Common use of Request by Holders Clause in Contracts

Request by Holders. If the Company receives at any time a written request (specifying the number of Registrable Securities requested to be Registered and the proposed method of distribution thereof) from an Initiating Holder that the Company file a registration statement under the Act covering the Registration of all or a portion of such Initiating Holder’s Registrable Securities pursuant to this Section 3(a), then the Company will, within ten (10) business days after the receipt of such written request, give written notice of such request (a “Request Notice”) to all Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and effect, as soon as practicable thereafter (but in no event later than thirty (30) days after its receipt of such request), the Registration and all such qualifications and compliances as may be required to facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such request by the Initiating Holder and any additional requests by other Holders received by the Company within fifteen (15) days after receipt of the Request Notice to include Registrable Securities of the same class as specified in the request by the Initiating Holder, subject only to the limitations of this Section 3(a); except that the Registrable Securities requested to be Registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less than $50,000,000. A Holder’s right to include its Registrable Securities in a Registration will be conditioned upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration).

Request by Holders. If the Company receives Tality shall, at any time after the expiration of the 180-day "lock-up" period pursuant to the Underwriting Agreement (the "Lock-Up Expiration Date"), receive a written request from Cadence, Holdings or any subsequent Holder of LP Units originally issued to Cadence, Holdings or any other member of the Cadence Group (specifying or any Registrable Securities issued in exchange therefor) holding at least ten percent (10%) of the aggregate outstanding number of Registrable Securities requested to be Registered and the proposed method of distribution thereof) from an Initiating Holder such LP Units that the Company Tality file a registration statement on form S-1 (or any successor form thereto) under the Securities Act covering the Registration registration of all or a portion of such Initiating Holder’s Registrable Securities pursuant to this Section 3(a3.4(b), then the Company willTality shall, within ten (10) business days Business Days after the receipt of such written request, give written notice of such request (a “"Request Notice”") to all Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and use its best efforts to effect, as soon as practicable thereafter (but in no event later than thirty (30) days after its receipt of such request)practicable, the Registration and all such qualifications and compliances as may be required to facilitate registration under the sale and distribution Securities Act of all or such portion of the Registrable Securities as are specified that Holders request to be registered and included in such request registration by the Initiating Holder and any additional requests written notice given by other such Holders received by the Company to Tality within fifteen twenty (1520) days after receipt of the Request Notice to include Registrable Securities of the same class as specified in the request by the Initiating HolderNotice, subject only to the limitations of this Section 3(a3.4(b); except provided, however, that the Registrable Securities requested by all Holders to be Registered registered pursuant to such request must have an anticipated aggregate price to the public be at least ten percent (before any underwriting discounts and commissions10%) of not less than $50,000,000. A Holder’s right to include its all Registrable Securities in a Registration will then held by or issuable to them; provided further, that Tality shall not be conditioned upon obligated to effect any such registration if Tality has, within the timely provision by such Holder six (6) month period preceding the date of such information as request, already effected a registration under the Company may reasonably request relating Securities Act pursuant to this Section 3.4(b) or Section 3.4(d), or in which the disclosure requirements Holders had an opportunity to participate pursuant to Section 3.4(c), other than a registration from which the Registrable Securities of Item 507 of Regulation S-K Holders have been excluded (with respect to all or any similar disclosure requirement applicable portion of the Registrable Securities the Holders requested be included in such registration) pursuant to such RegistrationSection 3.4(c)(i).

Request by Holders. If the Company receives at any time a written request (specifying the number of Registrable Securities requested to be Registered and the proposed method of distribution thereof) from an Initiating Holder that the Company file a registration statement under the Act covering the Registration of all or a portion of such Initiating Holder’s Registrable Securities pursuant to this Section 3(a3(b), then the Company will, within ten (10) business days after the receipt of such written request, give written notice of such request (a “Request Notice”) to all Initiating Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and effectfile, as soon as practicable thereafter (but in no event later than thirty (30) days after its receipt of such requestrequest from the Initiating Holder), a registration statement to effect the Registration and all such qualifications and compliances as may be required to facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such request by the Initiating Holder and any additional requests by other Initiating Holders received by the Company within fifteen (15) days after receipt of the Request Notice to include Registrable Securities of the same class as specified in the request by the Initiating HolderNotice, subject only to the limitations of this Section 3(a3(b); except that the Registrable Securities requested to be Registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less than $50,000,00025,000,000. A An Initiating Holder’s right to include its Registrable Securities in a Registration will be conditioned upon the timely provision by such Initiating Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration).

