Common use of Right to Demand Registration Clause in Contracts

Right to Demand Registration. Subject to Section 4(b) below, the Stockholder shall be entitled to make a written request (“Demand Registration Request”) to the Company for registration with the Commission under and in accordance with the provisions of the Securities Act of all or part of the Registrable Securities owned by it (a “Demand Registration”) (which Demand Registration Request shall specify the intended number of Registrable Securities to be disposed of by such holder and the intended method of disposition thereof); provided, however, that (i) the Company may, if the Board of Directors so determines in the exercise of its reasonable judgment that due to a pending or contemplated acquisition or disposition or public offering it would be inadvisable to effect such Demand Registration at such time, defer such Demand Registration for a single period not to exceed ninety (90) days but, if requested by the party requesting such Demand Registration, the Company shall prepare for such Demand Registration so that it will be in a position to file for such Demand Registration promptly following the expiration of such period; provided, however, that the Company may not defer Demand Registrations more than once in any 365-day period, and (ii) if the Company elects not to effect the Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes hereof. Promptly after receipt of the Demand Registration Request, the Company will serve written notice (the “Demand Notice”) of such Demand Registration Request to all holders of Registrable Securities and, subject to paragraph (c) below, the Company will include in such registration all Registrable Securities of such holders with respect to which the Company has received written requests for inclusion therein from such holders within five (5) business days after the receipt by the applicable holder of the Demand Notice. All requests made pursuant to this Section 4(a) will specify the aggregate number of the Registrable Securities to be registered and will also specify the intended methods of disposition thereof.

Right to Demand Registration. Subject to Section 4(b) below, The holders of a majority of the Stockholder OEP Registrable Securities shall be entitled to make a one or more written request requests (“Demand Registration Request”"DEMAND REGISTRATION REQUESTS") to the Company at any time and from time to time for registration with the Commission under and in accordance with the provisions of the Securities Act (including, but not limited to, registrations under Rule 415 promulgated under the Securities Act) of all or part of the Registrable Securities owned by it them (a “Demand Registration”"DEMAND REGISTRATION") (which Demand Registration Request shall specify the intended number of OEP Registrable Securities to be disposed of by such holder holder(s) and the intended method of disposition thereof); provided, howeverPROVIDED, that (i) the Company may, if the Board of Directors so determines in the exercise of its reasonable judgment judgment, that due to a pending or contemplated acquisition or disposition or public offering offering, it would be inadvisable to effect such Demand Registration at such time, defer such Demand Registration for a single period not to exceed ninety (90) days butdays; PROVIDED FURTHER, if requested by the party requesting such Demand Registration, the Company shall prepare for such Demand Registration so that it will be in a position to file for such Demand Registration promptly following the expiration of such period; provided, howeverHOWEVER, that the Company may not defer Demand Registrations more than once in any 365-day period, and (ii) if the Company elects not to effect the defer such Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes hereofof this Agreement until such registration is effected. Promptly Within ten (10) days after receipt of the Demand Registration Request, the Company will serve written notice (the “Demand Notice”"NOTICE") of such Demand Registration Request to all holders of Registrable Securities and, subject to paragraph (cb) below, the Company will include in such registration all Registrable Securities of such holders with respect to which the Company has received written requests for inclusion therein from such holders within five fifteen (515) business days after the receipt by the applicable holder of the Demand Notice. All requests made pursuant to this Section 4(aparagraph 3(a) will specify the aggregate number of the Registrable Securities to be registered and will also specify the intended methods of disposition thereof.

