Common use of Limitations on Demand Registrations Clause in Contracts

Limitations on Demand Registrations. The rights of the Holders to effect a Demand Registration shall be limited as follows: 3.2.1 Except as set forth in subparagraph 3.2.2, the Company shall not be required to effect more than two Demand Registrations. 3.2.2 Notwithstanding subparagraph 3.2.1 and subject to the provisions of paragraph 3.3 hereof, the Holders shall be entitled to three (3) Demand Registrations at the Company's expense on Form S-3 or any similar short-form registration, provided that the Company qualifies for such short-form registration, and provided further that any REGISTRATION RIGHTS AGREEMENT Demand Registration pursuant to this subparagraph 3.2.2 shall not be counted as one of the Demand Registrations allowed under subparagraph 3.2.1 above. 3.2.3 Notwithstanding subparagraph 3.2.2, the Holders shall be entitled to an unlimited number of Demand Registrations at their own expense on any applicable form of registration. 3.2.4 The Company shall not be obligated to effect a registration, qualification, or compliance under this Article III during the period starting sixty (60) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that the Company is actively and in good faith employing all reasonable efforts to cause such registration to become effective. 3.2.5 The Company will not be deemed to have provided a Demand Registration hereunder unless, in addition to the satisfaction of any other conditions required by this Agreement, such registration has become effective. 3.2.6 Any Demand Registration must be firmly underwritten by underwriters selected by the Initiating Holders, subject to the approval of the Company, which approval shall not be unreasonably withheld, and the Company and the Initiating Holders shall obtain the commitment of such underwriter to firmly underwrite the offering. 3.2.7 If the Company shall furnish to the Holders making such Demand a certificate signed by the President of the Company stating that, in the unanimous good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Registration Statement to be filed at the date filing would be required hereunder, then the Company shall have an additional period of not more than ninety (90) days within which to file such Registration Statement.

Limitations on Demand Registrations. The rights of the Holders to effect a Demand Registration shall be limited as follows: 3.2.1 Except as set forth in subparagraph 3.2.2, the Company (i) Holding shall not be required obligated to effect more than two Demand Registrations. 3.2.2 Notwithstanding subparagraph 3.2.1 and subject to the provisions of paragraph 3.3 hereof, the Holders shall be entitled to three (3) Demand Registrations at the Company's expense on Form S-3 or any similar short-form registration, provided that the Company qualifies for such short-form registration, and provided further that any REGISTRATION RIGHTS AGREEMENT Demand Registration pursuant to Section 6.2(a) of this subparagraph 3.2.2 shall not be counted as one of the Demand Registrations allowed under subparagraph 3.2.1 aboveAgreement. 3.2.3 Notwithstanding subparagraph 3.2.2, the Holders shall be entitled to an unlimited number of Demand Registrations at their own expense on any applicable form of registration. 3.2.4 The Company (ii) Holding shall not be obligated to effect any Demand Registration of any Registrable Securities pursuant to Section 6.2(a) hereof before the earlier to occur of (A) June 7, 2002, and (B) six months following the consummation of Holding's initial public offering of shares of Common Stock registered in an effective registration statement under the Securities Act. (iii) Any registration initiated as a registration, qualification, or compliance under Demand Registration pursuant to Section 6.2(a) hereof shall not count as a Demand Registration for purposes of the limitation set forth in Section 6.2(b)(i) of this Article III Agreement unless such registration has become effective and at least 75% of the Registrable Securities of the Demanding Holders requested to be included in such registration have actually been sold. (iv) Holding shall not be obligated to effect any Demand Registration during the period starting sixty (60) commencing on the date falling 90 days prior to the CompanyHolding's good faith estimate of the estimated date of filing of, and ending on a the date one hundred eighty (180) 180 days following the effective date of, a Company-any registration statement pertaining to any registration initiated registration by Holding, for the account of Holding and/or securityholders other than Holders (other than a registration of securities in a Rule 145 transaction or with respect to an securities registered solely in connection with acquisitions, employee benefit planplans, and the like); provided, provided however, that the Company is actively and Holding shall use its best efforts in good faith employing all reasonable efforts to cause any such registration statement to be filed and to become effectiveeffective as expeditiously as shall be reasonably possible. 3.2.5 The Company will not be deemed to have provided a Demand Registration hereunder unless, in addition to the satisfaction of any other conditions required by this Agreement, such registration has become effective. 3.2.6 Any Demand Registration must be firmly underwritten by underwriters selected by the Initiating Holders, subject to the approval of the Company, which approval (v) Holding shall not be unreasonably withheldobligated to effect any Demand Registration for any 120-day period following receipt of any written request for registration, and the Company and the Initiating Holders shall obtain the commitment of such underwriter to firmly underwrite the offering. 3.2.7 If the Company shall furnish to the Holders making such Demand a certificate signed by the President of the Company stating that, if in the unanimous good faith judgment of the Board of Directors of Holding, or of the Companymanaging underwriter of such offering if (A) such managing underwriter was selected pursuant to Section 6.2(d) hereof by the consent of the Majority Demanding Holders, it and (B) Holding has not withheld its approval of any managing underwriter proposed by the Majority Demanding Holders in connection with such Demand Registration, the filing of any registration statement during such 120-day period would be seriously detrimental adversely affect a material proposed or pending acquisition, merger, or similar corporate event to the Company and its shareholders for such Registration Statement which Holding is or expects to be filed at the date filing would be required hereunder, then the Company shall have an additional period of not more than ninety (90) days within which to file such Registration Statementparty.

