Common use of Requested Registration Clause in Contracts

Requested Registration. Until April 26, 2001 or the date that all of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx will, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such time.

Requested Registration. Until April 26If, 2001 or the date that all of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without at any volume limitation, whichever is earlier, subject time prior to the following provisions a Shareholder may request that Xxxxxxx register all or a portion third anniversary date of his Registrable Securities. If Xxxxxxx shall this Agreement, Michxxx xxxll receive a written request from one or more Shareholders that Xxxxxxx effect Michxxx xxxect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx willMichxxx xxxl, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within Michxxx xxxhin ten (10) days from the date of the notice by Xxxxxxx to Michxxx xx have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx willMichxxx xxxl, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall Michxxx xxxll use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement -15- 129 continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. XxxxxxxMichxxx: (ix) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx isMichxxx xx, at such time, conducting or about to conduct an underwritten public offering of Equity Securities equity securities (or securities convertible into Equity Securitiesequity securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) 90 days if Xxxxxxx determinesMichxxx xxxermines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at Michxxx xx such time.

Requested Registration. Until April 26, 2001 or the date that all of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx will, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx The Company shall use its reasonable best efforts to: to register the sale or distribution by the Holders, on a delayed or continuous basis, of all of the Registrable Securities on a Form S-3 registration statement (ior any successor form to Form S-3) (the "Shelf Registration") by the date which is 180 days after the date of the Closing (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act and any other governmental requirements or regulations). Once declared effective, the Company shall use its reasonable best efforts to cause (x) the Resale Shelf Registration Statement to remain effective until such time as all of the Registrable Securities issued in connection with or related to the Series B Purchase Agreement can be resold to the public within any and all three month periods under Rule 144 or another similar exemption under the Securities Act (without giving effect to Rule 144(k)), and (y) the Shelf Registration to be useable by the Holders during the entire relevant period, except that the Shelf Registration may be unuseable (including by way of notice sent pursuant to Section 10(d)) for an aggregate of 90 days in any twelve month period (provided, however, that for the period consisting of the first 12 months following the date the Shelf Registration is initially declared effective under the Securities Act such 90-day period shall be reduced by the SEC as soon as practicable thereafter; and (ii) maintain number of days the effectiveness of the Resale Shelf Registration Statement continuously until the earliest of: was delayed pursuant to clause (A2) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary below of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registrationSection). Xxxxxxx: (i) The Company shall not be obligated to cause take any special audit action to effect the Shelf Registration: (1) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, qualification or compliance unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act; or (2) if the Company shall furnish to such Holders a certificate, signed by the President or Chief Executive Officer of the Company, stating that in the good faith judgment of the Board of Directors it would be seriously detrimental to the Company for a registration statement to be undertaken declared effective in connection with any such registration; (ii) the near future, then the date by which the Company shall have the Shelf Registration effective may be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing extended by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such time90 days.

Requested Registration. Until April 26, 2001 or (a) At any time after the date that all third anniversary of the shares Closing Date, each of Xxxxxxx common stock Beneficially Owned Gellein and Xxxxx shall have the right to require the Company, by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx (the "Demand Request"), to effect an Underwritten Registration with respect to Registrable Shares owned by such individuals, if any, and their respective Affiliates. The Company will give prompt written notice (the "Notice of Demand Request") of such demand for an Underwritten Registration to all Holders and thereupon the Company shall, as expeditiously as reasonably practicable, file a Registration Statement relating to the registration under the Securities Act of all or a part of such Shareholders' the Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of Shares which the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx will, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it Company has been so requested to register covering resales from time by the demanding Holder and all other Registrable Shares as to time which Holders (other than the demanding Holder) shall have made a written request to the Company for registration thereof within 30 days after the Notice of Demand Request, all to the extent necessary to permit the sale or other disposition in an Underwritten Offering by such Holders of the Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: Shares to be so registered; provided; however, that (i) cause if such registration is a Cutback Registration, the Resale Registration Statement Company shall register in such registration (A) first, the Registrable Shares proposed to be declared effective sold by Gellein and Xxxxx and their respective Affiliates on a pro rata basis, based upon the SEC as soon as practicable thereafternumber of Registrable Shares that each such party and their Affiliates originally sought to include in such registration and (B) second, the Registrable Shares proposed to be sold by each of the Holders and their respective Affiliates, other than Gellein and Xxxxx and their respective Affiliates, on a pro rata basis, based upon the number of Registrable Shares that each such party and their respective Affiliates originally sought to include in such registration; and (ii) maintain that the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Company shall not be obligated to cause take any special audit action to be undertaken in connection with effect any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared qualification or compliance pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities Section 4(a) (A) within 90 days (or securities convertible into Equity Securities) such other date as may be agreed between the Company, the Holders, and is advised in writing by its the managing underwriter that of an Underwritten Offering of Registrable Shares) immediately following the effective date of any Registration Statement pertaining to such underwritten public offer wouldan Underwritten Offering; (B) if a Requested Registration has become effective under the Securities Act within the past 360 days; or (C) if the demanding Holder has requested the registration of a number of Registrable Shares which is less than 5% of the outstanding Common Stock or greater than 15% of the outstanding Common Stock, in its opinion, be adversely effected by each case set forth in the registration so requested; and Company's Quarterly Report on Form 10-Q (iiior any successor form) shall be entitled for the Company's most recently completed fiscal quarter prior to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view the Company's receipt of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeDemand Request.