Request by Holders. If the Company receives at any time a written request (specifying the number of Registrable Securities requested to be Registered and the proposed method of distribution thereof) from an Initiating Holder that the Company file a registration statement under the Act covering the Registration of all or a portion of such Initiating Holder’s Registrable Securities pursuant to this Section 3(a), then the Company will, within ten (10) business days after the receipt of such written request, give written notice of such request (a “Request Notice”) to all Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and effect, as soon as practicable thereafter (but in no event later than thirty (30) days after its receipt of such request), the Registration and all such qualifications and compliances as may be required to facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such request by the Initiating Holder and any additional requests by other Holders received by the Company within fifteen (15) days after receipt of the Request Notice to include Registrable Securities of the same class as specified in the request by the Initiating HolderNotice, subject only to the limitations of this Section 3(a); except that the Registrable Securities requested to be Registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less than $50,000,000. A Holder’s right to include its Registrable Securities in a Registration will be conditioned upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration).

Request by Holders. If the Company receives shall receive at any time a written request (specifying from the number of Registrable Securities requested to be Registered and the proposed method of distribution thereof) from an Initiating Holder that Holders that, on or after October 9, 2008, the Company file a registration statement under the Securities Act covering the Registration registration of all or a portion of such Initiating Holder’s Registrable Securities pursuant to this Section 3(a1.2 (a "Request"), then the Company will, within ten (10) business days after the receipt of such written request, give written notice of such request (a “Request Notice”) to all Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and shall effect, as soon as practicable thereafter practicable, the registration under the Securities Act of all Registrable Securities which Holders request to be registered and included in such registration; provided, however, that the Registrable Securities requested by the Holders to be registered pursuant to such request must not be an amount greater than two million (2,000,000) shares of Common Stock nor in an amount less than five hundred thousand (500,000) shares. Without limiting the generality of the foregoing, to the extent that the Company has shares available under an effective shelf registration statement on Form S-3 (the "Shelf Registration Statement"), to the extent permitted by the rules and regulations of the Commission, the Company shall first file a prospectus supplement under such Shelf Registration Statement with respect to the lesser of (1) the number of shares requested to be registered by the Holders pursuant to the Request or (2) the number of shares remaining available under such Shelf Registration Statement. Any shares which cannot be included under the Shelf Registration Statement, whether due to lack of availability under the Shelf Registration Statement or due to the rules and regulations of the Commission, shall be subject to a separate registration statement filed by the Company, which separate registration statement shall be filed as soon as practicable, but in no event later than thirty (30) 30 days after its the receipt of such request), the Registration and all such qualifications and compliances as may be required to facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such request by the Initiating Holder and any additional requests by other Holders received by the Company within fifteen (15) days after receipt of the Request Notice to include Registrable Securities of the same class as specified in the request by the Initiating Holder, subject only to the limitations of this Section 3(a); except that the Registrable Securities requested to be Registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less than $50,000,000. A Holder’s right to include its Registrable Securities in a Registration will be conditioned upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration)Request.