Right to Demand Registration. Subject From and after the ninety-first ---------------------------- (91st) day following the IPO Date (or such longer period as may be required by the managing underwriters of the Company's initial public offering) and, subject to Section 4(b4.1(d), each of (A) belowAT&T PCS, (B) a Qualified Holder, and (C) -------------- Management Stockholders that in the aggregate Beneficially Own at least 50.1% of the shares of Common Stock then Beneficially Owned by the Management Stockholders (each a "Demanding Stockholder" and, --------------------- collectively, the Stockholder "Demanding Stockholders") shall be entitled have the right to make a ---------------------- written request (“Demand Registration Request”) to the Company for registration with the Commission Commission, under and in accordance with the provisions of the Securities Act Act, of all or part of the their Registrable Securities owned by it pursuant to an underwritten offering (a “"Demand ------ Registration”) ("), which Demand Registration Request request shall specify the intended number of Registrable Securities ------------ proposed to be disposed of sold by such holder and the intended method of disposition thereof)each Demanding Stockholder; provided, however, that (ix) the Company mayneed not effect a Demand Registration unless the sale of the Registrable Securities proposed to be sold by the Demanding Stockholder shall reasonably be expected to result in aggregate gross proceeds to such Demanding Stockholder of at least $10 million, and (y) if the Board of Directors so determines in the exercise of its reasonable judgment that due to a Demand Registration would interfere with any pending or contemplated acquisition material acquisition, disposition, financing or disposition or public offering it would other material transaction, the Company may defer a Demand Registration (including by withdrawing any Registration Statement filed in connection with a Demand Registration); so long as that the aggregate of all such deferrals shall not exceed one hundred twenty (120) days in any 360 day period. Demand Registration shall not be inadvisable to effect deemed a Demand Registration hereunder until such Demand Registration at such timehas been declared effective by the Commission (without interference by any stop order, defer such Demand Registration injunction or other order or requirement of the Commission or other governmental agency, for any reason), and maintained continuously effective for a single period not to exceed ninety of at least three (903) days but, if requested by the party requesting months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration; provided, however, that a Qualified Holder may, not more frequently than once in any twelve (12) month period, request that the Demand Registration be a shelf registration that is maintained continuously effective for a period of at least six (6) months or such shorter period when all Registrable Securities included therein have been sold in accordance with such Demand Registration. A Demanding Stockholder may make a written request for a Demand Registration in accordance with the foregoing in respect of Equity Securities that it intends to convert into shares of Common Stock upon the effectiveness of the Registration Statement prepared in connection with such demand, and the Company shall prepare for such Demand Registration so that it will be fulfill its obligations under this Section 5 in a position --------- manner that permits such Demanding Stockholder to file for such Demand Registration promptly following the expiration exercise its conversion rights in respect of such Equity Securities and substantially contemporaneously sell the shares of Common Stock issuable upon such conversion under such Registration Statement. The Company will not be obligated to effect more than two (2) separate Demand Registrations during any twelve (12) month period; provided, however, that the Company may not defer Demand Registrations more than once in any 365-day period, and only one (ii1) if the Company elects not to effect the request for a Demand Registration pursuant to may be exercised by AT&T PCS and/or Management Stockholders that in the terms aggregate Beneficially Own at least 50.1% of this sentence, no Demand Registration shall be deemed to have occurred for purposes hereofthe shares of Common Stock then Beneficially Owned by the Management Stockholders during any twelve (12) month period. Promptly Within ten (10) days after receipt of the request for a Demand Registration RequestRegistration, the Company will serve send written notice (the “"Demand Notice”") of such Demand ------------- Registration Request request and its intention to comply therewith to all Stockholders who are holders of Registrable Securities and, subject to paragraph (c) belowSection 5(a)(ii), the ---------------- Company will include in such registration Demand Registration all Registrable Securities of such holders Stockholders with respect to which the Company has received written requests for inclusion therein from such holders within five twenty (520) business days after the receipt by the applicable holder of the last date such Demand Notice. All requests made Notice was deemed to have been given pursuant to this Section 4(a) will specify the aggregate number of the Registrable Securities to be registered and will also specify the intended methods of disposition thereof.12.1. ------------