Requested Registration. Until April 26, 2001 or At any time after the date that all hereof and on or prior to the third anniversary of the shares of Xxxxxxx common stock Beneficially Owned date hereof, upon written request by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject Majority Holders to the following provisions a Shareholder may request Company, that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx the Company effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice(a "Requested Registration"), Xxxxxxx will, as soon as practicable, the Company will use reasonable its best efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all the Registrable Securities which it the Company has been so requested to register covering resales from time to time by the Holders within one hundred twenty (120) days after receipt of such Registrable Securities request or within sixty (60) days after receipt of such request with respect to a Requested Registration, if the Company is qualified to file a registration statement on SEC Form S-3 or any successor or similar short-form registration statement (collectively, "SEC Form S-3") and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafterdoes not subject such registration to a full review; and (ii) maintain provided, however, that the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Company shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for effect a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared Requested Registration pursuant to this section subdivision (a), (A) unless with respect to a Requested Registration, the shares to be registered represent at least two percent (2%) of the Common Stock then outstanding and the anticipated aggregate offering price of the Registrable Securities to be sold is at least $2,000,000, in the case of registration on XXX Xxxx X-0, or at least $5,000,000 in the case of other registrations, or (B) during the 180 day period immediately following the consummation of any previous Requested Registration pursuant to this Section. Subject to all limitations in the preceding sentence, the Company must effect no more than three Requested Registrations pursuant to this subdivision (a) to the extent such Requested Registrations may be effected on SEC Form S-3, and no more than two Requested Registrations hereunder other than on SEC Form S-3. Subject to subdivision (e), the Company may include in such Requested Registration other securities of the Company for sale, for the Company's account or for the account of any other person, if Xxxxxxx isthere is no underwriter and, at such timeif there is an underwriter, conducting or about if and to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its the extent that the managing underwriter determines that the inclusion of such additional shares will not interfere with the orderly sale of the underwritten public offer wouldsecurities at a price range acceptable to the requesting Holders. Upon receipt of a written request pursuant to this subdivision (a) the Company shall promptly give written notice of such request to all Holders, and all Holders shall be afforded the opportunity to join in its opinion, such request. The Company will be adversely effected obligated to include in the Requested Registration such number of Registrable Securities of any Holder joining in such request as are specified in a written request by such Holder received by the registration so requested; and (iii) shall be entitled to postpone Company within 20 days after receipt of such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of written notice from the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeCompany.

Requested Registration. Until April 26At any time on or after September 1, 2001 or 2000, if the date that all Registrable Securities have not already been registered under the Securities Act, upon written request by the Holders of at least 51% of the shares of Xxxxxxx common stock Beneficially Owned by Registrable Securities outstanding at the Shareholders are eligible for sale under Rule 144 time of the SEC without any volume limitation, whichever is earlier, subject request to the following provisions a Shareholder may request Company, that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx the Company effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice(a "Requested Registration"), Xxxxxxx will, as soon as practicable, the Company will use reasonable its best efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all the Registrable Securities which it the Company has been so requested to register covering resales from time to time by the Holders within sixty (60) days after receipt of such request; provided, however, that the Company shall not be required to effect the registration of less than 25% of the Vested Warrant Shares. the Company shall not be obligated to effect more than one Requested Registration hereunder. The Company may include in such Requested Registration other securities of the Company for sale, for the Company's account or for the account of any other person, if and to the extent that the managing underwriter determines that the inclusion of such additional shares will not interfere with the orderly sale of the underwritten securities at a price range acceptable to the requesting Holders. Upon receipt of a written request pursuant to this subdivision (a) the Company shall promptly give written notice of such request to all Holders, and all Holders shall be afforded the opportunity to participate in such request. The Company will be obligated to include in the Requested Registration such number of Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective of any Holder joining in such request as are specified in a written request by the SEC as soon as practicable thereafter; and (ii) maintain Holder received by the effectiveness Company within 20 days after receipt of such written notice from the Resale Company. Notwithstanding the foregoing, the Company shall have no obligation to file a Requested Registration Statement continuously until if at such time the earliest of: (A) Holders are eligible to sell the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under pursuant to Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timevolume limitation.

Requested Registration. Until April 26(a) At such time as the Purchaser's obligations to register shares set forth in that certain registration rights agreement dated as of July 31, 2001 1996 between the Purchaser and Quantum Industrial Partners LDC, S-C Phoenix Holdings, L.L.C., Winston Partners II LDC and Winston Partners II LLC (collectively, the "Xxxxxxxxx Group") have terminated (the "Prior Agreement"), or the date that all Purchaser --------------- --------------- otherwise amends, or obtains a waiver of, the Prior Agreement which permits the granting of registration rights upon the request of the shares of Xxxxxxx common stock Beneficially Owned by Stockholder, which the Shareholders are eligible for sale under Rule 144 Purchaser hereby agrees to use its commercially reasonable efforts to secure on behalf of the SEC without any volume limitationStockholder, whichever is earlier, subject to upon the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx effect (the registration "Request") of the ------- Stockholder, the Purchaser shall cause to be filed under the Securities Act a registration statement on such form as selected by the Stockholder (with the approval of the Purchaser, which shall not be unreasonably withheld) of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders portion of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such noticeso requested by the Stockholder, Xxxxxxx willand the Purchaser shall take reasonable actions to effect, as soon as practicable, use subject to the reasonable efforts to effect cooperation of the Stockholder, within 120 days after the Request is received from the Stockholders, the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act Act, of all the Registrable Securities which it the Purchaser has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain Stockholder. Whenever the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Purchaser shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for effect a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct Section 9.2(a) which is an underwritten public offering by the Stockholder of Equity Securities (Registrable Securities, holders of securities of the Purchaser who have "piggyback" registration rights may include all or a portion of such securities convertible into Equity Securities) and is advised in writing by its such registration, offering or sale; provided, however, if the managing underwriter of any such public offering shall inform the Purchaser by letter of its belief that the number or type of securities of the Purchaser requested by holders of the securities of the Purchaser other than the Stockholder to be included in such registration would materially and adversely affect the underwritten public offering, then the Purchaser shall include in such registration, to the extent of the number and type of securities which the Purchaser is so advised can be sold in such Public Offering, first, all of the Registrable Securities specified by the Stockholder in the Request and second, for each holder of the Purchaser's securities other than the Stockholder, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Purchaser that such underwritten public offer would, holder proposes to include in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and by (ii) the disclosure required total number of securities proposed to be made pursuant thereto would not be included in such registration by all holders other than the best interest of Xxxxxxx at such timeStockholder.