Limitations on Demand Registrations. The rights of the Holders to effect a Demand Registration shall be limited as follows: 3.2.1 Except as set forth in subparagraph 3.2.2, the Company (i) Holding shall not be required obligated to effect more than two Demand Registrations. 3.2.2 Notwithstanding subparagraph 3.2.1 and subject to the provisions of paragraph 3.3 hereof, the Holders shall be entitled to three (3) Demand Registrations at the Company's expense on Form S-3 or any similar short-form registration, provided that the Company qualifies for such short-form registration, and provided further that any REGISTRATION RIGHTS AGREEMENT Demand Registration pursuant to Section 6.2(a) of this subparagraph 3.2.2 shall not be counted as one of the Demand Registrations allowed under subparagraph 3.2.1 aboveAgreement. 3.2.3 Notwithstanding subparagraph 3.2.2, the Holders shall be entitled to an unlimited number of Demand Registrations at their own expense on any applicable form of registration. 3.2.4 The Company (ii) Holding shall not be obligated to effect any Demand Registration of any Registrable Securities pursuant to Section 6.2(a) hereof before the earlier to occur of (A) June 7, 2002, and (B) six months following the consummation of Holding's initial public offering of shares of Common Stock registered in an effective registration statement under the Securities Act. (iii) Any registration initiated as a registration, qualification, or compliance under Demand Registration pursuant to Section 6.2(a) hereof shall not count as a Demand Registration for purposes of the limitation set forth in Section 6.2(b)(i) of this Article III Agreement unless such registration has become effective and at least 75% of the Registrable Securities of the Demanding Holders requested to be included in such registration have actually been sold. (iv) Holding shall not be obligated to effect any Demand Registration during the period starting sixty (60) commencing on the date falling 90 days prior to the CompanyHolding's good faith estimate of the estimated date of filing of, and ending on a the date one hundred eighty (180) 180 days following the effective date of, a Company-any registration statement pertaining to any registration initiated registration by Holding, for the account of Holding and/or stockholders other than Holders (other than a registration of securities in a Rule 145 transaction or with respect to an securities registered solely in connection with acquisitions, employee benefit planplans, and the like); provided, provided however, that the Company is actively and Holding shall use its best efforts in good faith employing all reasonable efforts to cause any such registration statement to be filed and to become effectiveeffective as expeditiously as shall be reasonably possible. 3.2.5 The Company will not be deemed to have provided a Demand Registration hereunder unless, in addition to the satisfaction of any other conditions required by this Agreement, such registration has become effective. 3.2.6 Any Demand Registration must be firmly underwritten by underwriters selected by the Initiating Holders, subject to the approval of the Company, which approval (v) Holding shall not be unreasonably withheldobligated to effect any Demand Registration for any 120-day period following receipt of any written request for registration, and the Company and the Initiating Holders shall obtain the commitment of such underwriter to firmly underwrite the offering. 3.2.7 If the Company shall furnish to the Holders making such Demand a certificate signed by the President of the Company stating that, if in the unanimous good faith judgment of the Board of Directors of Holding, or of the Company, it would be seriously detrimental to the Company and its shareholders for such Registration Statement to be filed at the date filing would be required hereunder, then the Company shall have an additional period managing underwriter of not more than ninety (90) days within which to file such Registration Statement.such

