Common use of Request for Demand Registration Clause in Contracts

Request for Demand Registration. At any time, and from time to time, the Initiating Holders may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two such Demand Registrations or (ii) any such Demand Registration within ninety (90) days after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto). For purposes of this Section 3(a), two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if the Company’s Board of Directors determine in good faith that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) day. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any timetime commencing one year after the date hereof, and from time to timeeither the General Atlantic Stockholders or the Coinvestor Stockholders (the "Initiating Holders"), the Initiating Holders may each make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with Act and on an appropriate registration statement form as reasonably determined by the terms of this Agreement Company and approved by the Initiating Holders (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two such Demand Registrations or (ii) any one such Demand Registration within ninety for the General Atlantic Stockholders (90subject to Section 3(e)(ii) days after below) and more than one such Demand Registration for the effective date of any other Registration Statement of the Company Coinvestor Stockholders (other than a Registration Statement on Form S-4 or S-8 or any successor form theretosubject to Section 3(e)(ii) below). For purposes If following receipt of this Section 3(a), two (2) or more a written request for a Demand Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “"Valid Business Reason”"), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one Director appointed by the General Atlantic Stockholders, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayStatement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any time, time after the Restricted Period and from time if and to timethe extent permitted by Article 2 of the Stockholder Agreement, the Atairos Stockholders (the “Initiating Holders Holders”), may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000, and provided further that the Company shall not be obligated to effect (i) more than two three such Demand Registrations or (ii) any such Demand Registration within ninety (90) days after for the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)Atairos Stockholders. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or because it would involve initial or continuing disclosure obligations that would not otherwise be in the best interests of seriously detrimental to the Company and its stockholders to effect a registration of Registrable Securities at that time (a “Valid Business Reason”), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than 90 days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors (such majority to include the Atairos Designee (as defined in the Stockholder Agreement) if any such designee is then serving on the Board of Directors), may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayStatement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this ‎Section 3(a) more than once in any 12 month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any timetime commencing April __,2003, and from time to timeone or more of the General Atlantic Stockholders, acting solely through GAP LLC or its written designee (the "Initiating Holders Holders"), may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “"Demand Registration”"), the number of Registrable Securities stated in such request; providedPROVIDED, howeverHOWEVER, that subject to Section 3(c), the Company shall not be obligated to effect (i) more than two such Demand Registrations or (ii) any one such Demand Registration within ninety (90) days after for the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)General Atlantic Stockholders. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “"Valid Business Reason”"), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than one hundred and twenty (120) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayStatement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Each Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once. The request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any timetime after January 15, and from time to time2003, the Initiating Holders General Atlantic Stockholders, acting through GAP LLC or its written designee, the identity of which shall be certified to the Company in writing by the General Atlantic Stockholders (the "INITIATING HOLDERS"), may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two such Demand Registrations or (ii) any such Demand Registration within ninety (90) days after the effective date of any other Registration Statement of the Company Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor form thereto). For purposes of this Section 3(a) (a "DEMAND Registration"), two the number of Registrable Securities held by such Initiating Holders stated in such request; PROVIDED, HOWEVER, that the Company shall not be obligated to effect more than one such Demand Registration for the Initiating Holders unless less than seventy-five percent (275%) or more Registration Statements filed of the requested securities were included in response the previous Demand Registration, in which case the Initiating Holders shall have the right to require the Company to effect one (1) demand shall be counted as one (1) additional Demand Registration. In additionNotwithstanding the foregoing, if the Company’s Company shall not be required to effect more than two Demand Registrations. If the Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of (a "VALID BUSINESS REASON"), the Company (a “Valid Business Reason”), may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company Company, upon the approval of a majority of the Board of Directors, such majority to include the General Atlantic Designee, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) day. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.Registration

