Registration Upon Request. (a) At any time beginning on the date that is 180 days after the closing date of the Company's initial public offering, Holders holding an aggregate of at least thirty-three and one-third percent (331/3%) of the then-outstanding Registrable Securities, from time to time, shall be entitled (subject to Section 12 hereof) to make a written request (a "Demand Notice") to the Company requesting that the Company effect the registration under the Securities Act of a number of Registrable Securities with a market value of at least twenty million dollars ($20,000,000) on the date of such request, stating the intended method of disposition of such Registrable Securities; provided, however, that such a demand (a "Registration Demand") may not be made more than four (4) times in the aggregate and may not be made more than once in any twelve-month period; and provided further, the Registration Demand shall not be deemed made if (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided that a Registration Demand will be deemed made by the Selling Holders if the Registration Statement was withdrawn due to a material adverse change in general market conditions or in the Company's business of which the Holder(s) that provided the Demand Notice were aware at the time the Demand Notice was provided), (ii) a stop order, injunction or other order interferes with or prevents the contemplated method of distribution or (iii) the number of Registrable Securities requested to be included in the registration is reduced by 25% or more pursuant to Section 2.1(c), and, in each case, the Registration Expenses (other than Indirect Expenses) are paid by the Holders. Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration, so long as such other Holders notify the Company in writing of the amount of Registrable Securities that they wish to register within fifteen (15) business days of the date of such notice. A Registration Demand made by any Holder is deemed to be made by all Holders for purposes of tabulating the number of Registration Demands that may be made in any twelve month period or in total.
Registration Upon Request. (a) At any time beginning 180 days after the date hereof, the Majority Holders may request by written notice (a "Demand Notice") to the Company that the Company effect the registration under the Securities Act of a number of Registrable Securities at least equal to 5% of the shares of the Common Stock then outstanding, stating the intended method of disposition of such shares. The registration rights contemplated by this Section 2.1 may be exercised only three (3) times by the Majority Holders during the term of this Agreement; provided, however, the request for registration shall -------- ------- not be deemed made if either (i) the Registration Statement does not become effective under the Securities Act (including without limitation if the Selling Holders withdraw the Registration Statement, provided in case of such withdrawal the request for registration will be deemed made unless the Selling Holders reimburse the Company for its reasonable expenses in connection with such Registration Statement) or a stop order, injunction or other order interferes or prevents the contemplated method of distribution or (ii) the number of Registrable Securities requested to be included in the registration is reduced by 15% or more pursuant to Section 2.1(c). Within five (5) business days after receipt of a Demand Notice, the Company shall notify all other Holders and offer to them the opportunity to include their Registrable Securities in such registration.
Registration Upon Request. In the event that the Company shall receive from Investors holding twenty (20) percent of the Registrable Shares then outstanding a written request or requests that the Company effect a registration on Form S-3 (or any applicable successor Form) with respect to all or a part of the Registrable Shares owned by such Investors, then the Company will promptly use its best efforts to effect such registration of all or such portion of such Investors' Registrable Shares as are specified in such request; PROVIDED that, if the Company has been given a notice of the type specified in Section 2.1, 3 or this Section 4.1, the Company is not at such time continuing to pursue the registration referred to in such notice. Promptly after receipt by the Company of a notice requesting registration pursuant to this Section 4.1, the Company shall give to each Investor written notice of such request for registration. Upon the written request of any Investor given within ten days after the giving of any such notice by the Company, the Company shall use its best efforts to cause to be included in such registration the Registrable Shares of such Investor, to the extent requested to be registered. Subject to Section 4.3, the Company may include in any registration pursuant to this Section 4.1 additional shares of Common Stock for sale for its own account or for the account of any other Person. No registration under this Section 4.1 shall be underwritten unless the Company shall otherwise elect in its sole and absolute discretion.