Right to Demand Registration. (i) Subject to Section 4(b) belowArticle III of the Standstill Agreement, upon the Stockholder shall be entitled to make a written request (“Demand Registration Request”) to of one or more Holders requesting that the Company for effect the registration with the Commission under and in accordance with the provisions of the Securities Act of all or part of the such Holders' Registrable Securities owned by it (a “Demand Registration”) (which Demand Registration Request shall specify constituting in the intended aggregate at least 2% but no more than 25% of the total number of Company Common Shares or other Registrable Securities to outstanding at the date of such request or such lesser number as the managing underwriter, if any, of the offering may determine is the maximum number of shares that may be disposed offered without adversely affecting the trading market of by such holder the Company Common Stock, as provided in paragraph (f) below) and specifying the intended method of disposition thereof); provided, however, that (i) the Company may, if the Board of Directors so determines in the exercise of its reasonable judgment that due to a pending or contemplated acquisition or disposition or public offering it would be inadvisable to effect such Demand Registration at such time, defer such Demand Registration for a single period not to exceed ninety (90) days but, if requested by the party requesting such Demand Registration, the Company shall prepare for such Demand Registration so that it will be in a position to file for such Demand Registration promptly following the expiration of such period; providedthereupon will, howeveras expeditiously as possible, that the Company may not defer Demand Registrations more than once in any 365-day period, and (ii) if the Company elects not use its reasonable best efforts to effect the Demand Registration pursuant to registration under the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes hereof. Promptly after receipt Securities Act of the Demand Registration Request, the Company will serve written notice (the “Demand Notice”) of such Demand Registration Request to all holders of Registrable Securities and, subject to paragraph (c) below, the Company will include in such registration all Registrable Securities of such holders with respect to which the Company has received written requests for inclusion therein from been so requested to register by such holders within five (5) business days after Holder, provided that the receipt by the applicable holder of the Demand Notice. All requests made Company shall be obligated to register Registrable Securities pursuant to this Section 4(a3(a) will specify on only five occasions and no more than two demand registrations may be requested in any twelve-month period, and provided further that the aggregate number Company shall not be obligated to effect more than three registrations pursuant to this Section 3(a) and Section 2(a) in any twelve-month period. In order to assure the efficient operation of this Section 3(a), BNP may, upon transfer of any shares of Class A Common Stock in accordance with the provisions of the Registrable Securities Standstill Agreement, enter into appropriate agreements with any transferee who would become a Holder to be registered and will also specify limit such transferee's rights to cause the intended methods Company to register securities pursuant to this Section 3(a) without the consent of disposition thereofthe 138 Holders' Representative; provided that BNP shall deliver a copy of such agreement to the Company.

Right to Demand Registration. Subject to the terms of any holdback agreement as provided in Section 4(b5(c) belowand the limitations provided in this Section 5(a)(i) and Section 5(a)(ii), the Stockholder Investors shall be entitled each have the right at any time following the Effective Time to make a written request (“Demand Registration Request”) to of the Company for registration (including a Shelf Registration) with the Securities and Exchange Commission (the “Commission”), under and in accordance with the provisions of the Securities Act Act, of all or part of the Registrable Securities Stock beneficially owned and held of record by it such Investor (each a “Demand Registration” and such Investor, the “Demanding Investor”) (which Demand Registration Request shall specify the intended number of Registrable Securities to be disposed of by such holder and the intended method of disposition thereof); provided, howeverthat during the first two years following the Effective Time, the consent of at least two of the Principal Investors shall be required prior to any Investor exercising a Demand Registration (it being understood that if the Demanding Investor is a Principal Investor the consent of only one additional Principal Investor shall be required to exercise a Demand Registration); and provided, further, that (i) the Company may, if the Board of Directors so determines in the exercise of its reasonable judgment that due to a pending or contemplated acquisition or disposition or public offering it would be inadvisable to effect such Demand Registration at such time, may defer such Demand Registration for a single period not to exceed ninety (90) 90 days but, during any one year period if