Common use of Demand Registration Right Clause in Contracts

Demand Registration Right. (a) Upon the written request of Holders of at least 25% of the Registrable Securities that the Company effect the registration with the SEC under and in accordance with the provisions of the Securities Act of all or part of such Holder's or Holders' Registrable Securities and specifying the aggregate number of shares of Registrable Securities requested to be registered and the name or names of the proposed managing underwriter or underwriters (or in the case of a Designated Shelf Registration, the intended method of distribution and the name or names of any managing underwriters or agents), the Company will use all commercially reasonable efforts to file a Registration Statement covering such Holder's or Holders' Registrable Securities requested to be registered within 20 Business Days after receipt of such request for disposition pursuant to an underwritten offering (or, in the case of a Designated Shelf Registration, the intended method of distribution) (the terms of such underwritten offering or other distribution to be determined by the Holders of a majority of the Registrable Securities so requested to be registered); PROVIDED, HOWEVER, that the Company shall not be required to take any action pursuant to this Section 4: (1) if prior to the date of such request the Company shall have effected three (3) registrations pursuant to this Section 4; (2) if the Company has effected a registration (other than a Designated Shelf Registration) pursuant to this Section 4 within the 120-day period immediately preceding such request which permitted Holders of Registrable Securities to register Registrable Securities; (3) if the Company shall at the time have effective a Shelf Registration pursuant to which the Holder or Holders that requested registration could effect the disposition of such Holder's or Holders' Registrable Securities in the manner requested; (4) if the Registrable Securities which the Company shall have been requested to register shall have a then current market value of less than $50,000,000, unless such registration request is for all remaining Registrable Securities; or (5) during the pendency of any Blackout Period; PROVIDED FURTHER, HOWEVER, that the Company shall be permitted to satisfy its obligations under this Section 4(a) by amending (to the extent permitted by applicable law) any registration statement (including any Shelf Registration) previously filed by the Company under the Securities Act so that such registration statement (as amended) shall permit the disposition (in accordance with the intended methods of disposition specified as aforesaid) of all of the Registrable Securities for which a demand for registration has been made under this Section 4(a). If the Company shall so amend a previously filed registration statement, it shall be deemed to have effected a registration for purposes of this Section 4. (b) The holders of a majority in number of the Registrable Securities shall be entitled to specify in a request that one registration that is effected pursuant to this Section 4 shall be for a Shelf Registration (a "Designated Shelf Registration"). Subject to any Blackout Period, a Designated Shelf Registration shall be available for sales of Registrable Securities during the 15 Business Day period beginning on the third Business Day after the Company's public announcement of its quarterly or year-end financial results (each a "Sale Period"); PROVIDED, HOWEVER, that dispositions pursuant to this Section 4(b), together with all other sales made in accordance with the volume and manner of sale limitations of rule 144(e) and (f) under the Securities Act within the same three month period, shall not exceed 1% of the outstanding shares of TWX Common Stock as reported on the Company's most recent Form 10-K or 10-Q, as applicable. Notwithstanding the foregoing, if a Blackout Period or a suspension by the Company of the use by the Holders of the Designated Shelf Registration or any related Prospectus pursuant to Section 7(e), eliminates more than seven Business Days in any Sale Period, then (i)the length of the next Sale Period shall be thirty Business Days and (ii) the volume restriction specified in the preceding sentence shall be 2% of the outstanding shares of TWX Common Stock for the three month period which includes such extended Sale Period. Notwithstanding the provisions of Section 7(b), the Company shall be required to maintain the effectiveness of the Designated Shelf Registration for at least 36 calendar months (which period shall be extended if necessary to cover any and all extended Sale Periods provided for under the immediately preceding sentence), or, if earlier, until all Registrable Securities covered thereby have ceased to be Registrable Securities. (c) A registration requested pursuant to this Section 4 shall not be deemed to be effected for purposes of this Section 4 if it has not been declared effective by the SEC or become effective in accordance with the Securities Act and the rules and regulations thereunder. (d) Holders of a majority in number of the Registrable Securities to be included in a Registration Statement pursuant to this Section 4 may, at any time prior to the effective date of the Registration Statement relating to such registration, revoke such request by providing a written notice to the Company revoking such request. The Holders of Registrable Securities who revoke such request shall reimburse the Company for all its out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement; PROVIDED, HOWEVER, that, if such revocation was based on (x) the Company's failure to comply in all material respects with its obligations hereunder or (y) the occurrence of a Blackout Period, such reimbursement shall not be required and the remaining provisions of this Section 4(d) shall not apply. If such reimbursement is made within 10 Business Days following a request therefor, such registration shall not be deemed to have been effected for purposes of this Section 4. If such reimbursement is not so received within such time (i) such registration shall be deemed to have been effected for purposes of this Section 4 and (ii) the Company shall have no further obligations to such Holders with respect to piggyback registrations pursuant to Section 3 or demand registrations pursuant to this Section 4 until such reimbursement is made. (e) The Company will not include any securities which are not Registrable Securities in any Registration Statement filed pursuant to a demand made under this Section 4 without the prior written consent of the Holders of a majority in number of the Registrable Securities covered by such Registration Statement.

