debt Shelf Registration Statement to be declared effective within 180 days after the date on which the Company receives written notice from the Investor that it has acquired or purchased Registrable Debt Securities, upon the written request of one or more Requesting Holders requesting that the Company effect the registration under the Securities Act of all or part of such Requesting Holders' Registrable Debt Securities and specifying the number of Registrable Debt Securities to be registered and the intended method of disposition thereof, the Company will promptly, and in no event more than five (5) Business Days after receipt of such request, give a Notice of Requested Registration of such request to all other holders of Registrable Debt Securities and thereupon will use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Debt Securities which the Company has been so requested to register in writing within ten (10) Business Days after receiving the Notice of Requested Registration by such Requesting Holder or Holders, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof) of the Registrable Debt Securities so to be registered. (iii) Notwithstanding the foregoing, the Company may postpone taking action with respect to a Requested Registration for a reasonable period of time after receipt of the original request (not exceeding forty-five (45) days) if, in the good faith opinion of the Company's Board of Directors, effecting the registration would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect upon the Company, PROVIDED that the Company shall not delay such action pursuant to this sentence more than once in any twelve (12) month period. Neither the Company nor any of its securityholders shall have the right to include any of the Company's securities for sale for its own account (other than Registrable Securities) in a registration statement to be filed as part of a Requested Registration unless (i) such securities are of the same class or for series as the account Registrable Securities covered by such registration statement, (ii) the holders of any other Person; PROVIDED that, a majority of the Registrable Securities covered by such registration statement consent to such inclusion in writing and (iii) if such Demand Requested Registration is in connection with an underwritten offering, the Company or such securityholders, as applicable, agree in writing to sell sell, subject to PARAGRAPH (f), their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any securityholders of the Company (other than the holders of Registrable Securities in such capacity) register securities of the Company in a Demand Requested Registration in accordance with this Section, such holders shall pay the fees and expenses of their counsel and their PRO RATA share, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the Registration Expenses if the Registration Expenses for such registration are not paid by the Company for any reason.

Registration Requests. At any time after the second anniversary of the Stage I Closing Date (such second anniversary being referred to herein as the "REGISTRATION RIGHTS DATE"), upon Upon the written request of the one or more Initiating Holders of at least $1 million of Registrable Securities (adjusted proportionately to reflect any stock dividend, subdivision, split or reverse stock split or the like effected with respect to the Common Stock) (the "REQUESTING HOLDERS"), holding a majority of all then outstanding Registrable Securities requesting that the Company must effect the registration under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the "SECURITIES ACT") of all or part of such Initiating Holders' ’ Registrable Securities and specifying the number of Registrable Securities to be registered and the intended method of disposition thereof, the Company will promptly, and in no event more than ten (10) Business Days business days after receipt of such request, give written notice (a "NOTICE OF DEMAND REGISTRATION"“Notice of Requested Registration”) of such request to all other holders of Registrable Securities, and thereupon will use its best efforts to effect the registration under the Securities Act of (a "DEMAND REGISTRATION") of: (ia) the Registrable Securities which the Company has been so requested to register by such Requesting Initiating Holder or Holders, and and (iib) all other Registrable Securities the holders of which have made written requests to the Company for registration thereof within twenty fifteen (2015) calendar days after the giving of the Notice of Demand Registration (which requests shall specify the intended method of disposition thereof)Requested Registration, all to the extent requisite necessary to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so to be registered. The If requested by the holders of a majority of the Registrable Securities requested to be included in any Requested Registration, the method of disposition of all Registrable Securities and any other securities included in such registration shall be an underwritten offering effected in accordance with Section 6.1. Subject to Section 1.5, the Company may include in such registration other securities for sale for its own account or for the account of any other Person; PROVIDED that, if such Demand Registration is in connection with an underwritten offering, the Company or such securityholders, as applicable, agree in writing to sell their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any securityholders of the Company (other than the holders of Registrable Securities in such capacity) register securities of the Company in a Demand Registration in accordance with this Section, such holders shall pay the fees and expenses of their counsel and their PRO RATA share, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the Registration Expenses if the Registration Expenses for such registration are not paid by the Company for any reason.