Requested Registration. Until April 26, 2001 or (a) If the date that all of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx Company shall receive from the Purchaser a written request from one or more Shareholders that Xxxxxxx the Company effect the any registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice with respect to all other Shareholders not less than 33-1/3% of the receipt of such request issued and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his outstanding Registrable Securities included in such registration. Upon receipt of such noticeheld by the Purchaser, Xxxxxxx will, the Company shall as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall practicable use its reasonable best efforts to: to register (iincluding, without limitation, the execution of an undertaking to file post-effective amendments and any other governmental requirements) cause all Registrable Securities which the Resale Registration Statement Purchaser requests to be declared effective by registered; PROVIDED, that the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Company shall not be obligated to cause any special audit file a registration statement pursuant to be undertaken in connection with any such registrationthis Section 10.2 (i) prior to two years from the Closing Date; (ii) within 12 months of a prior request under this Section 10.2; (iii) within 120 days following the effective date of any registered offering of the Company's securities to the general public in which the Purchaser shall have been able effectively to register all Registrable Securities as to which registration shall have been requested by the Purchaser; (iv) in any registration having an aggregate offering price (before deduction of underwriting discounts and expenses of sale) of less than $7,500,000; or (v) after the Company has effected three such registrations pursuant to this Section 10.2; PROVIDED, HOWEVER, that the Company shall be entitled required to postpone for effect only one such registration to a reasonable period transferee (other than an affiliated entity), after permitted transfer of timethis Agreement, pursuant to Section 12.6. The Company shall file a registration statement covering the Registrable Securities so requested to be registered as soon as practical, but in any event within 90 days after receipt of the request of the Purchaser, and shall use reasonable best efforts to have such registration statement promptly declared effective by the Commission whether or not all Registrable Securities requested to be registered can be included; PROVIDED, HOWEVER, that if the Company shall furnish to the Purchaser a certificate signed by the President of the Company stating that in excess the good-faith judgment of ninety (the Board of Directors it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed within such 90) days, -day period and it is therefore essential to defer the filing of any such registration statement, the Company shall have an additional period of not more than 90 days after the expiration of the initial 90-day period within which to file such registration statement; PROVIDED, that during such time the Company may not file a registration statement otherwise required for securities to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) issued and is advised in writing by sold for its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeown account.

Requested Registration. Until April 26, 2001 or At any time after the date that all hereof and on or prior to the third anniversary of the shares of Xxxxxxx common stock Beneficially Owned date hereof, upon written request by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject Majority Holders to the following provisions a Shareholder may request Company, that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx the Company effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice(a "REQUESTED REGISTRATION"), Xxxxxxx will, as soon as practicable, the Company will use reasonable its best efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all the Registrable Securities which it the Company has been so requested to register covering resales from time to time by the Holders within one hundred twenty (120) days after receipt of such Registrable Securities request or within sixty (60) days after receipt of such request with respect to a Requested Registration, if the Company is qualified to file a registration statement on SEC Form S-3 or any successor or similar short-form registration statement (collectively, "SEC Form S-3") and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafterdoes not subject such registration to a full review; and (ii) maintain provided, however, that the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Company shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for effect a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared Requested Registration pursuant to this section subdivision (a), (A) unless with respect to a Requested Registration, the shares to be registered represent at least two percent (2%) of the Common Stock then outstanding and the anticipated aggregate offering price of the Registrable Securities to be sold is at least $2,000,000, in the case of registration on XXX Xxxx X-0, or at least $5,000,000 in the case of other registrations, or (B) during the 180 day period immediately following the consummation of any previous Requested Registration pursuant to this Section. Subject to all limitations in the preceding sentence, the Company must effect no more than three Requested Registrations pursuant to this subdivision (a) to the extent such Requested Registrations may be effected on SEC Form S-3, and no more than two Requested Registrations hereunder other than on SEC Form S-3. Subject to subdivision (e), the Company may include in such Requested Registration other securities of the Company for sale, for the Company's account or for the account of any other person, if Xxxxxxx isthere is no underwriter and, at such timeif there is an underwriter, conducting or about if and to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its the extent that the managing underwriter determines that the inclusion of such additional shares will not interfere with the orderly sale of the underwritten public offer wouldsecurities at a price range acceptable to the requesting Holders. Upon receipt of a written request pursuant to this subdivision (a) the Company shall promptly give written notice of such request to all Holders, and all Holders shall be afforded the opportunity to join in its opinion, such request. The Company will be adversely effected obligated to include in the Requested Registration such number of Registrable Securities of any Holder joining in such request as are specified in a written request by such Holder received by the registration so requested; and (iii) shall be entitled to postpone Company within 20 days after receipt of such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of written notice from the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeCompany.

Requested Registration. Until April 26, 2001 or At any time after the date that all of the shares of Xxxxxxx common stock Beneficially Owned hereof, upon written request by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject Holder to the following provisions a Shareholder may request Company that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx the Company effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such noticeowned by the Holder (a "Requested Registration"), Xxxxxxx will, as soon as practicable, the Company will use reasonable its best efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all the Registrable Securities which it the Company has been so requested to register covering resales from time to time by the Holder within one hundred twenty (120) days after receipt of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: request or within sixty (i60) cause days after receipt of such request with respect to a Requested Registration, if the Resale Registration Statement Company is qualified to be declared effective by file a registration statement on SEC Form S-3 or any successor or similar short-form registration statement (collectively, "SEC Form S- 3"); provided, however, that the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Company shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for effect a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared Requested Registration pursuant to this section subdivision (b), (A) unless with respect to a Requested Registration, the shares to be registered represent at least two percent (2%) of the Common Stock then outstanding and the anticipated aggregate offering price of the Registrable Securities to be sold is at least $1,000,000, in the case of registration on XXX Xxxx X-0, or at least $2,000,000 in the case of other registrations, or (B) during the 180 day period immediately following the consummation of any previous Requested Registration pursuant to this Section. Subject to all limitations in the preceding sentence, the Company must effect an unlimited number of Requested Registrations pursuant to this subdivision (b) to the extent such Requested Registrations may be effected on SEC Form S-3, but the Company shall not be obligated to effect more than three Requested Registrations hereunder other than on SEC Form S-3. Subject to subdivision (g), the Company may include in such Requested Registration other securities of the Company for sale, for the Company's account or for the account of any other person, if Xxxxxxx isthere is no underwriter and, at such timeif there is an underwriter, conducting or about if and to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its the extent that the managing underwriter determines that the inclusion of such additional shares will not interfere with the orderly sale of the underwritten public offer wouldsecurities at a price range acceptable to the requesting Holder. Upon receipt of a written request pursuant to this subdivision (b), the Company shall promptly give written notice of such request to all holders of its Common Stock, and all such holders shall be afforded the opportunity to join in its opinion, be adversely effected such request. The Company will include in the Requested Registration such number of securities of the holders joining in such request as are specified in a written request by the registration so requested; and (iii) shall be entitled to postpone holders received by the Company within 20 days after receipt of such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of written notice from the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeCompany.