Request by Holders. If At any time on or after the Closing Date, if the Company receives at any time a written request (specifying from Holders owning at least 50% of the number of Registrable Securities requested to be Registered and (the proposed method of distribution thereof“Requesting Holders”) from an Initiating Holder that the Company file a registration statement under the Act covering the Registration of all or a portion of such Initiating Holder’s register Registrable Securities pursuant to this Section 3(aheld by Requesting Holders (a “Demand Request”), then the Company willshall, within ten (10) business days after the receipt of such written requestDemand Request, give written notice of such request (a “Request Notice”) to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, and any other holders (y) state the intended method or methods of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and effect, as soon as practicable thereafter (but in no event later than thirty (30) days after its receipt of such request), the Registration and all such qualifications and compliances as may be required to facilitate the sale and distribution of all or such portion disposition of the Registrable Securities as are specified in such request by and (z) specify the Initiating Holder and any additional requests by other Holders received by the Company within fifteen expected price range (15) days after receipt net of the Request Notice to include Registrable Securities of the same class as specified in the request by the Initiating Holder, subject only to the limitations of this Section 3(a); except that the Registrable Securities requested to be Registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of not less than $50,000,000. A Holder’s right a Demand Request, the Company shall: (i) cause to include its be filed, as soon as practicable, but within 30 days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within 20 days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in a Registration will accordance with the intended method of distribution specified in such Demand Request, together with, subject to Section 2.1(e), any additional shares of Common Stock to be conditioned upon the timely provision issued by such Holder of such information as the Company or owned by any other holder that may reasonably request relating be entitled to participate in such registration, that the disclosure requirements of Item 507 of Regulation S-K Company or such holder may desire to sell in connection with the proposed distribution; and (or any similar disclosure requirement applicable ii) use commercially reasonable efforts to have such Registration)Registration Statement declared effective by the SEC as soon as practicable thereafter.

Request by Holders. If the Company receives shall receive at any ------------------ time after the later of (i) December 31, 2001, or (ii) six (6) months after the effective date of the Company's initial public offering of its securities pursuant to a registration filed under the 1933 Act, a written request (specifying from the number Holders of at least a majority of the Registrable Securities requested to be Registered and the proposed method of distribution thereof) from an Initiating Holder then outstanding that the Company file a registration statement under the 1933 Act covering the Registration registration of all or a portion of such Initiating Holder’s Registrable Securities pursuant to this Section 3(a)1.2, then the Company willshall, within ten (10) business days after of the receipt of such written request, give written notice of such request (a “"Request Notice”") to all Holders, and any other holders of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and use its best efforts to effect, as soon as practicable thereafter (but in no event later than thirty (30) days after its receipt of such request)practicable, the Registration and all such qualifications and compliances as may be required to facilitate registration under the sale and distribution 1933 Act of all or such portion of the Registrable Securities as are specified which Holders request to be registered and included in such request registration by the Initiating Holder and any additional requests by other written notice given such Holders received by to the Company within fifteen twenty (1520) days after receipt of the Request Notice to include Registrable Securities of the same class as specified in the request by the Initiating HolderNotice, subject only to the limitations of this Section 3(a)1.2; except provided that the -------- Registrable Securities requested by all Holders to be Registered registered pursuant to such request must either (i) be at least fifty percent (50%) of all Registrable Securities then outstanding or (ii) have an anticipated aggregate public offering price to the public (before any underwriting discounts and commissions) of not less than $50,000,0002,500,000. A Holder’s right The Company shall not be obligated to include its Registrable Securities in a Registration will be conditioned upon the timely provision by effect any such Holder of such information as registration, qualification or compliance pursuant to this Section 1.2: (i) if the Company may reasonably has, within a six (6) month period preceding the date of the Initiating Holders' (as defined below) request relating for registration, already affected a public offering of its securities pursuant to a registration filed under the disclosure requirements Securities Act; or (ii) in any jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of Item 507 of Regulation S-K (process in effecting such registration, qualification or any similar disclosure requirement applicable to such Registration)compliance.

Request by Holders. If From and after December 30, 2004 (the “Registration Rights Commencement Date”), if the Company receives at any time a written request from Holders that hold at least thirty percent (specifying 30%) of the number of Registrable Securities requested to be Registered and Shares (the proposed method of distribution thereof“Requesting Holders”) from an Initiating Holder that the Company file a registration statement under the Act covering the Registration of all or a portion of such Initiating Holder’s register Registrable Securities pursuant to this Section 3(aheld by Requesting Holders (a “Demand Request”), then the Company willshall, within ten (10) business days after the receipt of such written requestDemand Request, give written notice of such request (a “Request Notice”) to all Holders. Each Demand Request shall (x) specify the type and number of Registrable Securities that the Requesting Holders intend to sell or dispose of, (y) state the intended method or methods of sale or disposition of such Registrable Securities, including any intention to effect sales by means of an underwritten offering, and any other holders (z) specify the expected price range (net of Common Stock who executed underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of a registration rights agreement on Demand Request, the date hereof Company shall: (and any of their permitted transferees, as defined in such registration rights agreement), and effecti) cause to be filed, as soon as practicable thereafter practicable, but within ninety (but in no event later than thirty (3090) days after its receipt of such request), the Registration and all such qualifications and compliances as may be required to facilitate the sale and distribution of all or such portion of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities as are specified in such request that the Company has been so requested to register by the Initiating Holder Requesting Holders and any additional requests by other Holders received by who request to the Company that their Registrable Securities be registered within fifteen (15) days after receipt of the mailing of the Request Notice to include Notice, providing for the registration under the Securities Act of such Registrable Securities of the same class as specified in the request by the Initiating Holder, subject only to the limitations extent necessary to permit the disposition of this Section 3(a); except that the Registrable Securities requested to be Registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less than $50,000,000. A Holder’s right to include its Registrable Securities in a accordance with the intended method of distribution specified in such Demand Request; and (ii) use its commercially reasonable efforts to have such Registration will be conditioned upon Statement declared effective by the timely provision by such Holder of such information SEC as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration)soon as practicable thereafter.