Demand Registration Right. (a) Upon From and after the written request date of an IPO, at any time the Company does not qualify for the use of Form S-3 promulgated under the Securities Act (or any successor form to Form S--3, or any similar short-form Registration Statement), (i) each Holder or group of Holders of Registrable Securities, which collectively hold (together with their Affiliates) Registrable Securities that constitute, in the aggregate, at least 25% fifteen percent (15%) of the outstanding Issuer Units (collectively, the “Initiating Demand Holders”), may make a written request (specifying the intended method of disposition, such as an underwritten offering or a block trade, and the amount of Registrable Securities proposed to be sold) that the Company effect, and the Company shall use its reasonable best efforts to effect, a registration of its Issuer Units under the Securities Act (a “Demand Registration”) of all or any requested portion of the Registrable Securities that the Company effect the registration with the SEC under and in accordance with the provisions of the Securities Act of all or part of collectively held by such Holder's or Holders' Registrable Securities and specifying the aggregate number of shares of Registrable Securities requested Holders (subject to be registered and the name or names of the proposed managing underwriter or underwriters (or in the case of a Designated Shelf Registration, the intended method of distribution and the name or names of any managing underwriters or agentsSECTION 2.4(a), the Company will use all commercially reasonable efforts to file a Registration Statement covering such Holder's or Holders' Registrable Securities requested to be registered within 20 Business Days after receipt of such request for disposition pursuant to an underwritten offering (or, in the case of a Designated Shelf Registration, the intended method of distribution) (the terms of such underwritten offering or other distribution to be determined by the Holders of a majority of the Registrable Securities so requested to be registered); PROVIDED, HOWEVER, provided that the Company shall not be required obligated to take effect such registration until after the expiration of any action lock-up agreements entered into by the Initiating Demand Holders in connection with the IPO or (ii) the Board of Directors may determine to commence a registration of Registrable Securities held by Holders under the Securities Act (a “Company Initiated Resale Registration”), and the Company shall use its reasonable best efforts to effect a registration of Registrable Securities for all Holders that exercise piggyback registration rights under SECTION 2.2 (subject to SECTION 2.4(a)). (b) If (x) the Board of Directors, in its good faith judgment, determines that any registration of the Registrable Securities pursuant to a Demand Registration or a Company Initiated Resale Registration should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company and/or (y) the Company, based on the advice of counsel, is in possession of material non-public information, the disclosure of which during the period specified in such notice, the Company reasonably believes would not be in the best interests of the Company (each of clauses (x) and (y), a “Valid Business Reason”), the Company may (i) postpone filing a Registration Statement relating to a Demand Registration or a Company Initiated Resale Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (ii) in case a Registration Statement has been filed relating to a Demand Registration or a Company Initiated Resale Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, acting in good faith, (x) may cause such Registration Statement to be withdrawn and its effectiveness terminated; provided, however, that a new Registration Statement is filed within ninety (90) days thereafter, or (y) may postpone amending or supplementing such Registration Statement, but in no event for more than ninety (90) days; provided, however, that if the registration of Registrable Securities is postponed or withdrawn pursuant to this Section 4: (1) if prior to the date of such request SECTION 2.1(b), the Company shall have effected three (3) registrations pursuant not be permitted to this Section 4; (2) if register under the Securities Act any Issuer Units, other than Issuer Units or other equity securities to be issued in connection with an acquisition, during any such postponement or during the period from such withdrawal to the filing of such new Registration Statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company has effected may not postpone or withdraw a registration filing or filings under this SECTION 2.1 (other i) more than a Designated Shelf Registrationtwice in any twelve (12) pursuant to this Section 4 within the 120-day month period immediately preceding such request which permitted Holders of Registrable Securities to register Registrable Securities; (3) if the Company shall at the time have effective a Shelf Registration pursuant to which the Holder or Holders that requested registration could effect the disposition of such Holder's or Holders' Registrable Securities in the manner requested; (4) if the Registrable Securities which the Company shall have been requested to register shall have a then current market value of less than $50,000,000, unless such registration request is for all remaining Registrable Securities; or (5) during the pendency of any Blackout Period; PROVIDED FURTHER, HOWEVER, except that the Company shall be permitted able to satisfy its obligations under use this Section 4(aright more than twice in any twelve (12) by amending month period if the Company is exercising such right during the fifteen (15) day period prior to the extent permitted by applicable lawCompany’s regularly scheduled quarterly earnings announcement date and the total number of days of postponement in such twelve (12) month period does not exceed one hundred and five (105) days), or (ii) except as contemplated in the parenthetical in (i) immediately above, for more than ninety (90) days, in the aggregate for all such postponements or withdrawals, in any twelve (12) month period. For the avoidance of doubt, any postponement or withdrawal of a Registration Statement for a Demand Registration shall result in the related registration statement (including any Shelf Registration) previously filed by the Company under the Securities Act so that such registration statement (as amended) shall permit the disposition (in accordance with the intended methods of disposition specified as aforesaid) of all of the Registrable Securities for which not constituting a demand for registration has been made under this Section 4(a). If the Company shall so amend a previously filed registration statement, it shall be deemed to have effected a registration Demand Registration for purposes of this Section 4. (b) The holders of a majority in number of the Registrable Securities shall be entitled to specify in a request that one registration that is effected pursuant to this Section 4 shall be for a Shelf Registration (a "Designated Shelf Registration"). Subject to any Blackout Period, a Designated Shelf Registration shall be available for sales of Registrable Securities during the 15 Business Day period beginning on the third Business Day after the Company's public announcement of its quarterly or year-end financial results (each a "Sale Period"); PROVIDED, HOWEVER, that dispositions pursuant to this Section 4(b), together with all other sales made in accordance with the volume and manner of sale limitations of rule 144(e) and (f) under the Securities Act within the same three month period, shall not exceed 1% of the outstanding shares of TWX Common Stock as reported on the Company's most recent Form 10-K or 10-Q, as applicable. Notwithstanding the foregoing, if a Blackout Period or a suspension by the Company of the use by the Holders of the Designated Shelf Registration or any related Prospectus pursuant to Section 7(e), eliminates more than seven Business Days in any Sale Period, then (i)the length of the next Sale Period shall be thirty Business Days and (ii) the volume restriction specified in the preceding sentence shall be 2% of the outstanding shares of TWX Common Stock for the three month period which