Request for Demand Registration. At any time, and from time to timeafter the date 180 days following the IPO Closing Date, the General Atlantic Stockholders (the “Initiating Holders Holders”), may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the anticipated aggregate offering price, net of underwriting discounts and commissions, would exceed $10,000,000, and provided further that the Company shall not be obligated to effect (i) more than two three such Demand Registrations or (ii) any such Demand Registration within ninety (90) days after for the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)General Atlantic Stockholders. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or because it would involve initial or continuing disclosure obligations that would not otherwise be in the best interests of seriously detrimental to the Company and its stockholders to effect a registration of Registrable Securities at that time (a “Valid Business Reason”), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than 90 days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one General Atlantic Director (as defined in the Stockholders Agreement), may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayStatement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any 12 month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any timetime after the date hereof that the Shelf Registration Statement is not effective, and from time to time, any Investor or group of Investors holding at least 10% of the Registrable Securities held by all of the Investors (the "Initiating Holders Holders") may make a written request to the Company to register, and the Company shall use its best efforts to register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that (i) the reasonably anticipated aggregate price to the public of all Registrable Securities required to be included in such public offering shall exceed $4,000,000 and (ii) the Company shall not be obligated to effect (i) more than two three such Demand Registrations or (ii) any such Demand Registration within ninety (90) days after for the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)Investors. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “"Valid Business Reason”"), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayStatement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 4.1 or Section 6.3 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any time, and from time to time------------------------------- on or after the date hereof, the Initiating Holders holders of more than 50% of the Registrable Securities outstanding may make a written request for registration (such Designated Holders making such request being deemed to the Company to register, and the Company shall register, be "Initiating Holders") ------------------- of Registrable Securities under the Securities Act, in accordance with and under the terms securities or "blue sky" laws of this Agreement a reasonable number of jurisdictions designated by such holder or holders (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that the Company ------------------- -------- ------- shall not be obligated required to effect (i) more than two such Demand Registrations pursuant to this Section 3. If at the time of any request to register Registrable Securities pursuant to this Section 3(a), the Company is engaged in, or (ii) any such Demand Registration has fixed plans to engage in within ninety (90) days of the time of such request, a registered public offering or is engaged in any other activity which, in the good faith determination of the Board of Directors of the Company, would be required to be disclosed under applicable law as a result of such request or would be adversely affected by the requested registration, then the Company may at its option direct that such request be delayed for a reasonable period not in excess of three (3) months from the effective date of such offering or the date of completion of such other activity, as the case may be, such right to delay a request to be exercised by the Company not more than once in any one-year period. In addition, the Company shall not be required to effect any registration within three (3) months after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto). For purposes of this Section 3(a), two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if the Company’s Board of Directors determine in good faith that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) day. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. Each such request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and sold, the intended method of disposition thereofthereof and the jurisdictions in which registration is desired. Upon a request for a Demand Registration, the Company shall promptly take such steps as are necessary or appropriate to prepare for the registration of the Registrable Securities to be registered.

Request for Demand Registration. At any timetime after the date hereof, and from time to timeone or more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee (the "Initiating Holders Holders"), may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that (x) subject to Section 3(e), the Company shall not be obligated to effect (i) more than two such Demand Registrations or (ii) any one such Demand Registration within ninety for the General Atlantic Stockholders and (90y) days after the effective date of any other Registration Statement of the Company shall not be obligated to effect a registration pursuant to this Section 3(a) during such time as the Company has an "evergreen" shelf registration with respect to all such Registrable Securities pursuant to Rule 415 under the Securities Act on form S-3 (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)form) and such shelf registration has been declared, and remains, effective. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “"Valid Business Reason”"), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one director elected by the holders of the Series F Preferred Stock, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayStatement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At If the Replacement Shelf Registration is not effective within 90 days after the expiration of the Filing Period or, if any timetime after the Replacement Shelf Registration is declared effective the Replacement Shelf Registration ceases to remain effective (in either case, and from time a "Non-Effective Registration Statement"), Designated Holders who propose to timesell their Registrable Securities entitled to be covered by a Non-Effective Registration Statement to the public at an aggregate price of at least $1,000,000 (the "Initiating Holders"), shall have the Initiating Holders may right to make a written request to that the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “"Demand Registration”"), the number offer and sale of the Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two (2) such Demand Registrations or (ii) any such Demand Registration within ninety (90) days after for the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)Investors. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would (A) materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or (B) involve effort or expense in excess of that which would involve initial or continuing disclosure obligations that would not customarily be involved in the best interests of the Company effecting a resale registration (a “"Valid Business Reason”"), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may (i) postpone amending or supplementing such filing a Demand Registration Statement statement until such Valid Business Reason no longer exists; provided, however, that but in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond for more than ninety (90) consecutive days, and (ii) in the event that a Demand Registration statement has been filed, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues Directors, may cause such registration statement to exist on be withdrawn and its effectiveness terminated or prior to may postpone amending or supplementing such ninetieth (90th) dayregistration statement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.2 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereofsold.