Registration Upon Request. If the Company shall be requested in writing at any time or from time to time by any of CHP, Dresdner and Offshore (hereinafter the "Initiating Stockholder"), to effect the registration under the Securities Act of a number of shares of Common Stock or Preferred Stock (which request shall specify the aggregate number of shares of Common Stock and Preferred Stock intended to be offered and sold by the Initiating Stockholder, shall describe the nature or method of the proposed offer and sale thereof and shall contain an undertaking by the Initiating Stockholder to cooperate with the Company in order to permit the Company to comply with all applicable requirements of the Securities Act and the rules and regulations thereunder and to obtain acceleration of the effective date of the registration statement), the Company shall (i) promptly notify each of the remaining Stockholders of such proposed registration, and (ii) use its best efforts to effect, as expeditiously as possible, the registration (and to keep such registration continuously effective until all of the shares covered thereby have been distributed) on an appropriate form under the Securities Act of the Common Stock and Preferred Stock which the Company has been requested to register by the Initiating Stockholder and each other Stockholder requesting registration by notice to the Company within 20 days of delivery of the Company's notice, subject to the limitations set forth in Section 5(c)(1) hereof. If the Initiating Stockholder so elects, the offering of all or a portion of such Common Stock and Preferred Stock pursuant to the registration shall be in the form of an underwritten offering and the managing underwriter or underwriters selected for such offering shall be selected by the Initiating Stockholder and reasonably acceptable to the Company. The Initiating Stockholder shall provide the Company with notice of the identify of the managing underwriter or underwriters it has selected a reasonable time prior to the commencement of any such underwritten offering.
Registration Upon Request. Subject to the provisions of Section 2.4 below, at any time, and from time to time after, the earlier of (a) January 31, 2003 or (b) the date that is six months after the IPO, if the holders of (x) at least a majority of the Registrable Shares, (y) at least 60% of the Class B Preferred Shares or (z) at least 60% of the Class C Preferred Shares provide the Company with a written request for registration under the Securities Act of any of their Registrable Shares on Form S-1 or any similar long-form registration ("Long-Form Registration"), which request specifies the approximate number of Registrable Shares requested to be registered and the anticipated per share price range for such offering and must result in aggregate proceeds of at least $10,000,000, then within 10 days after receipt of any such request, the Company shall give written notice of such requested registration to all other Investors and shall include in the registration all Registrable Shares with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice. Thereafter, subject to the conditions, limitations and provisions set forth below in Sections 2.3, 2.4 and 5, the Company shall promptly prepare and file, and use its best efforts to prosecute to effectiveness, an appropriate filing with the Commission of a registration statement covering all of those Registrable Shares with respect to which registration under the Securities Act has been requested by the Investors as provided herein. Subject to the provisions of Section 2.3 below, the Company may include in any registration pursuant to this Section 2.1 additional shares of Common Stock for sale for its own account or for the account of any other Person.
Registration Upon Request. (a) Upon the written request of the holder or holders of Registrable Shares that are MSCP Securityholders or Co-Investors requesting that the Company effect the registration under the 1933 Act of all or part of the Registrable Shares held by such holder or holders and specifying the intended method or methods of disposition of such Registrable Shares (including pursuant to Rule 415 under the 1933 Act), the Company will promptly give written notice of such requested registration to all holders of Registrable Shares and thereupon will use its best efforts to effect the registration under the 1933 Act, as expeditiously as is reasonable, of:
Registration Upon Request. (i) (x) At any time after the Closing Date, until such time at which the Company is eligible to file and maintain the effectiveness of, a registration statement on Form S-3 or any successor form thereto for a public offering of shares held by the Investors (such period of S-3 eligibility, the "S-3 Eligibility Period"), upon the request of any Investor or Investors holding Registrable Securities (as defined below) constituting at least forty percent (40%) in interest of all Registrable Securities then outstanding, the Company shall use its reasonable best efforts to register under the Securities Act all or any portion of the Registrable Securities held by such requesting Investor or Investors for sale in the manner specified in such notice, provided that the reasonably anticipated aggregate price to the public of such offering shall exceed $1,000,000. At any time other than an S-3 Eligibility Period or in the event the Company ceases to be S-3 eligible following the S-3 Eligibility Period, the Company shall prepare a registration statement (a "Demand Registration Statement") on Form S-1, Form SB-1 or such other appropriate or available registration form of the SEC, utilizing Rule 415 under the Securities Act if so requested, with respect to any Demand Registration Statement. The Company shall not be required to effect more than three Demand Registration Statements in the aggregate, provided, however that if the number of shares requested by any Investor to be included in all prior Demand Registration Statements has been reduced by twenty-five percent (25)% or more pursuant to Section 3.9(a)(v) hereof, the Company shall be required to effect one additional Demand Registration Statement if so requested in accordance with this clause (x), provided, further, that in the case of any such reduction, the Company shall not be required to effect more than four (4) Demand Registration Statements in the aggregate.