includes such extended Sale Period. Notwithstanding the provisions of Section 7(b), the Company shall be required to maintain the effectiveness of the Designated Shelf Registration for at least 36 calendar months (which period shall be extended if necessary to cover any and all extended Sale Periods provided for under the immediately preceding sentence), or, if earlier, until all Registrable Securities covered thereby have ceased to be Registrable SecuritiesSECTION 2.3 hereof. (c) A registration requested pursuant At the request of the Initiating Demand Holders, the Company shall use its reasonable best efforts to this Section 4 shall not be deemed cause a Demand Registration to be effected for purposes in the form of this Section 4 if it has not been declared effective a firm commitment underwritten offering; provided that the aggregate offering price of the Issuer Units to be sold by the SEC Holders in the applicable offering (before deduction of underwriter discounts and commissions) is reasonably expected to exceed, in the aggregate, $50.0 million. The managing underwriter or become effective in accordance underwriter selected for such offering shall be selected by the Initiating Demand Holders (the “IM Underwriter”), which must be reasonably acceptable to the Company; provided that the Initiating Demand Holders may delegate their rights under this sentence to the Board of Directors. In connection with the Securities Act and the rules and regulations thereunder. (d) Holders of a majority in number any Demand Registration under this SECTION 2.1 involving an underwritten offering, none of the Registrable Securities to held by an Initiating Demand Holder making a request for inclusion of such Registrable Securities shall be included in a Registration Statement such underwritten offering unless such Initiating Demand Holder accepts the terms of the offering as agreed upon by the Company and the IM Underwriter, such terms to be in an underwriting agreement in customary form; provided, that the obligation of such Person to indemnify pursuant to this Section 4 mayany such underwriting arrangements shall be several, at any time prior not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to the effective date net proceeds received by such Person from the sale of the Registration Statement relating his, her or its Registrable Securities pursuant to such registration. In the event that any Company Initiated Resale Registration is in the form of a firm commitment underwritten offering, revoke the managing underwriter or underwriter selected for such request offering shall be selected by providing a written notice to the Company revoking (such request. The Holders of Registrable Securities who revoke such request shall reimburse managing underwriter or underwriter, or any other managing underwriter or underwriter selected by the Company for all its out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement; PROVIDED, HOWEVER, that, if such revocation was based on (x) the Company's failure to comply in all material respects with its obligations hereunder or (y) the occurrence of a Blackout Period, such reimbursement shall not be required and the remaining provisions of this Section 4(d) shall not apply. If such reimbursement is made within 10 Business Days following a request therefor, such registration shall not be deemed to have been effected for purposes of this Section 4. If such reimbursement is not so received within such time (i) such registration shall be deemed to have been effected for purposes of this Section 4 and (ii) the Company shall have no further obligations to such Holders with respect to piggyback registrations pursuant to Section 3 or demand registrations pursuant to this Section 4 until such reimbursement is madeSECTION 2.2(b), the “Company Underwriter”). (e) The Company will not include any securities which are not Registrable Securities in any Registration Statement filed pursuant to a demand made under this Section 4 without the prior written consent of the Holders of a majority in number of the Registrable Securities covered by such Registration Statement.

Demand Registration Right. (a) Upon From and after the written request date of an IPO, at any time the Company does not qualify for the use of Form S-3 promulgated under the Securities Act (or any successor form to Form S-3, or any similar short-form Registration Statement), (i) each Holder or group of Holders of Registrable Securities, which collectively hold (together with their Affiliates) Registrable Securities that constitute, in the aggregate, at least 25% fifteen percent (15%) of the outstanding Issuer Units (collectively, the “Initiating Demand Holders”), may make a written request (specifying the intended method of disposition, such as an underwritten offering or a block trade, and the amount of Registrable Securities proposed to be sold) that the Company effect, and the Company shall use its reasonable best efforts to effect, a registration of its Issuer Units under the Securities Act (a “Demand Registration”) of all or any requested portion of the Registrable Securities that the Company effect the registration with the SEC under and in accordance with the provisions of the Securities Act of all or part of collectively held by such Holder's or Holders' Registrable Securities and specifying the aggregate number of shares of Registrable Securities requested Holders (subject to be registered and the name or names of the proposed managing underwriter or underwriters (or in the case of a Designated Shelf Registration, the intended method of distribution and the name or names of any managing underwriters or agentsSECTION 2.4(a), the Company will use all commercially reasonable efforts to file a Registration Statement covering such Holder's or Holders' Registrable Securities requested to be registered within 20 Business Days after receipt of such request for disposition pursuant to an underwritten offering (or, in the case of a Designated Shelf Registration, the intended method of distribution) (the terms of such underwritten offering or other distribution to be determined by the Holders of a majority of the Registrable Securities so requested to be registered); PROVIDED, HOWEVER, provided that the Company shall not be required obligated to take effect such registration until after the expiration of any action lock-up agreements entered into by the Initiating Demand Holders in connection with the IPO or (ii) the Board of Directors may determine to commence a registration of Registrable Securities held by Holders under the Securities Act (a “Company Initiated Resale Registration”), and the Company shall use its reasonable best efforts to effect a registration of Registrable Securities for all Holders that exercise piggyback registration rights under SECTION 2.2 (subject to SECTION 2.4(a)). (b) If (x) the Board of Directors, in its good faith judgment, determines that any registration of the Registrable Securities pursuant to a Demand Registration or a Company Initiated Resale Registration should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company and/or (y) the Company, based on the advice of counsel, is in possession of material non-public information, the disclosure of which during the period specified in such notice, the Company reasonably believes would not be in the best interests of the Company (each of clauses (x) and (y), a “Valid Business Reason”), the Company may (i) postpone filing a Registration Statement relating to a Demand Registration or a Company Initiated Resale Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (ii) in case a Registration Statement has been filed relating to a Demand Registration or a Company Initiated Resale Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, acting in good faith, (x) may cause such Registration Statement to be withdrawn and its effectiveness terminated; provided, however, that a new Registration Statement is filed within ninety (90) days thereafter, or (y) may postpone amending or supplementing such Registration Statement, but in no event for more than ninety (90) days; provided, however, that if the registration of Registrable Securities is postponed or withdrawn pursuant to this Section 4: (1) if prior to the date of such request SECTION 2.1(b), the Company shall have