Request by Holders. If At any time, and from time to time, until December 31, 2000, upon the written request of any Holder or Holders requesting that the Company receives effect the registration under the Securities Act of all or part of such Holder's or Holders' Registrable Securities (constituting in the aggregate a number of shares having an aggregate market value of at any time a written request (specifying the least $325,000,000 or such lesser number of Registrable Securities requested to be Registered then outstanding) and specifying the proposed intended method of distribution disposition thereof) from an Initiating Holder that , the Company file a registration statement under the Act covering the Registration of all or a portion of such Initiating Holder’s Registrable Securities pursuant to this Section 3(a), then the Company will, within ten (10) business days after the receipt of such written request, will promptly give written notice of such request (a “Request Notice”) requested registration to all Holdersother Holders of Registrable Securities, and thereupon will, as expeditiously as possible, use its reasonable efforts to effect the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by such Holder or Holders; and (ii) all other Registrable Securities which the Company has been requested to register by any other holders Holder thereof by written request given to the Company within 15 days after the giving of Common Stock who executed a registration rights agreement on such written notice by the date hereof Company (and any which request shall specify the intended method of their permitted transferees, as defined in disposition of such registration rights agreementRegistrable Securities), and effect, so as soon to permit the disposition (in accordance with the intended method thereof as practicable thereafter (but in no event later than thirty (30aforesaid) days after its receipt of such request), the Registration and all such qualifications and compliances as may be required to facilitate the sale and distribution of all or such portion of the Registrable Securities as are specified in such so to be registered; PROVIDED, that the Company shall not be obligated to file a registration statement relating to any registration request under this Section 4(a) (i) unless the aggregate requests by the Initiating Holder and or Holders for such registration cover a number of shares having an aggregate market value of at least $325,000,000 (or such lesser number of Registrable Securities then outstanding), or (ii) within a period of 180 days after the effective date of any additional requests by other Holders received by registration statement relating to (A) any registration request under this Section 4(a) or (B) any registration effected under Section 3; PROVIDED, FURTHER, the Company within fifteen shall not be required to effect more than five (155) days after receipt of the Request Notice requested registrations pursuant to include Registrable Securities of the same class as specified in the request by the Initiating Holder, subject only to the limitations of this Section 3(a); except that the Registrable Securities requested to be Registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) of not less than $50,000,000. A Holder’s right to include its Registrable Securities in a Registration will be conditioned upon the timely provision by such Holder of such information as the Company may reasonably request relating to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration)4.