requested by the party requesting such Demand Registration, Board determines in the Company shall prepare for exercise of its reasonable judgment that to effect such Demand Registration so that it will be in at such time would have a position to file for such Demand Registration promptly following material adverse effect on the expiration Company, including interfering with any pending or potential acquisition, disposition or securities offering of such period; provided, however, that the Company may not defer Demand Registrations more than once in any 365-day period, and Company. Within ten (ii10) if the Company elects not to effect the Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes hereof. Promptly days after receipt of the request for a Demand Registration Requestin accordance with this Section 5(a)(i) and Section 5(a)(ii), the Company will serve send written notice (the “Demand Notice”) of such Demand Registration Request registration request and its intention to comply therewith to all holders of Registrable Securities the Investors and, subject to paragraph (cSection 5(a)(iii) below, the Company will include in such registration all the Registrable Securities of such holders Stock with respect to which the Company has received written requests from any Investor for inclusion therein from such holders within five twenty (520) business days Business Days after the receipt by the applicable holder of the date such Demand NoticeNotice is received. All requests made pursuant to this Section 4(a5(a)(i) will specify the aggregate number quantity of the Registrable Securities Stock requested to be registered and will also specify the intended methods of disposition thereof. Upon receipt of a Demand Notice, the Company shall use its commercially reasonable efforts to effect registration of the Registrable Stock to be registered in accordance with the intended method of distribution specified in writing by the Demanding Investor as soon as practicable and to maintain the effectiveness of such registration until the first to occur of (A) the completion of such distribution or (B) ninety (90) days (one-hundred eighty (180) days in the case of a Shelf Registration); provided, however, that if the Company becomes and is at the time of its receipt of a Demand Notice a “well-known seasoned issuer” (as defined in Rule 405 promulgated under the Securities Act) and is eligible to file an “automatic shelf registration statement” (as defined in Rule 405 promulgated under the Securities Act), the Company shall cause any Shelf Registration pursuant to this Section 5 to be effected pursuant to an “automatic shelf registration statement” (as defined in Rule 405 promulgated under the Securities Act). If available to the Company, the Company will effect such registration on Form S-3 or any equivalent or successor form under the Securities Act in which event it shall use its commercially reasonable efforts to maintain the effectiveness of such registration for a period of one-hundred eighty (180) days.

Right to Demand Registration. Subject to Section 4(b) below, ---------------------------- Court Square, any Court Square Associate (so long as such Court Square Associate holds at least 10% of the Stockholder Common Stock) and WEP shall be entitled to make a written request (“"Demand Registration Request”") to the Company for registration with the Commission under and in accordance with the provisions of the Securities Act of all or part of the Registrable Securities owned by it (a “"Demand Registration”") (which Demand Registration Request shall specify the intended number of Registrable Securities to be disposed of by such holder and the intended method of disposition thereof); provided, however, that (i) the Company may, -------- if the Board of Directors so determines in the exercise of its reasonable judgment that due to a pending or contemplated acquisition or disposition or public offering it would be inadvisable to effect such Demand Registration at such time, defer such Demand Registration for a single period not to exceed ninety (90) days but, if requested by the party requesting such Demand Registration, the Company shall prepare for such Demand Registration so that it will be in a position to file for such Demand Registration promptly following the expiration of such period; provided, however, that the Company may not defer Demand Registrations more than once in any 365-day period180 days, and (ii) if the Company elects not to effect the Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes hereofof this Agreement. Promptly after receipt of the Demand Registration Request, the The Company will serve written notice (the “Demand "Notice”") of such Demand Registration Request to all holders of Registrable Securities promptly upon the filing of a registration statement pursuant to a Demand Registration Request and, subject to paragraph (c) below, the Company will include in such registration all Registrable Securities of such holders with respect to which the Company has received written requests for inclusion therein from such holders within five fifteen (515) business days after the receipt by the applicable holder of the Demand Notice. All requests made pursuant to this Section paragraph 4(a) will specify the aggregate number of the Registrable Securities to be registered and will also specify the intended methods of disposition thereof.