effected three (3) registrations pursuant not be permitted to this Section 4; (2) if register under the Securities Act any Issuer Units, other than Issuer Units or other equity securities to be issued in connection with an acquisition, during any such postponement or during the period from such withdrawal to the filing of such new Registration Statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company has effected may not postpone or withdraw a registration filing or filings under this SECTION 2.1 (other i) more than a Designated Shelf Registrationtwice in any twelve (12) pursuant to this Section 4 within the 120-day month period immediately preceding such request which permitted Holders of Registrable Securities to register Registrable Securities; (3) if the Company shall at the time have effective a Shelf Registration pursuant to which the Holder or Holders that requested registration could effect the disposition of such Holder's or Holders' Registrable Securities in the manner requested; (4) if the Registrable Securities which the Company shall have been requested to register shall have a then current market value of less than $50,000,000, unless such registration request is for all remaining Registrable Securities; or (5) during the pendency of any Blackout Period; PROVIDED FURTHER, HOWEVER, except that the Company shall be permitted able to satisfy its obligations under use this Section 4(aright more than twice in any twelve (12) by amending month period if the Company is exercising such right during the fifteen (15) day period prior to the extent permitted by applicable lawCompany’s regularly scheduled quarterly earnings announcement date and the total number of days of postponement in such twelve (12) month period does not exceed one hundred and five (105) days), or (ii) except as contemplated in the parenthetical in (i) immediately above, for more than ninety (90) days, in the aggregate for all such postponements or withdrawals, in any twelve (12) month period. For the avoidance of doubt, any postponement or withdrawal of a Registration Statement for a Demand Registration shall result in the related registration statement (including any Shelf Registration) previously filed by the Company under the Securities Act so that such registration statement (as amended) shall permit the disposition (in accordance with the intended methods of disposition specified as aforesaid) of all of the Registrable Securities for which not constituting a demand for registration has been made under this Section 4(a). If the Company shall so amend a previously filed registration statement, it shall be deemed to have effected a registration Demand Registration for purposes of this Section 4. (b) The holders of a majority in number of the Registrable Securities shall be entitled to specify in a request that one registration that is effected pursuant to this Section 4 shall be for a Shelf Registration (a "Designated Shelf Registration"). Subject to any Blackout Period, a Designated Shelf Registration shall be available for sales of Registrable Securities during the 15 Business Day period beginning on the third Business Day after the Company's public announcement of its quarterly or year-end financial results (each a "Sale Period"); PROVIDED, HOWEVER, that dispositions pursuant to this Section 4(b), together with all other sales made in accordance with the volume and manner of sale limitations of rule 144(e) and (f) under the Securities Act within the same three month period, shall not exceed 1% of the outstanding shares of TWX Common Stock as reported on the Company's most recent Form 10-K or 10-Q, as applicable. Notwithstanding the foregoing, if a Blackout Period or a suspension by the Company of the use by the Holders of the Designated Shelf Registration or any related Prospectus pursuant to Section 7(e), eliminates more than seven Business Days in any Sale Period, then (i)the length of the next Sale Period shall be thirty Business Days and (ii) the volume restriction specified in the preceding sentence shall be 2% of the outstanding shares of TWX Common Stock for the three month period which includes such extended Sale Period. Notwithstanding the provisions of Section 7(b), the Company shall be required to maintain the effectiveness of the Designated Shelf Registration for at least 36 calendar months (which period shall be extended if necessary to cover any and all extended Sale Periods provided for under the immediately preceding sentence), or, if earlier, until all Registrable Securities covered thereby have ceased to be Registrable SecuritiesSECTION 2.3 hereof. (c) A registration requested pursuant At the request of the Initiating Demand Holders, the Company shall use its reasonable best efforts to this Section 4 shall not be deemed cause a Demand Registration to be effected for purposes in the form of this Section 4 if it has not been declared effective a firm commitment underwritten offering; provided that the aggregate offering price of the Issuer Units to be sold by the SEC Holders in the applicable offering (before deduction of underwriter discounts and commissions) is reasonably expected to exceed, in the aggregate, $50.0 million. The managing underwriter or become effective in accordance underwriter selected for such offering shall be selected by the Initiating Demand Holders (the “IM Underwriter”), which must be reasonably acceptable to the Company; provided that the Initiating Demand Holders may delegate their rights under this sentence to the Board of Directors. In connection with the Securities Act and the rules and regulations thereunder. (d) Holders of a majority in number any Demand Registration under this SECTION 2.1 involving an underwritten offering, none of the Registrable Securities to held by an Initiating Demand Holder making a request for inclusion of such Registrable Securities shall be included in a Registration Statement such underwritten offering unless such Initiating Demand Holder accepts the terms of the offering as agreed upon by the Company and the IM Underwriter, such terms to be in an underwriting agreement in customary form; provided, that the obligation of such Person to indemnify pursuant to this Section 4 mayany such underwriting arrangements shall be several, at any time prior not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto, and provided, further, that such liability will be limited to the effective date net proceeds received by such Person from the sale of the Registration Statement relating his, her or its Registrable Securities pursuant to such registration. In the event that any Company Initiated Resale Registration is in the form of a firm commitment underwritten offering, revoke the managing underwriter or underwriter selected for such request offering shall be selected by providing a written notice to the Company revoking (such request. The Holders of Registrable Securities who revoke such request shall reimburse managing underwriter or underwriter, or any other managing underwriter or underwriter selected by the Company for all its out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement; PROVIDED, HOWEVER, that, if such revocation was based on (x) the Company's failure to comply in all material respects with its obligations hereunder or (y) the occurrence of a Blackout Period, such reimbursement shall not be required and the remaining provisions of this Section 4(d) shall not apply. If such reimbursement is made within 10 Business Days following a request therefor, such registration shall not be deemed to have been effected for purposes of this Section 4. If such reimbursement is not so received within such time (i) such registration shall be deemed to have been effected for purposes of this Section 4 and (ii) the Company shall have no further obligations to such Holders with respect to piggyback registrations pursuant to Section 3 or demand registrations pursuant to this Section 4 until such reimbursement is madeSECTION 2.2(b), the “Company Underwriter”). (e) The Company will not include any securities which are not Registrable Securities in any Registration Statement filed pursuant to a demand made under this Section 4 without the prior written consent of the Holders of a majority in number of the Registrable Securities covered by such Registration Statement.