Requested Registration. Until April 26, 2001 or At any time after the date that all of the shares of Xxxxxxx common stock Beneficially Owned hereof, upon written request by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject Holder to the following provisions a Shareholder may request Company that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx the Company effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such noticeowned by the Holder (a "Requested Registration"), Xxxxxxx will, as soon as practicable, the Company will use reasonable its best efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all the Registrable Securities which it the Company has been so requested to register covering resales from time to time by the Holder within one hundred twenty (120) days after receipt of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: request or within sixty (i60) cause days after receipt of such request with respect to a Requested Registration, if the Resale Registration Statement Company is qualified to be declared effective by file a registration statement on SEC Form S-3 or any successor or similar short-form registration statement (collectively, "SEC Form S-3"); provided, however, that the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Company shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for effect a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared Requested Registration pursuant to this section subdivision (b), (A) unless with respect to a Requested Registration, the shares to be registered represent at least two percent (2%) of the Common Stock then outstanding and the anticipated aggregate offering price of the Registrable Securities to be sold is at least $1,000,000, in the case of registration on XXX Xxxx X-0, or at least $2,000,000 in the case of other registrations, or (B) during the 180 day period immediately following the consummation of any previous Requested Registration pursuant to this Section. Subject to all limitations in the preceding sentence, the Company must effect an unlimited number of Requested Registrations pursuant to this subdivision (b) to the extent such Requested Registrations may be effected on SEC Form S-3, but the Company shall not be obligated to effect more than three Requested Registrations hereunder other than on SEC Form S-3. Subject to subdivision (g), the Company may include in such Requested Registration other securities of the Company for sale, for the Company's account or for the account of any other person, if Xxxxxxx isthere is no underwriter and, at such timeif there is an underwriter, conducting or about if and to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its the extent that the managing underwriter determines that the inclusion of such additional shares will not interfere with the orderly sale of the underwritten public offer wouldsecurities at a price range acceptable to the requesting Holder. Upon receipt of a written request pursuant to this subdivision (b), the Company shall promptly give written notice of such request to all holders of its Common Stock, and all such holders shall be afforded the opportunity to join in its opinion, be adversely effected such request. The Company will include in the Requested Registration such number of securities of the holders joining in such request as are specified in a written request by the registration so requested; and (iii) shall be entitled to postpone holders received by the Company within 20 days after receipt of such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of written notice from the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeCompany.

Requested Registration. Until April 26, 2001 If Agritope shall be requested by Purchaser or the date that all an affiliated holder of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject Series A Preferred Stock or Eligible Shares to the following provisions effect a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx effect the registration under the Securities 1933 Act of all or a part covering the Eligible Shares, Agritope shall promptly give written notice of such Shareholders' Registrable Securities, then Xxxxxxx will, proposed registration to all persons who purchased Series A Preferred Stock from Agritope. Any holders of Series A Preferred Stock who wish to participate in the offering must respond within ten (10) 10 days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice. Upon such a request, Xxxxxxx will, Agritope shall as soon expeditiously as practicable, possible use reasonable its best efforts to effect the file a registration on Form S-3 and pursuant to Rule 415 statement (the "Resale Registration Statement") under the Securities 1933 Act with respect to the resale of all Registrable Securities Eligible Shares. If the request is made at a time when Agritope is not eligible to use Form S-3, Agritope shall use its best efforts to file the Registration Statement with respect to the Eligible Shares which it Agritope has been so requested to register covering resales from (a) in such request and (b) in any response to such notice received by Agritope, within 60 days after the date by which holders must respond to Agritope's notice. If the request is made at a time when Agritope is eligible to time of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause Form S-3, the Resale Registration Statement shall be filed with respect to be declared effective by the SEC all Eligible Shares as soon expeditiously as practicable thereafter; and (ii) maintain the effectiveness of the Resale is practicable. Agritope shall have an obligation to file a Registration Statement continuously until under this Section 5.2 only once, except that if the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) filed is not on Form S-3, and is not filed with respect to all Eligible Shares, Agritope shall have an obligation to file a Registration Statement on Form S-3 with respect to the third anniversary of remaining Eligible Shares if a later request is made under this Shareholder Agreement or such lesser section at a time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be when Agritope is entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeuse Form S-3.

Requested Registration. Until April 26, 2001 or At any time after the earlier to occur of (A) the first anniversary of the date that all hereof and (B) the Company's initial public offering of equity securities, so long as no Lock-Up Period is then in effect, upon written request by the Holders of at least 20% of the shares of Xxxxxxx common stock Beneficially Owned by Registrable Securities outstanding at the Shareholders are eligible for sale under Rule 144 time of the SEC without any volume limitation, whichever is earlier, subject request to the following provisions a Shareholder may request Company, that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx the Company effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice(a "Requested Registration"), Xxxxxxx will, as soon as practicable, the Company will use reasonable its best efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all the Registrable Securities which it the Company has been so requested to register covering resales from time to time by the Holders within sixty (60) days after receipt of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: request or within thirty (i30) cause days after receipt of such request if the Resale Registration Statement Company is qualified to be declared effective by file a registration statement on Commission Form S-3 or any successor or similar short-form registration statement (collectively, "Form S-3")); provided, however, that the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Company shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for effect a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared Requested Registration pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten subdivision during the 180 day period immediately following the commencement of the Company's public offering of Equity Securities equity securities or during any Lock-Up Period. The Company must effect an unlimited number of registrations pursuant to this subdivision (a) to the extent such registrations may be effected on Form S-3, but the Company shall not be obligated to effect more than five Requested Registrations in the aggregate for the Holders hereunder other than on Form S-3. The Company shall not be obligated to effect more than one Registration Statement every six months. Subject to subdivision (f), the Company may include in such Requested Registration other securities of the Company for sale, for the Company's account or securities convertible into Equity Securities) for the account of any other person, if and is advised in writing by its to the extent that the managing underwriter determines that the inclusion of such underwritten public offer would, in its opinion, be adversely effected by additional shares will not interfere with the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view orderly sale of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx underwritten securities at such time.a price range acceptable to

