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 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.