Demand Registration Right. (a) Upon Beginning after June 1, 1999, the Holder shall have one right to demand, by providing written request of Holders of at least 25% of the Registrable Securities that notice to the Company effect the registration with the SEC under and in accordance with the provisions of the Securities Act of all or part of such Holder's or Holders' Registrable Securities and specifying the aggregate number of shares of Registrable Securities requested to be registered and the name or names of the proposed managing underwriter or underwriters (or in the case of a Designated Shelf Registration, the intended method of distribution and the name or names of any managing underwriters or agents), the Company will use all commercially reasonable efforts to file a Registration Statement covering such Holder's or Holders' Registrable Securities requested to be registered within 20 Business Days after receipt of such request for disposition pursuant to an underwritten offering (or, in the case of a Designated Shelf Registration, the intended method of distribution) (the terms of such underwritten offering or other distribution to be determined by the Holders of a majority of the Registrable Securities so requested to be registered"Demand Registration Right"); PROVIDED, HOWEVER, that the Company shall not be required to take any action pursuant to this Section 4: (1) if prior to the date of such request the Company shall have effected three (3) registrations pursuant to this Section 4; (2) if the Company has effected file a registration (other than a Designated Shelf Registration) pursuant to this Section 4 within the 120-day period immediately preceding such request which permitted Holders of Registrable Securities statement on Form S-3 to register Registrable Securities; (3) if the Company shall at the time have effective a Shelf Registration pursuant to which Warrant Shares for resale by the Holder or Holders in an offering that requested registration could effect is not underwritten (the disposition "Registration Statement"). The Company agrees to use its best efforts (i) to file the Registration Statement with the Securities and Exchange Commission ("SEC") within one hundred eighty (180) days of such receipt of the Holder's or Holders' Registrable Securities in notice of its exercise of the manner requested; Demand Registration Right, (4ii) if to obtain the Registrable Securities which effectiveness of the Company shall have been requested Registration Statement and (iii) to register shall have keep such Registration Statement effective for a then current market value period of less than $50,000,000, unless such registration request is for all remaining Registrable Securities; or sixty (560) during days after its effectiveness. The Holder agrees that it will cease making offers and sales under the pendency Registration Statement upon the giving of any Blackout Period; PROVIDED FURTHER, HOWEVER, that notice (the Company shall be permitted to satisfy its obligations under this Section 4(a"Notice") by amending (to the extent permitted by applicable law) any registration statement (including any Shelf Registration) previously filed by the Company under that the Securities Act so that such registration statement (as amended) shall permit the disposition (in accordance with the intended methods of disposition specified as aforesaid) of all of the Registrable Securities for which a demand for registration has been made under this Section 4(a)Registration Statement must be amended or supplemented. If the Company shall so amend a previously filed registration statementgive any such notice, the Company will agree to keep the Registration Statement effective after it shall be deemed is amended or supplemented for such period of time equal to have effected a registration for purposes the sum of this Section 4. (bi) The holders of a majority in the number of days beginning with the Registrable Securities shall be entitled date of the Notice to specify in the date the Holder has received an effective amended prospectus or a request that supplemented prospectus plus (y) sixty (60) less the number of days the Registration Statement was useable by the Holder prior to the Notice. If the Registration Statement is not filed with the SEC by the one registration that is effected pursuant to this Section 4 shall be for a Shelf Registration hundred eightieth (a "Designated Shelf Registration"). Subject to any Blackout Period, a Designated Shelf Registration shall be available for sales of Registrable Securities during the 15 Business Day period beginning on the third Business Day 180th) day after the Company's public announcement receipt of the Holder's notice of its quarterly or year-end financial results (each a "Sale Period"); PROVIDED, HOWEVER, that dispositions pursuant to this Section 4(b), together with all other sales made in accordance with the volume and manner of sale limitations of rule 144(e) and (f) under the Securities Act within the same three month period, shall not exceed 1% exercise of the outstanding shares of TWX Common Stock Demand Registration Right, the Holder shall have the right to a Cashless Exercise (as reported on the Company's most recent Form 10-K or 10-Q, as applicable. Notwithstanding the foregoing, if a Blackout Period or a suspension by the Company defined in Exhibit A attached hereto) of the use by Warrant Shares provided that the Holders of then current Market Price (as defined in Exhibit A attached hereto) exceeds the Designated Shelf Registration or any related Prospectus pursuant to Section 7(e), eliminates more than seven Business Days in any Sale Period, then (i)the length of the next Sale Period shall be thirty Business Days and (ii) the volume restriction specified in the preceding sentence shall be 2% of the outstanding shares of TWX Common Stock for the three month period which includes such extended Sale Period. Notwithstanding the provisions of Section 7(b), the Company shall be required to maintain the effectiveness of the Designated Shelf Registration for at least 36 calendar months (which period shall be extended if necessary to cover any and all extended Sale Periods provided for under the immediately preceding sentence), or, if earlier, until all Registrable Securities covered thereby have ceased to be Registrable Securitiescurrent Exercise Price. (c) A registration requested pursuant to this Section 4 shall not be deemed to be effected for purposes of this Section 4 if it has not been declared effective by the SEC or become effective in accordance with the Securities Act and the rules and regulations thereunder. (d) Holders of a majority in number of the Registrable Securities to be included in a Registration Statement pursuant to this Section 4 may, at any time prior to the effective date of the Registration Statement relating to such registration, revoke such request by providing