Requested Registration. Until April 26, 2001 or (a) At any time after the date that all third anniversary of the shares Closing Date, each of Xxxxxxx common stock Beneficially Owned Gellein and Xxxxx shall have the right to require the Company, by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx (the "Demand Request"), to effect an Underwritten Registration with respect to Registrable Shares owned by such individuals, if any, and their respective Affiliates. The Company will give prompt written notice (the "Notice of Demand Request") of such demand for an Underwritten Registration to all Holders and thereupon the Company shall, as expeditiously as reasonably practicable, file a Registration Statement relating to the registration under the Securities Act of all or a part of such Shareholders' the Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of Shares which the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx will, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it Company has been so requested to register covering resales from time by the demanding Holder and all other Registrable Shares as to time which Holders (other than the demanding Holder) shall have made a written request to the Company for registration thereof within 30 days after the Notice of Demand Request, all to the extent necessary to permit the sale or other disposition in an Underwritten Offering by such Holders of the Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: Shares to be so registered; provided; however, that (i) cause if such registration is -------- ------- a Cutback Registration, the Resale Registration Statement Company shall register in such registration (A) first, the Registrable Shares proposed to be declared effective sold by Gellein and Xxxxx and their respective Affiliates on a pro rata basis, based upon the SEC as soon as practicable thereafternumber of Registrable --- ---- Shares that each such party and their Affiliates originally sought to include in such registration and (B) second, the Registrable Shares proposed to be sold by each of the Holders and their respective Affiliates, other than Gellein and Xxxxx and their respective Affiliates, on a pro rata basis, based upon the number of --- ---- Registrable Shares that each such party and their respective Affiliates originally sought to include in such registration; and (ii) maintain that the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Company shall not be obligated to cause take any special audit action to be undertaken in connection with effect any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared qualification or compliance pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities Section 4(a) (A) within 90 days (or securities convertible into Equity Securities) such other date as may be agreed between the Company, the Holders, and is advised in writing by its the managing underwriter that of an Underwritten Offering of Registrable Shares) immediately following the effective date of any Registration Statement pertaining to such underwritten public offer wouldan Underwritten Offering; (B) if a Requested Registration has become effective under the Securities Act within the past 360 days; or (C) if the demanding Holder has requested the registration of a number of Registrable Shares which is less than 5% of the outstanding Common Stock or greater than 15% of the outstanding Common Stock, in its opinion, be adversely effected by each case set forth in the registration so requested; and Company's Quarterly Report on Form 10-Q (iiior any successor form) shall be entitled for the Company's most recently completed fiscal quarter prior to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view the Company's receipt of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeDemand Request.

Requested Registration. Until April 26At any time after the earlier to occur of (i) the Company’s initial public offering of equity securities or (ii) December 31, 2001 or the date that all of the shares of Xxxxxxx common stock Beneficially Owned 2006, upon written request by the Shareholders are eligible for sale under Rule 144 of Electing Investor Holders that the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx Company effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice(a “Requested Registration”), Xxxxxxx will, as soon as practicable, the Company will use reasonable its best efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all the Registrable Securities which it that the Company has been so requested to register covering resales from time to time by the Electing Investor Holders within sixty (60) days after receipt of such Registrable Securities request (or within thirty (30) days after receipt of such request if the Company is qualified to file a registration statement on Commission Form S-3 or any successor or similar short-form registration statement (collectively, “Commission Form S-3”)). The Electing Investor Holders may request, and Xxxxxxx shall use its reasonable best efforts to: the Company must effect upon receipt thereof as provided herein, up to four (i4) cause registrations under Commission Form S-1 and an unlimited number of registrations under Commission Form S-3 pursuant to this paragraph (a); provided, however, that the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Company shall not be obligated to cause effect more than two registrations in any special audit 365 day period. Subject to be undertaken in connection with any such registration; (iithe requirements of Section 2(f) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) daysbelow, the filing Company may include in such Registered Registration other securities of the Company for sale, for the Company’s account or for the account of any registration statement otherwise required other Person, if and to be prepared the extent that the managing underwriter determines that the inclusion of such additional shares will not interfere with the orderly sale of the underwritten securities at a price range acceptable to the Electing Investor Holders. Upon receipt of a written request pursuant to this section if Xxxxxxx isSection 2(a) the Company shall promptly give written notice of such request to all Holders, at and all Holders shall be afforded the opportunity to participate in such time, conducting or about request as follows: The Company will be obligated to conduct an underwritten public offering include in the Requested Registration such number of Equity Registrable Securities (or securities convertible into Equity Securities) and is advised of any Holder joining in writing by its managing underwriter that such underwritten public offer would, request as are specified in its opinion, be adversely effected a written request by the registration so requested; and Holder received by the Company within 20 days after receipt of such written notice from the Company subject to paragraph (iiif) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timebelow.

Requested Registration. Until April 26If, 2001 or the date that all of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without at any volume limitation, whichever is earlier, subject time prior to the following provisions a Shareholder may request that Xxxxxxx register all or a portion third anniversary date of his Registrable Securities. If Xxxxxxx shall this Agreement, Michxxx xxxll receive a written request from one or more Shareholders that Xxxxxxx effect Michxxx xxxect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx willMichxxx xxxl, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within Michxxx xxxhin ten (10) days from the date of the notice by Xxxxxxx to Michxxx xx have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx willMichxxx xxxl, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall Michxxx xxxll use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. XxxxxxxMichxxx: (ix) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx isMichxxx xx, at such time, conducting or about to conduct an underwritten public offering of Equity Securities equity securities (or securities convertible into Equity Securitiesequity securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) 90 days if Xxxxxxx determinesMichxxx xxxermines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at Michxxx xx such time.