Limitations on Demand Registrations. The rights Notwithstanding the provisions of the Holders to effect a Demand Registration shall be limited as follows: 3.2.1 Except as set forth in subparagraph 3.2.2Section 2, the Company shall not be required to take any action to effect more than two Demand Registrations.a registration demanded pursuant to this Section 2.4: 3.2.2 Notwithstanding subparagraph 3.2.1 and subject to (i) after the provisions of paragraph 3.3 hereof, the Holders shall be entitled to Company has effected three (3) Demand Registrations at the Company's expense on Form S-3 or any similar short-form registrationregistrations pursuant to Section 2.4(a) with respect to registrations requested by Investors; provided, provided that the Company qualifies for such short-form registrationhowever, and provided further that any REGISTRATION RIGHTS AGREEMENT Demand Registration pursuant registration that does not include at least 90% of all Registrable Securities requested to this subparagraph 3.2.2 be included therein shall not be counted as one count against such limit and that any registration in which all Registrable Securities included therein (other than a shelf registration that does not contemplate an underwritten offering of Registrable Securities) are not sold in accordance with the Demand Registrations allowed under subparagraph 3.2.1 above. 3.2.3 Notwithstanding subparagraph 3.2.2, the Holders shall be entitled to an unlimited number plan of Demand Registrations at their own expense on any applicable form of registration. 3.2.4 The Company distribution described in such registration shall not be obligated to effect a registration, qualification, or compliance under this Article III during the period starting sixty count against such limit; (60ii) days prior to the Company's good faith estimate of the date of filing of, and ending on a date one hundred eighty (180) if such registration would become effective within 120 days following the effective date of, a Company-initiated of any prior registration (other than a registration of securities in a Rule 145 transaction or statement with respect to an employee benefit plan), provided that the Company is actively and in good faith employing all reasonable efforts to cause such registration to become effective. 3.2.5 The Company will not be deemed to have provided a Demand Registration hereunder unless, in addition to the satisfaction of any other conditions required by this Agreement, such registration has become effective. 3.2.6 Any Demand Registration must be firmly underwritten by underwriters selected by the Initiating Holders, subject to the approval public offering of the Company’s securities; (iii) if, which approval shall not be unreasonably withheldwithin 30 days of receipt of a written request from the Investors initiating registration pursuant to Section 2.4, and the Company and gives notice to the Initiating Holders shall obtain holders of Registrable Securities of the commitment Company’s good faith intention to make a public offering of such underwriter to firmly underwrite the offering.its securities within 90 days; 3.2.7 If (iv) if the Company shall furnish to the Holders making such Demand Investors initiating registration pursuant to Section 2.4 a certificate signed by the President Chairman of the Company Board of Directors stating that, in the unanimous good faith judgment of the Board of Directors of Directors, such registration, if made or continued, would materially interfere with any material financing, acquisition, corporate reorganization, merger or other transaction involving the Company, it would be seriously detrimental to the Company and its shareholders for such Registration Statement to be filed at the date filing would be required hereunder, then in which event the Company shall have an additional the right to defer the filing of a registration statement for a period of not more than ninety 90 days after receipt of the request of the Investors initiating registration pursuant to Section 2.4; provided that such right to delay a request shall not be exercised by the Company more than once in any twelve month period; or (90v) days within which if the anticipated aggregate offering price to file the public in such Registration Statementregistration would not exceed $10,000,000.