a written notice to the Company revoking such request. The Holders of Registrable Securities who revoke such request shall reimburse the Company for all its out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement; PROVIDED, HOWEVER, that, if such revocation was based on (x) the Company's failure to comply in all material respects with its obligations hereunder or (y) the occurrence of a Blackout Period, such reimbursement shall not be required and the remaining provisions of this Section 4(d) shall not apply. If such reimbursement is made within 10 Business Days following a request therefor, such registration shall not be deemed to have been effected for purposes of this Section 4. If such reimbursement is not so received within such time (i) such registration shall be deemed to have been effected for purposes of this Section 4 and (ii) the Company shall have no further obligations to such Holders with respect to piggyback registrations pursuant to Section 3 or demand registrations pursuant to this Section 4 until such reimbursement is made. (e) The Company will not include any securities which are not Registrable Securities in any Registration Statement filed pursuant to a demand made under this Section 4 without the prior written consent of the Holders of a majority in number of the Registrable Securities covered by such Registration Statement.

Demand Registration Right. (a) Upon At any time after April 30, 2004, the Holder shall have the right to provide to the Company a written request of Holders of at least 25% of the Registrable Securities that the Company effect file a registration statement under the Securities Act covering the registration with of some or all of the SEC Holder’s Registrable Securities. The Company shall, subject to the limitations of this Section 2, use its best efforts to file a registration statement as soon as practicable after the receipt of such notice, relating to the registration under and in accordance with the provisions of the Securities Act of all or Registrable Securities which the Holder requests to be registered. If the Holder intends to distribute the Registrable Securities covered by their request by means of an underwriting, the Holder shall so advise the Company as a part of its request made pursuant to this Section 2. The underwriter will be selected by Holder and shall be reasonably acceptable to the Company. In such event, the right of Holder to include Registrable Securities in such registration shall be conditioned upon such Holder's or Holders' ’s participation in such underwriting and the inclusion of Holder’s Registrable Securities and specifying in the aggregate underwriting to the extent provided herein. The Holder shall (together with the Company if required) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2, if the underwriter advises the Holder in writing that marketing factors require a limitation of the number of shares to be underwritten, then the number of shares of Holder’s Registrable Securities requested to that may be registered included in the underwriting shall be allocated among the Holder and the name or names of the proposed managing underwriter or underwriters (or in the case of a Designated Shelf RegistrationCompany, the intended method of distribution and the name or names of any managing underwriters or agents), the Company will use all commercially reasonable efforts to file a Registration Statement covering such Holder's or Holders' Registrable Securities requested to be registered within 20 Business Days after receipt of such request for disposition pursuant to an underwritten offering (or, in the case of a Designated Shelf Registration, the intended method of distribution) (the terms of such underwritten offering or other distribution to be determined by the Holders of a majority of the Registrable Securities so requested to be registered); PROVIDED, HOWEVER, that the Company shall not be required to take any action pursuant to this Section 4: (1) if prior to the date of such request the Company shall have effected three (3) registrations pursuant to this Section 4; (2) if the Company has effected a registration (other than a Designated Shelf Registration) pursuant desires to this Section 4 within the 120-day period immediately preceding such request which permitted Holders of Registrable Securities to register Registrable Securities; (3) if the Company shall at the time have effective a Shelf Registration pursuant to which the Holder or Holders that requested registration could effect the disposition of such Holder's or Holders' Registrable Securities include shares in the manner requested; (4) if underwritten offering, in proportion as the Registrable Securities which the Company shall have been requested to register shall have a then current market value of less than $50,000,000, unless such registration request is for all remaining Registrable Securities; or (5) during the pendency of any Blackout Period; PROVIDED FURTHER, HOWEVER, that the Company shall be permitted to satisfy its obligations under this Section 4(a) by amending (to the extent permitted by applicable law) any registration statement (including any Shelf Registration) previously filed by the Company under the Securities Act so that such registration statement (as amended) shall permit the disposition (in accordance with the intended methods of disposition specified as aforesaid) of all of the Registrable Securities for which a demand for registration has been made under this Section 4(a). If the Company shall so amend a previously filed registration statement, it shall be deemed to have effected a registration for purposes of this Section 4. (b) The holders of a majority in number of the Registrable Securities shall be entitled to specify in a request that one registration that is effected pursuant to this Section 4 shall be for a Shelf Registration (a "Designated Shelf Registration"). Subject to any Blackout Period, a Designated Shelf Registration shall be available for sales of Registrable Securities during the 15 Business Day period beginning on the third Business Day after the Company's public announcement of its quarterly or year-end financial results (each a "Sale Period"); PROVIDED, HOWEVER, that dispositions pursuant to this Section 4(b), together with all other sales made in accordance with the volume and manner of sale limitations of rule 144(e) and (f) under the Securities Act within the same three month period, shall not exceed 1% of the outstanding shares of TWX Common Stock as reported on the Company's most recent Form 10-K or 10-Q, as applicableunderwriters may advise. Notwithstanding the foregoing, if the Company shall furnish to Holder requesting a Blackout Period or registration statement pursuant to this Section 2, a suspension certificate signed by the Company President or Chief Executive Officer of the use by Company stating that in the