Requested Registration. Until April 26(a) At such time as the Purchaser's obligations to register shares set forth in that certain registration rights agreement dated as of July 31, 2001 1996 between the Purchaser and Quantum Industrial Partners LDC, S-C Phoenix Holdings, L.L.C., Winston Partners II LDC and Winston Partners II LLC (collectively, the "Xxxxxxxxx Group") have terminated (the "Prior Agreement"), or the date that all Purchaser ---------------- --------------- otherwise amends, or obtains a waiver of, the Prior Agreement which permits the granting of registration rights upon the request of the shares of Xxxxxxx common stock Beneficially Owned by Stockholder, which the Shareholders are eligible for sale under Rule 144 Purchaser hereby agrees to use its commercially reasonable efforts to secure on behalf of the SEC without any volume limitationStockholder, whichever is earlier, subject to upon the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx effect (the registration "Request") of the ------- Stockholder, the Purchaser shall cause to be filed under the Securities Act a registration statement on such form as selected by the Stockholder (with the approval of the Purchaser, which shall not be unreasonably withheld) of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders portion of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such noticeso requested by the Stockholder, Xxxxxxx willand the Purchaser shall take reasonable actions to effect, as soon as practicable, use subject to the reasonable efforts to effect cooperation of the Stockholder, within 120 days after the Request is received from the Stockholders, the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act Act, of all the Registrable Securities which it the Purchaser has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain Stockholder. Whenever the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Purchaser shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for effect a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct Section 9.2(a) which is an underwritten public offering by the Stockholder of Equity Securities (Registrable Securities, holders of securities of the Purchaser who have "piggyback" registration rights may include all or a portion of such securities convertible into Equity Securities) and is advised in writing by its such registration, offering or sale; provided, however, if the managing underwriter of any such public offering shall inform the Purchaser by letter of its belief that the number or type of securities of the Purchaser requested by holders of the securities of the Purchaser other than the Stockholder to be included in such registration would materially and adversely affect the underwritten public offering, then the Purchaser shall include in such registration, to the extent of the number and type of securities which the Purchaser is so advised can be sold in such Public Offering, first, all of the Registrable Securities specified by the Stockholder in the Request and second, for each holder of the Purchaser's securities other than the Stockholder, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Purchaser that such underwritten public offer would, holder proposes to include in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and by (ii) the disclosure required total number of securities proposed to be made pursuant thereto would not be included in such registration by all holders other than the best interest of Xxxxxxx at such timeStockholder.

Requested Registration. Until April 26(a) At such time as the Purchaser's obligations to register shares set forth in that certain registration rights agreement dated as of July 31, 2001 1996 between the Purchaser and Quantum Industrial Partners LDC, S-C Phoenix Holdings, L.L.C., Winston Partners II LDC and Winston Partners II LLC (collectively, the "CHATERJEE GROUP") have terminaxxx (xxx "PRIOR AGREEMENT"), or the date that all Purchaser otherwise amends, or obtains a waiver of, the Prior Agreement which permits the granting of registration rights upon the request of the shares of Xxxxxxx common stock Beneficially Owned by Stockholder, which the Shareholders are eligible for sale under Rule 144 Purchaser hereby agrees to use its commercially reasonable efforts to secure on behalf of the SEC without any volume limitationStockholder, whichever is earlier, subject to upon the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx effect (the registration "REQUEST") of the Stockholder, the Purchaser shall cause to be filed under the Securities Act a registration statement on such form as selected by the Stockholder (with the approval of the Purchaser, which shall not be unreasonably withheld) of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders portion of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such noticeso requested by the Stockholder, Xxxxxxx willand the Purchaser shall take reasonable actions to effect, as soon as practicable, use subject to the reasonable efforts to effect cooperation of the Stockholder, within 120 days after the Request is received from the Stockholders, the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act Act, of all the Registrable Securities which it the Purchaser has been so requested to register covering resales from time to time of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause the Resale Registration Statement to be declared effective by the SEC as soon as practicable thereafter; and (ii) maintain Stockholder. Whenever the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Purchaser shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for effect a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct Section 9.2(a) which is an underwritten public offering by the Stockholder of Equity Securities (Registrable Securities, holders of securities of the Purchaser who have "piggyback" registration rights may include all or a portion of such securities convertible into Equity Securities) and is advised in writing by its such registration, offering or sale; PROVIDED, HOWEVER, if the managing underwriter of any such public offering shall inform the Purchaser by letter of its belief that the number or type of securities of the Purchaser requested by holders of the securities of the Purchaser other than the Stockholder to be included in such registration would materially and adversely affect the underwritten public offering, then the Purchaser shall include in such registration, to the extent of the number and type of securities which the Purchaser is so advised can be sold in such Public Offering, first, all of the Registrable Securities specified by the Stockholder in the Request and second, for each holder of the Purchaser's securities other than the Stockholder, the fraction of each holder's securities proposed to be registered which is obtained by dividing (i) the number of the securities of the Purchaser that such underwritten public offer would, holder proposes to include in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and by (ii) the disclosure required total number of securities proposed to be made pursuant thereto would not be included in such registration by all holders other than the best interest of Xxxxxxx at such timeStockholder.

