Requests for Registration. Subject to the terms and conditions of this Agreement and of the Lock-Up Agreements, at any time or from time to time, the holders of Registrable Securities may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or, if available, on Form S-3 (including a shelf registration pursuant to Rule 415 under the Securities Act) or any similar short-form registration statement, including an automatic shelf registration statement (as defined in Rule 405) (an “Automatic Shelf Registration Statement”), if available to Pubco (“Short-Form Registrations”) in accordance with Section 2(b) and Section 2(c) below (such holders being referred to herein as the “Initiating Investors” and all registrations requested by the Initiating Investors being referred to herein as “Demand Registrations”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the intended method of distribution. Within five (5) Business Days after receipt of any such request, Pubco shall give written notice of such requested registration to all other holders of Registrable Securities and, subject to the terms and conditions set forth herein, shall include in such registration (and in all related registrations and qualifications under state blue sky laws or in compliance with other registration requirements and in any related underwriting) all such Registrable Securities with respect to which Pubco has received written requests for inclusion therein within five (5) Business Days after the receipt of Pubco’s notice. Each holder of Registrable Securities agrees that such holder shall treat as confidential the receipt of the notice of Demand Registration and shall not disclose or use the information contained in such notice of Demand Registration without the prior written consent of Pubco until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the holder in breach of the terms of this Agreement.
Requests for Registration. Subject to Section 2(b) below, (i) at any time and from time to time, the holders of a majority of (A) the 399 Venture Registrable Securities and (B) the BRS Registrable Securities may together request, and (ii) on the earlier of (A) the third anniversary of this Agreement and (B) the consummation of an underwritten public offering of shares of Common Stock registered under the Securities Act (provided that in no event shall the issuance of Common Stock pursuant to the Purchase Agreement be deemed an underwritten public offering for purposes hereof), either (x) the holders of a majority of the 399 Venture Registrable Securities, or (y) the holders of a majority of the BRS Registrable Securities may each request (1) registration, whether underwritten or otherwise, under the Securities Act of all or part of their Registrable Securities on Form S-1 or any similar long-form registration ("Long-Form - 3 - Registrations") or on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations"), if available or (2) that the Company file with the SEC a registration statement under the Securities Act on any applicable form pursuant to Rule 415 under the Securities Act (a "415 Registration"). Each request for a Long-Form Registration or Short-Form Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request for a Long-Form Registration, Short-Form Registration or 415 Registration, the Company will give written notice of such requested registration to all other holders of Registrable Securities and will include (subject to the provisions of this Agreement) in such registration, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 20 days after the receipt of the Company's notice. All registrations requested pursuant to in this Section 2(a) are referred to herein as "Demand Registrations".
Requests for Registration. Subject to the terms set forth herein, at any time after the earlier to occur of (A) one hundred twenty (120) days after the Company’s completion of an initial public offering (an “IPO”) of its equity securities registered under the Securities Act of 1933, as amended (the “Securities Act”), and (B) April 1, 2010: (i) Investor Stockholders holding at least twenty percent (20%) of the then outstanding Registrable Securities, having an expected aggregate price to the market of ten million dollars ($10,000,000), may request registration under the Securities Act of all or part of the Registrable Securities held by such Investor Stockholders on Form S-1 or any similar long-form registration (each, a “Long-Form Registration”) or, if available, on Form S-3 or any similar short-form registration (each, a “Short-Form Registration”), on the terms and conditions set forth in this Section 1(a) and in Section 1(b); and (ii) Investor Stockholders holding at least ten percent (10%) of the then outstanding Registrable Securities, having an expected aggregate price to the market of not less than one million dollars ($1,000,000), shall, if Short-From Registrations are then available to the Company under applicable law, be entitled to request Short-Form Registrations, on the terms and conditions set forth in this Section 1(a) and in Section 1(c). All registrations requested pursuant to this Section 1(a) are referred to herein as “Demand Registrations,” and the Investor Stockholders requesting a Demand Registration pursuant to the terms hereof are referred to herein as the “Initiating Holders.” Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and if known, the anticipated per-share price range for such offering. Within ten (10) days after receipt of any such request, the Company shall give written notice of such requested registration to all other Stockholders holding Registrable Securities and, subject to Sections 1(b), 1(c) and 1(d) below, shall include in such registration all Registrable Securities held by such Stockholders with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice.