Request for Demand Registration. At any time, time commencing on or after the date that is one hundred eighty (180) days after the IPO Effectiveness Date (or any longer period agreed to between the Investor Holders and from time to timethe underwriter managing such IPO), the Investor Holders holding at least 25% of the Registrable Securities then held by all of the Investor Holders (the “Initiating Holders Holders”), may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two (2) such Demand Registrations or (ii) any such for the Investor Holders; provided, further, that the Company shall not be obligated to effect a Demand Registration within ninety six (906) days months after the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)immediately preceding Demand Registration. For purposes of this Section 3(a)the preceding sentence, the filing of two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because (i) it would require the Company to make public disclosure of information, the public disclosure of which would have a material adverse effect upon the Company or (ii) it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “Valid Business Reason”), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) registration statement relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement registration statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors (as defined in the LLC Agreement), such majority to include the RSA Directors, may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayregistration statement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 2.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any timetime after the date hereof, and from time to timeone or more of the General Atlantic Stockholders as a group, acting through GAP LLC or its written designee (the "Initiating Holders Holders"), may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor 76 6 thereto) (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that (x) subject to Section 3(e), the Company shall not be obligated to effect (i) more than two such Demand Registrations or (ii) any one such Demand Registration within ninety for the General Atlantic Stockholders and (90y) days after the effective date of any other Registration Statement of the Company shall not be obligated to effect a registration pursuant to this Section 3(a) during such time as the Company has an "evergreen" shelf registration with respect to all such Registrable Securities pursuant to Rule 415 under the Securities Act on form S-3 (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)form) and such shelf registration has been declared, and remains, effective. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “"Valid Business Reason”"), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, such majority to include at least one director elected by the holders of the Series F Preferred Stock, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayStatement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any timetime after the date hereof, and from time in the event that the Company shall become ineligible to timeregister the Registrable Securities under the Securities Act on Form S-3 (or any successor form thereto), the Investors holding a majority of the Registrable Securities (the “Initiating Holders Holders”), may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “Demand Registration”), the number offer and sale of the Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two (2) such Demand Registrations or (ii) any such Demand Registration within ninety (90) days after for the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)Investors. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “Valid Business Reason”), (x) the Company may (i) postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement statement until such Valid Business Reason no longer exists; provided, however, that but in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond for more than ninety (90) consecutive days, and (ii) in the event that a Demand Registration statement has been filed, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues Directors, may cause such registration statement to exist on be withdrawn and its effectiveness terminated or prior to may postpone amending or supplementing such ninetieth (90th) dayregistration statement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3.1 more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereofsold.

Request for Demand Registration. At any time, and from time to timecommencing on the date the Warrant is exercisable in accordance with its terms, any Designated Holder (the “Initiating Holders Holders”), may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two such Demand Registrations or (ii) any for DL Holdings and more than two such Demand Registration within ninety (90) days after Registrations for Weichert, nor more than four demand registrations in the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)aggregate. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “Valid Business Reason”), (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists and (y) in case a Registration Statement has been filed relating to a Demand Registrationexists, the Company may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that but in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond for more than ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) day. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. (b) Incidental or “Piggy-Back” Rights with Respect to a Demand Registration. Each of the Designated Holders (other than Initiating Holders which have requested a registration under Section 3(a)) may offer its or his Registrable Securities under any Demand Registration pursuant to this Section 3(b). Within five (5) days after the receipt of a request for a Demand Registration from an Initiating Holder, the Company shall (i) give written notice thereof to all of the Designated Holders (other than Initiating Holders which have requested a registration under Section 3(a)) and (ii) subject to Section 3(e), include in such registration all of the Registrable Securities held by such Designated Holders from whom the Company has received a written request for inclusion therein within ten (10) days of the receipt by such Designated Holders of such written notice referred to in clause (i) above. Each such request by such Designated Holders shall specify the number of Registrable Securities proposed to be registered. The failure of any Designated Holder to respond within such 10-day period referred to in clause (ii) above shall be deemed to be a waiver of such Designated Holder’s rights under this Section 3 with respect to such Demand Registration. Any Designated Holder may waive its rights under this Section 3 prior to the expiration of such 10-day period by giving written notice to the Company, with a copy to the Initiating Holders.