Requested Registration. Until April 26At any time after February 1, 2001 or 2001, and before February 1, 2011, upon written request by the date that all Holders of the shares minimum number of Xxxxxxx common stock Beneficially Owned by Registrable Securities stated below that the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx Company effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included (a "Requested Registration"), the Company will use its best efforts, consistent with practices customary in such registration. Upon receipt agreements of such noticethis nature, Xxxxxxx will, as soon as practicable, use reasonable efforts to effect the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") register under the Securities Act of all the Registrable Securities which it the Company has been so requested to register covering resales from time to time by the Holders within one hundred twenty (120) days after receipt of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: request or within sixty (i60) cause days after receipt of such request if the Resale Registration Statement Company is qualified to be declared effective by file a registration statement on Commission Form S-3 or any successor short-form registration statement (collectively, "Commission Form S-3"); provided, however, that the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Company shall not be obligated to cause effect a Requested Registration pursuant to this Section 4.1(a) during the one hundred eighty (180) day period immediately following the commencement of the Company's public offering of equity securities; and provided, further, that (i) the Company shall not be obligated to effect a Requested Registration of all or part of the Registrable Securities under cover of any special audit form other than Commission Form S-3, unless (A) the Holders of at least 60% of the Registrable Securities make such request, and (B) the number of Registrable Securities in the Requested Registration exceeds 500,000 shares, (ii) the Company shall not be obligated to be undertaken effect a Requested Registration of all or part of the Registrable Securities under cover of Commission Form S-3 unless (A) the Holders of in connection with any excess of at least 50% of the Registrable Securities make such registration; request, and (B) the number of Registrable Securities in the Requested Registration exceeds 100,000 shares, and (iii) the number of shares specified in (i) and (ii) shall be entitled proportionately adjusted to postpone for a reasonable period reflect any merger, consolidation, reorganization, stock dividend, stock split, combination of timeshares, but not in excess reclassification, recapitalization, automatic conversion, redemption or other similar event affecting the number or character of ninety outstanding shares of Common Stock. The Company must effect up to six (906) days, the filing of any registration statement otherwise required to be prepared registrations pursuant to this section if Xxxxxxx isSection 4.1(a) to the extent such registrations may be effected on Commission Form S-3, but the Company shall not be obligated to effect more than one (1) Requested Registration hereunder other than on Commission Form S-3. In the event that the Holders of at such time, conducting or about least 60% of the Registrable Securities decide to conduct effect a Requested Registration through an underwritten public offering offering, the Company may include in such Requested Registration other securities of Equity Securities (the Company for sale, for the Company's account or securities convertible into Equity Securities) for the account of any other Person, if and is advised in writing by its to the extent that the managing underwriter determines that the inclusion of such additional shares will not interfere with the orderly sale of the underwritten public offer wouldsecurities at a price range reasonably acceptable to those Holders whose Registrable Securities are to be included in the registration statement. If the Holders of at least 60% of the Registrable Securities do not desire to effect the Requested Registration through an underwritten offering, the Company may include in its opinionsuch Requested Registration other securities of the Company for sale, for the Company's account or for the account of any other Person. Upon receipt of a written request pursuant to this subsection (a), the Company shall promptly give written notice of such request to other Holders and the Company will be adversely effected obligated to include in the Requested Registration such number of Registrable Securities of any other Holders joining in such request as are specified in a written request by such other Holders received by the registration so requested; and (iii) shall be entitled to postpone Company within 20 days after the Company gives such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timewritten notice.

Requested Registration. Until At any time after the earlier to occur of (i) ---------------------- April 2616, 2001 or 2003, and (ii) the date that all Company's initial public offering of the shares of Xxxxxxx common stock Beneficially Owned equity securities (such an offering, an "Initial Public Offering"), upon written request by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject Initiating Holders to the following provisions Company that the Company effect a Shareholder may registration under the Securities Act (a "Requested Registration"), the Company shall use its diligent efforts to file a registration statement on Form S-1 or any similar long-form registration statement (each, a "Long-Form Registration Statement") (x) with respect to the first such Long-Form Registration Statement within ninety (90) days after receipt of such request that Xxxxxxx register all or a portion by such Initiating Holders and (y) with respect to each successive Long-Form Registration Statement, within sixty (60) days after receipt of his Registrable Securities. If Xxxxxxx shall receive a written such request from one or more Shareholders that Xxxxxxx by such Initiating Holders, in each case in order to effect the registration under the Securities Act of all or a part of such Shareholders' Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice, Xxxxxxx will, as soon as practicable, use reasonable efforts to effect (other than Founder Stock) that the registration on Form S-3 and pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act of all Registrable Securities which it Company has been so requested to register covering resales from time or to time file a registration statement on Commission Form S-2 or Form S-3 or any successor or similar short-form registration statement (each, a "Short-Form Registration Statement") within forty-five (45) days after receipt of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause request if the Resale Company is qualified to file a Short-Form Registration Statement to be declared effective by Statement; provided, however, that the SEC as soon as practicable thereafter; and (ii) maintain the effectiveness of the Resale Registration Statement continuously until the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) Company shall not be obligated to cause any special audit to be undertaken in connection with any such registration; file a -------- ------- Requested Registration on a Short-Form Registration Statement (iia "Short-Form Registration") shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx isSection 2(a) unless the anticipated gross aggregate offering price of the Registrable Securities to be sold pursuant thereto is at least two million dollars ($2,000,000) in the aggregate; provided, -------- further, however, that in the event the Company has not completed an Initial ------- ------- Public Offering, the Company shall not be obligated to file a Requested Registration on a Long-Form Registration Statement (a "Long-Form Registration") pursuant to this Section 2(a) unless at such time, conducting or about to conduct an underwritten public offering least eighty million dollars ($80,000,000) in aggregate principal amount of Equity the Registrable Securities (as measured by the aggregate gross offering price thereof as reflected in the registration statement with respect thereto), after giving effect to such registration, would be registered under the Securities Act; provided, further, -------- ------- however, that if the Company has previously completed an Initial Public Offering ------- the Company shall not be obligated to file a Long-Form Registration unless the anticipated aggregate gross offering price with respect thereto would equal or exceed thirty million dollars ($30,000,000). The Company must file an unlimited number of Short-Form Registrations pursuant to this Section 2(a) subject to the requirement that any such Short-Form Registration meets the two million dollar ($2,000,000) aggregate offering threshold referenced above and otherwise satisfies the conditions or requirements applicable thereto. In no event shall the Company be obligated hereunder to file more than six (6) Long-Form Registrations in the aggregate or more than two (2) Long-Form Registrations requested by any Investor and the affiliates thereof. Subject to Section 2(f), the Company may include in such Requested Registration other securities convertible into Equity Securities) of the Company for sale, for the Company's account or for the account of any other person, if and is advised in writing by its to the extent that the managing underwriter determines that the inclusion of such underwritten public offer would, in its opinion, be adversely effected by additional shares will not interfere with the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view orderly sale of the advisability Registrable Securities subject to such Requested Registration at a price range acceptable to the Majority Initiating Holders. Upon filing of deferring public disclosure of material corporate developments a Long-Form Registration Statement or other informationa Short-Form Registration Statement, that as the case may be, the Company shall thereafter use its diligent efforts to cause such registration and the disclosure required statement to be made pursuant thereto would not be in declared effective under the best interest of Xxxxxxx at such timeSecurities Act as promptly as possible.