Right to Demand Registration. Subject to Section 4(b) below, the Stockholder ---------------------------- Xxxxx shall be entitled to make a written request (“"Demand Registration Request”") to the Company for registration with the Commission under and in accordance with the provisions of the Securities Act of all or part of the Registrable Securities owned by it (a “"Demand Registration”") (which Demand Registration Request shall specify the intended number of Registrable Securities to be disposed of by such holder and the intended method of disposition thereof); provided, however, that (i) the Company may, if the Board of Directors so determines in the exercise of its reasonable judgment that due to a pending or contemplated acquisition or disposition or public offering it would be inadvisable to effect such Demand Registration at such time, defer such Demand Registration for a single period not to exceed ninety (90) days but, if requested by the party requesting such Demand Registration, the Company shall prepare for such Demand Registration so that it will be in a position to file for such Demand Registration promptly following the expiration of such period; provided, however, that the Company may not defer Demand Registrations more than once in any 365-day period180 days, and (ii) if the Company elects not to effect the Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes hereofof this Agreement. Promptly Within 10 days after receipt of the Demand Registration Request, the Company will serve written notice (the “Demand "Notice”") of such Demand Registration Request to all holders of Registrable Securities and, subject to paragraph (c) below, the Company will include in such registration all Registrable Securities of such holders with respect to which the Company has received written requests for inclusion therein from such holders within five fifteen (515) business days after the receipt by the applicable holder of the Demand Notice. All requests made pursuant to this Section paragraph 4(a) will specify the aggregate number of the Registrable Securities to be registered and will also specify the intended methods of disposition thereof.

Right to Demand Registration. Subject Each of (A) the Carlyle Stockholders and the Clipper Stockholders as a group; (B) the Xxxx Xxxxx Stockholders as a group and (C) SBW (each referred to Section 4(bherein as a "DEMANDING GROUP") below, shall have the Stockholder shall be entitled right on the number of occasions set forth in subsection (b)(2) to make a written request (“Demand Registration Request”) to of the Company for registration with the Commission Commission, under and in accordance with the provisions of the Securities Act Act, of all or part of their Registrable Securities (a "DEMAND REGISTRATION"); PROVIDED, that (x) the Company shall not effect a Demand Registration unless such Demand Registration has been requested by persons holding at least a majority of the Registrable Securities owned held by it (a “Demand Registration”) (which the Demanding Group on the date of such written request and unless the number of Shares to be sold in such Demand Registration Request shall specify by the intended number Demanding Group is at least 1,000,000 shares of Registrable Securities to be disposed of by such holder and the intended method of disposition thereof); providedCommon Stock, however, that (iy) the Company may, if the Board of Directors so determines in the exercise of its reasonable judgment that that, due to a pending or contemplated acquisition or disposition or public offering it would be inadvisable disposition, to effect such Demand Registration at such timetime would have a material adverse effect on the Company, the Company may defer such Demand Registration for a single period not to exceed ninety one hundred eighty (90180) days but, if requested by the party requesting such Demand Registration, the Company shall prepare for such Demand Registration so that it will be in a position to file for such Demand Registration promptly following the expiration of such period; provided, however, that the Company may not defer Demand Registrations more than once in any 365-day period, and (ii) but if the Company elects not to effect the defer any Demand Registration pursuant to the terms of this sentence, no Demand Registration shall be deemed to have occurred for purposes hereofof this Agreement) and (z) the Company shall be obligated to effect only the number of Demand Registrations set forth in subsection 4(b)(2) below. Promptly Within ten (10) days after receipt of the request for a Demand Registration RequestRegistration, the Company will serve send written notice (the “Demand Notice”"NOTICE") of such Demand Registration Request registration request and its intention to comply therewith to all Stockholders who are holders of Registrable Securities and, subject to paragraph subsection (c3) below, the Company will include in such registration all Registrable Securities of such holders Stockholders with respect to which the Company has received written requests for inclusion therein from such holders within five twenty (520) business days after the receipt by the applicable holder effectiveness of the Demand Notice. All requests made pursuant to this Section 4(asubsection (b)(1) will specify the aggregate number of the Registrable Securities requested to be registered and will also specify the intended methods of disposition thereof.