Common use of Additional Demand Registrations Clause in Contracts

Additional Demand Registrations. (i) If the Company effects the registration of less than all of the Registrable Securities requested to be included in a Demand Registration under Subsection 2(a) solely as a result of the operation of Subsection 2(c), the holders of such Registrable Securities may at any time request an additional Demand Registration with respect to such Registrable Securities (which Demand shall not count as the second or third Demand Right contemplated in Section 2(a)), provided that at least six (6) months have elapsed since the effective date of the most recent Demand Registration. Any such Demand Registration shall be requested and effected in the manner and subject to the procedures that applied with respect to the Demand Registration which was the subject of the cutback in Subsection 2(c). (ii) If the no-action request being submitted by Media LLC to the Commission results in a finding that NationsBanc is unable to "tack" the holding period of Media LLC to its own holding period with respect to the shares of Common Stock distributed to NationsBanc upon dissolution of Media LLC, then NationsBanc shall have the right, exercisable by written notice to the Company and in addition to any rights provided under Section 2(a) hereof, to request that the Company effect the registration under the Securities Act of all or part of the Registrable Securities held by NationsBanc; provided, however, that NationsBanc shall only have the right to make one (1) request for an additional Demand Registration under this Section 2(d)(ii). Upon receipt of such notice, the Company shall, as expeditiously as reasonably possible and in any event within ten (10) days of receipt of such notice, give written notice of such additional Demand Registration to all other registered holders of Registrable Securities, and shall use all commercially reasonable efforts to effect all such registrations under the Securities Act (including, without limitation, the execution of an undertaking to file post-effective amendments and appropriate qualifications and approvals under the laws and regulations of any governmental agencies and authorities applicable to the Company, including the relevant blue sky or the state securities laws) of (x) the Registrable Securities that the Company has been requested to register as specified in the demand given by NationsBanc pursuant to this Section 2(d)(ii); and (y) all other Registrable Securities that the Company has been requested to register by the other holders of Registrable Securities, by written request given to the Company within thirty (30) days after the giving of such written notice by the Company, all to the extent required to permit the disposition of the Registrable Securities so to be registered. The underwriters shall be selected in accordance with Section 2(b). If the managing underwriter advises the Company in writing that, in its opinion, the number of Registrable Securities requested to be included in such additional Demand Registration exceeds what can be sold in such offering without a material adverse effect on the offering, then the Company will advise the Shareholders and will include in such Demand Registration up to the maximum number of Registrable Securities requested to be included in such Demand Registration which the managing underwriter advises the Company can be sold at such offering and such Registrable Securities shall be allocated first to NationsBanc to the extent set forth in its notice of Demand Registration and second, among the holders of Registrable Securities other than NationsBanc who have requested to be included in such Demand Registration, pro rata among such persons on the basis of the number of Registrable Securities requested to be included in such registration. If the no-action request submitted to the Commission results in a finding that NationsBanc may tack the holding period of Media LLC to its own holding period with respect to the shares of Company Common Stock received upon dissolution of Media LLC, the provisions of this Section 2(d)(ii) shall be null and void and of no force or effect.