Requests for Registration. Subject to the terms of this Agreement, the Holder (or any assignee or transferee of a number of Registrable Securities equal to the number of Registrable Securities owned by the Holder on the date hereof) may, at any time after the date hereof and prior to the ten-year anniversary of the date hereof, request registration under the Securities Act of 1933, as amended (the “Securities Act”) of all or part of their Registrable Securities. Within 10 days after receipt of any such request, the Company will give written notice of such request to all other holders of the Registrable Securities and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company’s notice. All registrations requested pursuant to this Section 1.1 are referred to herein as “Demand Registrations.”
Requests for Registration. (a) Subject to Section 1.2, at any time and from time to time on or after the Effective Time, any Series 2 Holder that owns at least 20,000 shares of Series 2 Preferred may request registration under the Securities Act of all or part of their Registrable Securities (i) on Form S-1 or any similar long-form registration statement (any such registration, a "Long-Form Demand Registration"), or (ii) on Form S-3 or any similar short-form registration statement (any such registration, a "Short-Form Demand Registration") if the Company qualifies to use such form. Thereafter, the Company will use its best efforts to promptly effect the registration of such Registrable Securities under the Securities Act on the form requested by the holder or holders making such registration request. All registrations requested pursuant to this Section 1.1 are referred to herein as "Demand Registrations." Upon receipt of a request for a Demand Registration, the Company will give prompt written notice (in any event within three (3) Business Days after its receipt of such request) of the request for a Demand Registration to all holders of Registrable Securities not making such request and will include in such Demand Registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) days after the receipt of the Company's notice. The holders of the Registrable Securities making any such registration request may, at any time prior to the effective date of the registration statement relating to any Demand Registration, revoke such Demand Registration request by providing written notice to the Company.
Requests for Registration. Subject to the following paragraphs of this Section 2(a), the Requisite Investors shall have the right by delivering a written notice to the Company (a “Demand Notice”) to require the Company to register, pursuant to the terms of this Agreement under and in accordance with the provisions of the Securities Act, the number of Registrable Securities requested to be so registered pursuant to the terms of this Agreement and, in the case of an initial Public Offering, a number of shares of Common Stock specified by such group of Requisite Investors to be issued and sold in the initial Public Offering (a “Demand Registration”); provided, however, that a Demand Notice may only be made if the sale of the Registrable Securities requested to be registered by such group of Requisite Investors and/or, in the case of an initial Public Offering, the sale of the number of shares of Common Stock specified by such group of Requisite Investors to be issued in the initial Public Offering is reasonably expected to result in aggregate gross cash proceeds in excess of $200,000,000 (without regard to any underwriting discount or commission). Following receipt of a Demand Notice for a Demand Registration, the Company shall use its reasonable best efforts to file a Registration Statement as promptly as practicable, but not later than 60 days after such Demand Notice (in the case of an initial Public Offering), and 30 days after such Demand Notice (in the case of any Public Offering other than an initial Public Offering), and shall use its reasonable best efforts to cause such Registration Statement to be declared effective under the Securities Act as promptly as practicable after the filing thereof. No Demand Registration shall be deemed to have occurred for purposes of this Section 3 if the Registration Statement relating thereto (i) does not become effective (ii) is not maintained effective for the period required pursuant to this Section 2, or (iii) the offering of the Registrable Securities pursuant to such Registration Statement is subject to a stop order, injunction or similar order or requirement of the SEC during such period in which case such requesting holder of Registrable Securities shall be entitled to an additional Demand Registration, as the case may be, in lieu thereof. Within 10 days after receipt by the Company of a Demand Notice, the Company shall give written notice (the “Notice”) of such Demand Notice to all other holders of Registrable Securities and shall, su...