Limitations on Demand Registrations. (a) The rights Holders of the Holders to effect a Demand Registration Registrable Securities shall be limited as follows: 3.2.1 Except as set forth in subparagraph 3.2.2, the Company shall not be required entitled to effect more than two Demand Registrations. 3.2.2 Notwithstanding subparagraph 3.2.1 and subject to the provisions of paragraph 3.3 hereof, the Holders (b) The Company shall be entitled to three (3) Demand Registrations at the Company's expense on Form S-3 or any similar short-form registrationpostpone for a reasonable period of time, provided that the Company qualifies for such short-form registration, and provided further that any REGISTRATION RIGHTS AGREEMENT Demand Registration pursuant not to this subparagraph 3.2.2 shall not be counted as one of the Demand Registrations allowed under subparagraph 3.2.1 above. 3.2.3 Notwithstanding subparagraph 3.2.2, the Holders shall be entitled to an unlimited number of Demand Registrations at their own expense on any applicable form of registration. 3.2.4 The Company shall not be obligated to effect a registration, qualification, or compliance under this Article III during the period starting exceed sixty (60) days prior days, the declaration of effectiveness by the SEC of any Demand Registration otherwise required to the Company's good faith estimate of the date of filing of, be prepared and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that filed by the Company is actively and in good faith employing all reasonable efforts to cause such registration to become effective. 3.2.5 The Company will not be deemed to have provided if, at the time it receives a Demand Registration hereunder unlessrequest or at any time during the process of registration, in addition prior to the satisfaction of any other conditions required by this Agreement, such registration has become effective. 3.2.6 Any Demand Registration must be firmly underwritten by underwriters selected being declared effective by the Initiating HoldersSEC, subject to the approval of the Company, which approval shall not be unreasonably withheld, and the Company and the Initiating Holders shall obtain the commitment of such underwriter to firmly underwrite the offering. 3.2.7 If the Company shall furnish to the Holders making such Demand a certificate signed by the President Chief Executive Officer of the Company stating that, in the unanimous good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such Demand Registration to be effected at such time. The Company shall be entitled to postpone filing of a Demand Registration as provided in Section 4(a) below, provided, however, that the Company shall not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve (12) months following the expiration of such sixty-day period; and provided further that should the Company postpone the filing of a Registration Statement pursuant to Section 4(a) hereof, the Company shall not be entitled to postpone effectiveness of such Registration Statement pursuant to be filed at this Section 2.2(a). In the date filing would be required hereunderevent the effectiveness of any registration statement is postponed pursuant to this paragraph, then the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company shall have an additional period of not more than ninety within twenty (9020) days within which after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to file such Demand Registration Statementshall be reinstated).

Limitations on Demand Registrations. (i) The rights Holders of the Holders to effect a Demand Registration Registrable Securities shall be limited as follows: 3.2.1 Except as set forth in subparagraph 3.2.2, the Company shall not be required entitled to effect more than two Demand Registrations. 3.2.2 Notwithstanding subparagraph 3.2.1 and subject to the provisions of paragraph 3.3 hereof, the Holders (ii) The Company shall be entitled to three (3) Demand Registrations at the Company's expense on Form S-3 or any similar short-form registrationpostpone for a reasonable period of time, provided that the Company qualifies for such short-form registration, and provided further that any REGISTRATION RIGHTS AGREEMENT Demand Registration pursuant not to this subparagraph 3.2.2 shall not be counted as one of the Demand Registrations allowed under subparagraph 3.2.1 above. 3.2.3 Notwithstanding subparagraph 3.2.2, the Holders shall be entitled to an unlimited number of Demand Registrations at their own expense on any applicable form of registration. 3.2.4 The Company shall not be obligated to effect a registration, qualification, or compliance under this Article III during the period starting exceed sixty (60) days prior days, the declaration of effectiveness by the SEC of any Demand Registration otherwise required to the Company's good faith estimate of the date of filing of, be prepared and ending on a date one hundred eighty (180) days following the effective date of, a Company-initiated registration (other than a registration of securities in a Rule 145 transaction or with respect to an employee benefit plan), provided that filed by the Company is actively and in good faith employing all reasonable efforts to cause such registration to become effective. 3.2.5 The Company will not be deemed to have provided if, at the time it receives a Demand Registration hereunder unlessrequest or at any time during the process of registration, in addition prior to the satisfaction of any other conditions required by this Agreement, such registration has become effective. 3.2.6 Any Demand Registration must be firmly underwritten by underwriters selected being declared effective by the Initiating HoldersSEC, subject to the approval of the Company, which approval shall not be unreasonably withheld, and the Company and the Initiating Holders shall obtain the commitment of such underwriter to firmly underwrite the offering. 3.2.7 If the Company shall furnish to the Holders making such Demand a certificate signed by the President Chief Executive Officer of the Company stating that, in the unanimous good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders stockholders for such Demand Registration to be effected at such time. The Company shall be entitled to postpone filing of a Demand Registration as provided in Section 4(a) below, provided, however, that the Company shall not be entitled to postpone filing a registration statement in response to a Demand Registration for the twelve (12) months following the expiration of such sixty-day period; and provided further that should the Company postpone the filing of a Registration Statement pursuant to Section 4(a) hereof, the Company shall not be entitled to postpone effectiveness of such Registration Statement pursuant to be filed at this Section 2.2(a). In the date filing would be required hereunderevent the effectiveness of any registration statement is postponed pursuant to this paragraph, then the holder or holders of the Registrable Securities making a registration request shall have the right to withdraw such Demand Registration request by giving written notice to the Company shall have an additional period of not more than ninety within twenty (9020) days within which after receipt of the notice of postponement (and, in the event of such withdrawal, the right of the holders of the Registrable Securities to file such Demand Registration Statementshall be reinstated).