Request for Demand Registration. At Subject to Section 4.2, at any time, time and from time to timetime commencing after the Merger Effective Date, the Initiating any Designated Holder or Designated Holders who individually or collectively (as applicable) hold more than 50% of all Registrable Securities at such time may make a written request to the Company to register, and the Company shall use its reasonable best efforts to register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities stated in such requestrequest (any such Designated Holder, an “Initiating Holder”). The Designated Holders will not be entitled to require the Company to effect more than a total of two (2) Demand Registrations; provided, however, that no Demand Registration may be requested after the day that is twenty-four (24) months after the Merger Effective Date. Notwithstanding anything to the contrary set forth herein, the Company shall have the right to postpone the filing of a Registration Statement and to suspend the use of any such Registration Statement for a reasonable period of time (not exceeding sixty (60) days) if the Company furnishes to the Designated Holders a certificate signed by the Chairman of the Board or the President of the Company stating that the Company has determined in good faith that filing such Registration Statement or the use of such Registration Statement, as the case may be, at such time would materially 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 on the Company (a “Valid Business Reason”). The Company shall give written notice of its determination to postpone or suspend the use of a Registration Statement (and the Valid Business Reason for such postponement or suspension) and of the fact that the Valid Business Reason for such postponement or suspension no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason under this Section 4.1 or Section 5.3 more than twice in any twelve (12) month period. In addition, the Company shall not be obligated required to effect (i) more than two such Demand Registrations or (ii) file any such Demand Registration Statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the other than a Registration Statement on Form S-4 or S-8 or any successor form thereto). For purposes was not for the account of this Section 3(a), two (2) or more Registration Statements filed in response the Initiating Holders but the Initiating Holders had the opportunity to one (1) demand shall be counted as one (1) Demand Registration. In addition, if include all of the Company’s Board of Directors determine in good faith that any registration of Registrable Securities should not be made they requested to include in such registration pursuant to Article V or continued because it would materially and adversely affect any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “Valid Business Reason”), (xii) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating was filed pursuant to a Demand Registration until such Valid Business Reason no longer exists and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) day. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement no longer exists, in each case, promptly after the occurrence thereofthis Article IV. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any timetime after 180 days from the consummation of the Initial Public Offering the General Atlantic Stockholders as a group, and from time to timeacting through GAP LP or its written designee (the “Initiating Holders”), the Initiating Holders may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “Demand Registration”), the number of Registrable Securities held by such Initiating Holders stated in such request, which number shall be subject for any such Demand Registration to the holdback agreements set forth in Section 6 below; provided, however, that the Company shall not be obligated to effect (i) more than two such Demand Registrations or (ii) any such Demand Registration within ninety (90) days after for the effective date of any other Registration Statement of General Atlantic Stockholders. If the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto). For purposes of this Section 3(a), two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if the Company’s Board of Directors determine Directors, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “Valid Business Reason”), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than sixty (60) days, and (y) in case a Registration Statement has been filed relating to a Demand Registration, the Company Company, upon the approval of a majority of the Board of Directors, may cause such Registration Statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayStatement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing due to a Valid Business Reason more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.

Request for Demand Registration. At any time, and from time to timecommencing after the end of the applicable lock-up period following the IPO Effectiveness Date, the holders of 25% of the shares of common stock held by General Atlantic and the Major Stockholders, collectively (the "Initiating Holders Holders"), may make a written request to the Company to register, and the Company shall register, under the Securities Act, in accordance with the terms of this Agreement Act (other than pursuant to a Registration Statement on Form S-4 or S-8 or any successor thereto) (a “"Demand Registration”"), the number of Registrable Securities stated in such request; provided, however, that the Company shall not be obligated to effect (i) more than two such Demand Registrations or (ii) any one such Demand Registration within ninety (90) days after for the effective date of any other Registration Statement of the Company (other than a Registration Statement on Form S-4 or S-8 or any successor form thereto)Initiating Holders. For purposes of this Section 3(a)the preceding sentence, two (2) or more Registration Statements filed in response to one (1) demand shall be counted as one (1) Demand Registration. In addition, if If the Company’s Board of Directors determine of the Company, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially and adversely affect interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company or would involve initial or continuing disclosure obligations that would not be in the best interests of the Company (a “"Valid Business Reason”"), the Company may (x) the Company may postpone filing a Registration Statement (but not the preparation of the Registration Statement) registration statement relating to a Demand Registration until such Valid Business Reason no longer exists exists, but in no event for more than ninety (90) days, and (y) in case a Registration Statement registration statement has been filed relating to a Demand Registration, if the Company Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Company's Board of Directors, such majority to include the General Atlantic Director (as defined in the Stockholders Agreement), may cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such Registration Statement until such Valid Business Reason no longer exists; provided, however, that in no event shall the postponement of the filing of any Registration Statement or the postponement of the amending or supplementing of any previously filed Registration Statement exceed an aggregate of 180 days in any 365-day period; provided, further, that if any single postponement shall extend beyond ninety (90) consecutive days, the Board of Directors of the Company shall make a confirmatory determination that a Valid Business Reason continues to exist on or prior to such ninetieth (90th) dayregistration statement. The Company shall give written notice to all Designated Stockholders of its determination to postpone the filing of or withdraw a Registration Statement or to postpone the amending or supplementing thereof registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company may not postpone or withdraw a filing under this Section 3(a) more than once in any twelve (12) month period. Each request for a Demand Registration by the Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof.. Monday, August 11, 2003.MAX