Holders good faith judgment of the Designated Shelf Registration or any related Prospectus pursuant to Section 7(e), eliminates more than seven Business Days in any Sale Period, then (i)the length board of directors of the next Sale Period shall Company, it would be thirty Business Days seriously detrimental to the Company and (ii) its stockholders for such registration statement to be filed and it is therefore essential to defer the volume restriction specified in the preceding sentence shall be 2% filing of the outstanding shares of TWX Common Stock for the three month period which includes such extended Sale Period. Notwithstanding the provisions of Section 7(b)registration statement, the Company shall be required have the right to maintain the effectiveness defer such filing for a period of not more than ninety (90) days after receipt of the Designated Shelf Registration for at least 36 calendar months (which period shall be extended if necessary to cover any and all extended Sale Periods provided for under the immediately preceding sentence), or, if earlier, until all Registrable Securities covered thereby have ceased to be Registrable Securities. (c) A registration requested pursuant to this Section 4 shall not be deemed to be effected for purposes of this Section 4 if it has not been declared effective by the SEC or become effective in accordance with the Securities Act and the rules and regulations thereunder. (d) Holders of a majority in number request of the Registrable Securities to be included in a Registration Statement pursuant to this Section 4 mayHolder; provided, at any time prior to the effective date of the Registration Statement relating to such registrationhowever, revoke such request by providing a written notice to that the Company revoking such request. The Holders of Registrable Securities who revoke such request shall reimburse the Company for all its out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement; PROVIDED, HOWEVER, that, if such revocation was based on (x) the Company's failure to comply in all material respects with its obligations hereunder or (y) the occurrence of a Blackout Period, such reimbursement shall may not be required and the remaining provisions of utilize this Section 4(d) shall not apply. If such reimbursement is made within 10 Business Days following a request therefor, such registration shall not be deemed to have been effected for purposes of this Section 4. If such reimbursement is not so received within such time (i) such registration shall be deemed to have been effected for purposes of this Section 4 and (ii) the Company shall have no further obligations to such Holders with respect to piggyback registrations pursuant to Section 3 or demand registrations pursuant to this Section 4 until such reimbursement is made. (e) The Company will not include any securities which are not Registrable Securities right more than once in any Registration Statement filed pursuant to a demand made under this Section 4 without the prior written consent of the Holders of a majority in number of the Registrable Securities covered by such Registration Statementtwelve (12) month period.

Demand Registration Right. (a) Upon From and after the written request date of an IPO, at any time the Company does not qualify for the use of Form S-3 promulgated under the Securities Act (or any successor form to Form S- 3, or any similar short-form Registration Statement), (i) each Holder or group of Holders of Registrable Securities, which collectively hold (together with their Affiliates) Registrable Securities that constitute, in the aggregate, at least 25% ten percent (10%) of the outstanding Common Stock (collectively, the “Initiating Demand Holders”), may make a written request (specifying the intended method of disposition, such as an underwritten offering or a block trade, and the amount of Registrable Securities proposed to be sold) that the Company effect, and the Company shall use its reasonable best efforts to effect, a registration of its Common Stock under the Securities Act (a “Demand Registration”) of all or any requested portion of the Registrable Securities that the Company effect the registration with the SEC under and in accordance with the provisions of the Securities Act of all or part of collectively held by such Holder's or Holders' Registrable Securities and specifying the aggregate number of shares of Registrable Securities requested Holders (subject to be registered and the name or names of the proposed managing underwriter or underwriters (or in the case of a Designated Shelf Registration, the intended method of distribution and the name or names of any managing underwriters or agentsSECTION 2.4(a)), the Company will use all commercially reasonable efforts to file a Registration Statement covering such Holder's or Holders' Registrable Securities requested to be registered within 20 Business Days after receipt of such request for disposition pursuant to an underwritten offering (or, in the case of a Designated Shelf Registration, the intended method of distribution) (the terms of such underwritten offering or other distribution to be determined by the Holders of a majority of the Registrable Securities so requested to be registered); PROVIDED, HOWEVER, provided that the Company shall not be required obligated to take effect such registration until after the expiration of any action lock-up agreements entered into by the Initiating Demand Holders in connection with the IPO or (ii) the Board of Directors may determine to commence a registration of Registrable Securities held by Holders under the Securities Act (a “Company Initiated Resale Registration”), and the Company shall use its reasonable best efforts to effect a registration of Registrable Securities for all Holders that exercise piggyback registration rights under SECTION 2.2 (subject to SECTION 2.4(a)). (b) If the Board of Directors, in its good faith judgment, determines that any registration of the Registrable Securities pursuant to a Demand Registration or a Company Initiated Resale Registration should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization or merger or other material transaction involving the Company (a “Valid Business Reason”), the Company may (i) postpone filing a Registration Statement relating to a Demand Registration or a Company Initiated Resale Registration until such Valid Business Reason no longer exists, but in no event for more than ninety (90) days, and (ii) in case a Registration Statement has been filed relating to a Demand Registration or a Company Initiated Resale Registration, if the Valid Business Reason has not resulted from actions taken by the Company, the Company, upon the approval of a majority of the Board of Directors, acting in good faith, (x) may cause such Registration Statement to be withdrawn and its effectiveness terminated, provided, however, that a new