Request by Holders. If the Company receives at any time a written request (specifying from Holders owning at least 50% of the number of Registrable Securities requested to be Registered (treating the Preferred Stock and the proposed method of distribution thereofSuccessor Preferred on an as converted basis) from an Initiating Holder (the "Requesting Holders") that the Company file a registration statement under the Act covering the Registration of all or a portion of such Initiating Holder’s register Registrable Securities pursuant to this Section 3(aheld by Requesting Holders (a "Demand Request"), then the Company willshall, within ten (10) business days after the receipt of such written requestDemand Request, give written notice of such request (a “"Request Notice”") to all Holders. Each Demand Request shall (x) specify the number of Registrable Securities that the Requesting Holders intend to sell or dispose of, and any other holders (y) state the intended method or methods of Common Stock who executed a registration rights agreement on the date hereof (and any of their permitted transferees, as defined in such registration rights agreement), and effect, as soon as practicable thereafter (but in no event later than thirty (30) days after its receipt of such request), the Registration and all such qualifications and compliances as may be required to facilitate the sale and distribution of all or such portion disposition of the Registrable Securities as are specified in such request by and (z) specify the Initiating Holder and any additional requests by other Holders received by the Company within fifteen expected price range (15) days after receipt net of the Request Notice to include Registrable Securities of the same class as specified in the request by the Initiating Holder, subject only to the limitations of this Section 3(a); except that the Registrable Securities requested to be Registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Registrable Securities. Following receipt of not less than $50,000,000. A Holder’s right a Demand Request, the Company shall: (i) cause to include its be filed, as soon as practicable, but within 60 days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such Registrable Securities which the Company has been so requested to register by the Requesting Holders and other Holders who request to the Company that their Registrable Securities be registered within 20 days of the mailing of the Request Notice, providing for the registration under the Securities Act of such Registrable Securities to the extent necessary to permit the disposition of such Registrable Securities in accordance with the intended method of distribution specified in such Demand Request; (ii) use its best efforts to have such Registration Statement declared effective by the Commission as soon as practicable thereafter; and (iii) refrain from filing any other Registration Statements, other than pursuant to a Registration will be conditioned upon the timely provision by such Holder Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of such information as the Company may reasonably request relating until such date which is 180 days following effectiveness of the Registration Statement filed in response to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration)Demand Request.

Request by Holders. If the Company receives at any time commencing after the first anniversary of the date of this Agreement, a written request (specifying a “Demand Request”) from Investors (the number “Requesting Holders”) that hold at least 40% of the Registrable Securities requested to be Registered and the proposed method of distribution thereof) from an Initiating Holder then outstanding, that the Company file a registration statement under register the Act covering Common Stock into which the Registration of all or a portion of such Initiating Holder’s Registrable Securities pursuant to this Section 3(a)is convertible, then the Company willshall, within ten (10) business 20 days after the receipt of such written requestDemand Request, give written notice of such request (a “Request Notice”) to all Holders, and any other holders of Registrable Securities. Each Demand Request shall (x) specify the number of shares of Common Stock who executed a registration rights agreement on that the date hereof Requesting Holders intend to sell or dispose of; (and any y) state the intended method or methods of their permitted transferees, as defined in such registration rights agreement), and effect, as soon as practicable thereafter (but in no event later than thirty (30) days after its receipt of such request), the Registration and all such qualifications and compliances as may be required to facilitate the sale and distribution of all or such portion disposition of the Registrable Securities as are specified in such request by Common Stock; and (z) specify the Initiating Holder and any additional requests by other Holders received by the Company within fifteen expected price range (15) days after receipt net of the Request Notice to include Registrable Securities of the same class as specified in the request by the Initiating Holder, subject only to the limitations of this Section 3(a); except that the Registrable Securities requested to be Registered pursuant to such request must have an anticipated aggregate price to the public (before any underwriting discounts and commissions) acceptable to the Requesting Holders to be received for such Common Stock. Following receipt of not less than $50,000,000. A Holder’s right a Demand Request, the Company shall: (1) cause to include its be filed, as soon as practicable, but in any event within 150 days of the date of delivery to the Company of the Demand Request, a Registration Statement covering such shares of Common Stock which the Company has been so requested to register by the Requesting Holders and other holders of Registrable Securities who request to the Company that their securities be registered within 20 days of the mailing of the Request Notice, providing for the registration under the Securities Act of such securities to the extent necessary to permit the disposition of such securities in accordance with the intended method of distribution specified in such Demand Request; (2) use its best efforts to have such Registration Statement declared effective by the SEC as soon as practicable thereafter; and (3) refrain from filing any other Registration Statements, other than pursuant to a Registration will be conditioned upon the timely provision by such Holder Statement on Form S-4 or S-8 (or similar or successor forms), with respect to any other securities of such information as the Company may reasonably request relating until such date which is 120 days following effectiveness of the Registration Statement filed in response to the disclosure requirements of Item 507 of Regulation S-K (or any similar disclosure requirement applicable to such Registration)Demand Request.