Requested Registration. Until April 26, 2001 If Agritope shall be requested by Purchaser or the date that all an affiliated holder of the shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitation, whichever is earlier, subject Agritope Series A Preferred Stock or Eligible Shares to the following provisions effect a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders that Xxxxxxx effect the registration under the Securities 1933 Act of all or a part covering the Eligible Shares, Agritope shall promptly give written notice of such Shareholders' Registrable Securities, then Xxxxxxx will, proposed registration to all persons who purchased Agritope Series A Preferred Stock from Agritope. Any holders of Series A Preferred Stock who wish to participate in the offering must respond within ten (10) 10 days after receipt thereof, give notice to all other Shareholders of the receipt of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date of the notice by Xxxxxxx to have all or part of his Registrable Securities included in such registration. Upon receipt of such notice. Upon such a request, Xxxxxxx will, Agritope shall as soon expeditiously as practicable, possible use reasonable its best efforts to effect the file a registration on Form S-3 and pursuant to Rule 415 statement (the "Resale Registration Statement") under the Securities 1933 Act with respect to the resale of all Registrable Securities Eligible Shares. If the request is made at a time when Agritope is not eligible to use Form S-3, Agritope shall use its best efforts to file the Registration Statement with respect to the Eligible Shares which it Agritope has been so requested to register covering resales from (a) in such request and (b) in any response to such notice received by Agritope, within 60 days after the date by which holders must respond to Agritope's notice. If the request is made at a time when Agritope is eligible to time of such Registrable Securities and Xxxxxxx shall use its reasonable best efforts to: (i) cause Form S-3, the Resale Registration Statement shall be filed with respect to be declared effective by the SEC all Eligible Shares as soon expeditiously as practicable thereafter; and (ii) maintain the effectiveness of the Resale is practicable. Agritope shall have an obligation to file a Registration Statement continuously until under this Section 5.2 only once, except that if the earliest of: (A) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) filed is not on Form S-3, and is not filed with respect to all Eligible Shares, Agritope shall have an obligation to file a Registration Statement on Form S-3 with respect to the third anniversary of remaining Eligible Shares if a later request is made under this Shareholder Agreement or such lesser section at a time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be when Agritope is entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared pursuant to this section if Xxxxxxx is, at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration and the disclosure required to be made pursuant thereto would not be in the best interest of Xxxxxxx at such timeuse Form S-3.

Requested Registration. Until April 26(a) If the Company shall receive from Holders of Registrable Securities or Purchased Shares representing, 2001 or in the date that all aggregate, at least a majority of the Registrable Securities (which calculation shall include all Registrable Securities then outstanding and all Registrable Securities into which all shares of Xxxxxxx common stock Beneficially Owned by the Shareholders are eligible for sale under Rule 144 of the SEC without any volume limitationSeries A Preferred Stock then outstanding may be converted), whichever is earlier, subject to the following provisions a Shareholder may request that Xxxxxxx register all or a portion of his Registrable Securities. If Xxxxxxx shall receive a written request from one or more Shareholders (which shall specify whether the distribution will be made by means of an underwriting) that Xxxxxxx the Company effect the a registration under the Securities Act of (a "Demand Notice") with respect to all or a part of such Shareholders' the Registrable Securities, then Xxxxxxx will, within ten (10) days after receipt thereof, give notice to all other Shareholders which Demand Notice shall request registration of the receipt a number of such request and each such holder may elect by written notice received by Xxxxxxx within ten (10) days from the date shares of the notice by Xxxxxxx Class A Common Stock reasonably expected to have all an aggregate selling price of $20,000,000.00 or part of his Registrable Securities included in such registration. Upon receipt of such noticemore, Xxxxxxx the Company will, as soon as practicable, use its reasonable best efforts to effect such registration under the Securities Act (which shall be a "shelf" registration on Form S-3 and statement pursuant to Rule 415 (the "Resale Registration Statement") under the Securities Act (or a successor provision), if so requested by the Holders of all a majority of the Registrable Securities which it has been specified in the Demand Notice and if the Company is eligible therefor at such time) as may be so requested to register covering resales from time to time and as would permit or facilitate the sale and distribution of such the Registrable Securities and Xxxxxxx as are specified in such request; provided, however, that the Company shall use its reasonable best efforts to: not be required to effect any registration requested pursuant to this Section 9.1(a) if at the time the Demand Notice is received (i) cause the Resale Registration Statement shares are eligible for sale and capable of being sold at such time pursuant to be declared effective by Rule 144 promulgated under the SEC as soon as practicable thereafter; Securities Act and (ii) maintain the effectiveness number of shares of Class A Common Stock sought to be included in such registration does not exceed 1% of the Resale Registration Statement continuously until number of shares of such class outstanding. After the earliest of: Company has effected two (A2) the date on which the Shareholders no longer hold Registrable Securities registered under the Resale Registration Statement or (B) the third anniversary of this Shareholder Agreement or such lesser time as may be permitted under Rule 144 under the Securities Act to enable the Shareholders to sell the Registrable Securities under the Securities Act without such registration. Xxxxxxx: (i) shall not be obligated to cause any special audit to be undertaken in connection with any such registration; (ii) shall be entitled to postpone for a reasonable period of time, but not in excess of ninety (90) days, the filing of any registration statement otherwise required to be prepared registrations pursuant to this section if Xxxxxxx isSection 9.1(a), at such time, conducting or about to conduct an underwritten public offering of Equity Securities (or securities convertible into Equity Securities) and is advised in writing by its managing underwriter that such underwritten public offer would, in its opinion, be adversely effected by the registration so requested; and (iii) shall be entitled to postpone such requested registration for up to ninety (90) days if Xxxxxxx determines, in view of the advisability of deferring public disclosure of material corporate developments or other information, that such registration related Registration Statements have been declared effective and the disclosure required to be made pursuant thereto would not be in distribution contemplated thereunder completed, the best interest of Xxxxxxx at such timeCompany shall have no further obligation under this Section 9.1(a).