Registration Statement is filed within ninety (90) days thereafter, or (y) may postpone amending or supplementing such Registration Statement, but in no event for more than ninety (90) days; provided, however, that if the registration of Registrable Securities is postponed or withdrawn pursuant to this Section 4: (1) if prior to the date of such request SECTION 2.1(b), the Company shall have effected three (3) registrations pursuant not be permitted to this Section 4; (2) if register under the Securities Act any Common Stock, other than Common Stock or other equity securities to be issued in connection with an acquisition, during any such postponement or during the period from such withdrawal to the filing of such new Registration Statement. The Company shall give written notice of its determination to postpone or withdraw a Registration Statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, in each case, promptly after the occurrence thereof. Notwithstanding anything to the contrary contained herein, the Company has effected may not postpone or withdraw a registration filing or filings under this SECTION 2.1 (other i) more than a Designated Shelf Registrationtwice in any twelve (12) pursuant to this Section 4 within the 120-day month period immediately preceding such request which permitted Holders of Registrable Securities to register Registrable Securities; (3) if the Company shall at the time have effective a Shelf Registration pursuant to which the Holder or Holders that requested registration could effect the disposition of such Holder's or Holders' Registrable Securities in the manner requested; (4) if the Registrable Securities which the Company shall have been requested to register shall have a then current market value of less than $50,000,000, unless such registration request is for all remaining Registrable Securities; or (5) during the pendency of any Blackout Period; PROVIDED FURTHER, HOWEVER, except that the Company shall be permitted able to satisfy its obligations under use this Section 4(aright more than twice in any twelve (12) by amending month period if the Company is exercising such right during the fifteen (15) day period prior to the extent permitted by applicable law) any registration statement (including any Shelf Registration) previously filed by Company’s regularly scheduled quarterly earnings announcement date and the Company under the Securities Act so that such registration statement (as amended) shall permit the disposition (in accordance with the intended methods of disposition specified as aforesaid) of all of the Registrable Securities for which a demand for registration has been made under this Section 4(a). If the Company shall so amend a previously filed registration statement, it shall be deemed to have effected a registration for purposes of this Section 4. (b) The holders of a majority in total number of the Registrable Securities shall be entitled to specify days of postponement in a request that such twelve (12) month period does not exceed one registration that is effected pursuant to this Section 4 shall be for a Shelf Registration hundred and five (a "Designated Shelf Registration"). Subject to any Blackout Period, a Designated Shelf Registration shall be available for sales of Registrable Securities during the 15 Business Day period beginning on the third Business Day after the Company's public announcement of its quarterly or year-end financial results (each a "Sale Period"); PROVIDED, HOWEVER, that dispositions pursuant to this Section 4(b105) days), together with all other sales made in accordance with the volume and manner of sale limitations of rule 144(e) and (f) under the Securities Act within the same three month period, shall not exceed 1% of the outstanding shares of TWX Common Stock as reported on the Company's most recent Form 10-K or 10-Q, as applicable. Notwithstanding the foregoing, if a Blackout Period or a suspension by the Company of the use by the Holders of the Designated Shelf Registration or any related Prospectus pursuant to Section 7(e), eliminates more than seven Business Days in any Sale Period, then (i)the length of the next Sale Period shall be thirty Business Days and (ii) the volume restriction specified except as contemplated in the preceding sentence shall be 2% of the outstanding shares of TWX Common Stock for the three month period which includes such extended Sale Period. Notwithstanding the provisions of Section 7(b), the Company shall be required to maintain the effectiveness of the Designated Shelf Registration for at least 36 calendar months (which period shall be extended if necessary to cover any and all extended Sale Periods provided for under the immediately preceding sentence), or, if earlier, until all Registrable Securities covered thereby have ceased to be Registrable Securities. (c) A registration requested pursuant to this Section 4 shall not be deemed to be effected for purposes of this Section 4 if it has not been declared effective by the SEC or become effective parenthetical in accordance with the Securities Act and the rules and regulations thereunder. (d) Holders of a majority in number of the Registrable Securities to be included in a Registration Statement pursuant to this Section 4 may, at any time prior to the effective date of the Registration Statement relating to such registration, revoke such request by providing a written notice to the Company revoking such request. The Holders of Registrable Securities who revoke such request shall reimburse the Company for all its out-of-pocket expenses incurred in the preparation, filing and processing of the Registration Statement; PROVIDED, HOWEVER, that, if such revocation was based on (x) the Company's failure to comply in all material respects with its obligations hereunder or (y) the occurrence of a Blackout Period, such reimbursement shall not be required and the remaining provisions of this Section 4(d) shall not apply. If such reimbursement is made within 10 Business Days following a request therefor, such registration shall not be deemed to have been effected for purposes of this Section 4. If such reimbursement is not so received within such time (i) immediately above, for more than ninety (90) days, in the aggregate for all such registration shall be deemed to have been effected for purposes of this Section 4 and (ii) the Company shall have no further obligations to such Holders with respect to piggyback registrations pursuant to Section 3 postponements or demand registrations pursuant to this Section 4 until such reimbursement is made. (e) The Company will not include any securities which are not Registrable Securities withdrawals, in any Registration Statement filed pursuant to a demand made under this Section 4 without the prior written consent of the Holders of a majority in number of the Registrable Securities covered by such Registration Statement.twelve