Registration Requests. At Subject to the provisions of this Section 3, at any time and from time to time after the second anniversary Final Lock-up Release Date, each of (i) GBL and (ii) the Stage I Closing Date other Major Webhelp Stockholders may make a written request (such second anniversary being referred to herein as request, a “Demand Registration Request” and the "REGISTRATION RIGHTS DATE"Major Webhelp Stockholder(s) submitting such request, the “Demanding Holder(s), upon the written request of the Holders of at least $1 million of Registrable Securities (adjusted proportionately to reflect any stock dividend, subdivision, split or reverse stock split or the like effected with respect ”) to the Common Stock) (the "REQUESTING HOLDERS"), the Company must effect the registration under the Securities Act of 1933, as amended and the rules and regulations promulgated thereunder (the "SECURITIES ACT") Corporation for Registration of all or part of such Holders' their Registrable Securities on Form S-3 or any similar short-form registration statement, or, if the Corporation is not then eligible to file on Form S-3, on Form S-1 or any other appropriate form under the Securities Act, including by means of an Underwritten Public Offering. If the Corporation is a WKSI at the time any such Demand Registration Request is submitted to the Corporation or will become one by the time of the filing of such Registration Statement, the Demand Registration Request may specify that such Registration Statement be an Automatic Shelf Registration Statement. Any Demand Registration Request must be for (i) Registrable Securities with an aggregate total offering price reasonably expected to be at least $100 million in the aggregate or (ii) such number of Registrable Securities representing all of such Demanding Holder’s Registrable Securities, and specifying the number Major Webhelp Stockholders may make only two Demand Registration Requests in any rolling twelve-month period. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “Demand Registration”. The Corporation shall not be obligated to take any action to effect any Demand Registration if a Piggyback Registration or an Underwritten Public Offering was consummated within the preceding ninety (90) calendar days (unless otherwise consented to by the Corporation). All Demand Registration Requests made pursuant to this Section 3 will specify the aggregate amount of Registrable Securities to be registered and registered, the intended method methods of disposition thereofthereof and whether the Demand Registration shall be in the form of an Underwritten Public Offering, and if such Underwritten Public Offering shall be in the form of a Shelf Block Trade, the Company will promptly, and time periods set forth in no event more than ten (10Section 4(d) Business Days after shall be applicable. As promptly as reasonably practicable upon receipt of such requesta Demand Registration Request, give written notice (a "NOTICE OF DEMAND REGISTRATION") of such request to all other holders of Registrable Securities, and thereupon the Corporation will use its best commercially reasonable efforts to effect such Registration as soon as practicable following such request (subject to any lock-up restrictions) and to the registration under Corporation’s reasonable ability to comply with the Securities Act (a "DEMAND REGISTRATION") of: (i) Regulation S-X age of financial statement requirements for financial statements to be included in such Registration Statement of the Registrable Securities which that the Company Corporation has been so requested to register by such Requesting Holder register, including, without limitation, filing post-effective amendments, amending or Holderssupplementing a Shelf Registration Statement, and (ii) appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with the applicable regulations promulgated under the Securities Act, subject in all other Registrable Securities the holders of which have made written requests respects to the Company for registration thereof within twenty (20) days after Corporation’s receipt of all information from the giving of the Notice of Demand Registration (which requests shall specify the intended method of disposition thereof), all to the extent requisite to permit the disposition (in accordance with the intended methods thereof) of the Registrable Securities so Major Webhelp Stockholders that is required by law to be registered. The Company may include in such registration other securities for sale for its own account or for the account of any other Person; PROVIDED that, if such Demand Registration is in connection with an underwritten offering, the Company or such securityholders, as applicable, agree in writing to sell their securities on the same terms and conditions as apply to the Registrable Securities being sold. If any securityholders of the Company (other than the holders of Registrable Securities in such capacity) register securities of the Company in a Demand Registration in accordance with this Section, such holders shall pay the fees and expenses of their counsel and their PRO RATA share, on the basis of the respective amounts of the securities included in such registration on behalf of each such holder, of the applicable Registration Expenses if the Registration Expenses for such registration are not paid by the Company for any reasonStatement.