Requests for Registration. At any time, the holders of a majority of the Investor Registrable Securities and, if after a failure to repay the Bridge Loan Obligations in full in cash on or prior to August 26, 2003, or if DigitalNet exercises the Extension Option (as defined in the Warrant Agreement) on or prior to November 26, 2003, at any time after the date that is six-months after the Company's initial public offering, the holders of a majority of the Warrant Holder Registrable Securities, may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration ("LONG-FORM REGISTRATIONS"), or on Form S-2 or S-3 (including pursuant to Rule 415 under the Securities Act) or any similar short-form registration ("SHORT-FORM REGISTRATIONS"), if available. All registrations requested pursuant to this SECTION 1(a) are referred to herein as "DEMAND REGISTRATIONS." Each request for a Demand Registration shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten days after receipt of any such request, the Company shall give written notice of such requested registration to all other holders of Registrable Securities and shall include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within 15 days after the receipt of the Company's notice.
Requests for Registration. At any time after one hundred twenty (120) days from the date of this Agreement the Initiating Holders may request registration under the Securities Act of all or part of their Registrable Securities. Within ten (10) days after receipt of any such request, the Company will give written notice of such requested registration to all other Holders of Registrable Securities and any other stockholder having registration rights which entitle it to participate in such registration. The Company will include in such registration all Registrable Securities with respect to which it has received written requests for inclusion therein within fifteen (15) days after receipt of the Company's notice. The Company shall cause its management to cooperate fully and to use its best efforts to support the registration of the Registrable Securities and the sale of the Registrable Securities pursuant to such registration as promptly as is practicable. Such cooperation shall include, but not be limited to, management's attendance and reasonable presentations in respect of the Company at road shows with respect to the offering of Registrable Securities. All registrations requested under this Section 5.2(a) are referred to herein as "Demand Registrations." The Holders of Registrable Securities will be entitled to request one Demand Registration hereunder. A registration will not count as a Demand Registration until it has become effective. Should the Demand Registration not be filed by the Company within sixty (60) days of the date of the Company's written notice to the Holders of Registrable Securities, then the Company shall pay to all the Holders of Registrable Securities, on a pro rata basis, as liquidated damages, the sum of TWO HUNDRED THIRTY-THREE DOLLARS ($233) per day for each day beyond the sixty (60) day period that the Demand Registration has not been filed; provided, however, that the maximum amount of liquidated damages payable to the Holders hereunder shall be $100,000.
Requests for Registration. Subject to paragraph 2(b) below, the holders of a majority of the Registrable Securities may request, at any time and from time to time, registration under the Securities Act of 1933, as amended (the "Securities Act"), of all or part of their Registrable Securities on Form S-1 or any similar long-form registration ("Long-Form Registrations"), and each holder of Registrable Securities may request registration under the Securities Act of all or part of their Registrable Securities on Form S-2 or S-3 or any similar short-form registration ("Short-Form Registrations"), if available. Each request for a Demand Registration (as defined below) shall specify the approximate number of Registrable Securities requested to be registered and the anticipated per share price range for such offering. Within ten (10) days after receipt of any such request, the Company will give written notice of such requested registration to all other holders of Registrable Securities and will include in such registration all Registrable Securities with respect to which the Company has received written requests for inclusion therein within twenty (20) days after the receipt of the Company's notice. All registrations requested pursuant to this paragraph 2(a) are referred to herein as "Demand Registrations".
Requests for Registration. At any time and from time to time, the Sponsor Investors may request registration under the Securities Act of all or any portion of their Registrable Securities on Form S-1 or any similar long-form registration statement (“Long-Form Registrations”) or on Form S-3 or any similar short-form registration statement (“Short-Form Registrations”), if available (any such requested registration, a “Demand Registration”). The Sponsor Investors may request that any Demand Registration be made pursuant to Rule 415 under the Securities Act (a “Shelf Registration”) and (if the Company is a WKSI at the time any such request is submitted to the Company or will become one by the time of the filing of such Shelf Registration) that such Shelf Registration be an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “Automatic Shelf Registration Statement”). Each request for a Demand Registration must specify the approximate number or dollar value of Registrable Securities requested to be registered by the requesting Holders and (if known) the intended method of distribution. The Sponsor Investors will be entitled to request an unlimited number of Demand Registrations. The Company will pay all Registration Expenses, whether or not any such registration is consummated.