Registration Upon Request. (i) If, at any time after the Closing Date and prior to the third anniversary of the Closing Date, the Investor is or is deemed to be an “affiliate” of the Company within the meaning of Rule 144(a)(1) under the Securities Act, upon the request of the Investor, the Company shall use its reasonable best efforts to register under the Securities Act all or any portion of the Purchased Shares and any shares acquired pursuant to Section 3.1, held by the Investor for sale in the manner specified in such notice, provided that the reasonably anticipated aggregate price to the public of such offering shall exceed $1,000,000. The Company shall prepare a registration statement (a “Demand Registration Statement”) on Form S-3 or such other appropriate or available registration form of the SEC, utilizing Rule 415 to the extent possible under the Securities Act if so requested, with respect to any Demand Registration Statement. The Company shall not be required to effect more than one Demand Registration Statement, provided, however that if the number of shares requested by the Investor to be included in the Demand Registration Statement has been reduced by twenty-five percent (25%) or more pursuant to Section 3.2(a)(iv), the Company shall be required to effect one additional Demand Registration Statement if so requested in accordance with this clause (i), provided, further, that in the case of any such reduction, the Company shall not be required to effect more than two (2) Demand Registration Statements in the aggregate.
Registration Upon Request. 9 SECTION 5.02.
Registration Upon Request. Promptly upon the written request by the holders of a majority of the Shares, as one group, made at any time or from time to time, and, in any event, within 90 days of such request, the Company shall use its reasonable efforts to file a registration statement under the United States Securities Act of 1933 and the rules and regulations thereunder, all as amended from time to time (collectively, the "Act"), covering all Shares that any Preferred Shareholders desire to register, and shall use its reasonable efforts to cause such registration statement to become effective as soon as practicable. The Company shall promptly notify any Preferred Shareholders who are then holders of Shares, other than those requesting the registration, and afford them the opportunity of including in the registration such Shares owned by them as they shall specify in a written notice delivered to the Company within 30 days after their receipt of the Company's notice of the proposed filing. No other persons shall be entitled to include any securities in any registration pursuant to this Section 1 without the consent of a majority in interest of the Investors participating in the registration. The Company shall not be required to effect more than an aggregate of two registrations pursuant to this Section 1, shall not be required to effect more than one registration during any 12-month period pursuant to this Section 1, and shall not be required to effect any registration for any Preferred Shareholder who could dispose of all of its Shares within 12 months without registration pursuant to Rule 144 promulgated under the Act. In addition, the Company shall not be required to effect any registration pursuant to this Section 1 prior to the second anniversary of the closing of the Company's first public offering of its securities registered under the Act. The Company shall have the right to defer filing a registration statement under the Act pursuant to this Section 1 not more than once in any 12-month period if the Board of the Directors of the Company shall determine that it would be seriously detrimental to the Company to file such registration statement at the date the filing would otherwise be required under this Agreement, in which case the Company shall have an additional period of not more than 120 days within which to file such registration statement.
