Common use of Registration on Request Clause in Contracts

Registration on Request. (a) In case the Holding Company shall receive from one or more holders of any Registrable Shares a written request or requests that the Holding Company effect any registration, qualification and/or compliance of any Registrable Shares held by (or issuable to) such holder or holders, and specifying the intended method of offering, sale and distribution, the Holding Company will: (i) promptly give written notice of the proposed registration, qualification and/or compliance to each holder of any Registrable Shares; and (ii) as soon as practicable, effect such registration, qualification and/or compliance (including, without limitation, the execution of an undertaking for post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of such amount of Registrable Shares as is specified in a written request or requests, made within 30 days after receipt of such written notice from the Holding Company, by any holder or holders of any Registrable Shares. (b) The obligations of the Holding Company under this section 5.1 to effect any such registration, qualification and/or compliance are subject to the following qualifications: (i) the Holding Company shall only be obligated to effect three registrations pursuant to this section 5.1, provided that if, in connection with any registration of Registrable Shares effected pursuant to this section 5.1, the holders of Registrable Shares requesting registration are unable for any reason to include in such registration all of the Registrable Shares for which registration has been requested, then the holder or holders of the Registrable Shares shall be entitled to an additional registration of Registrable Shares pursuant to this section 5.1; (ii) the Holding Company shall not be obligated to effect any registration requested pursuant to this section 5.1 prior to the expiration of 120 days after the consummation of the Holding Company's initial public offering; (iii) the Holding Company shall not be obligated to effect any registration requested pursuant to this section 5.1 unless it shall have been requested to do so by the holder or holders of a majority of the Registrable Shares at the time outstanding; (iv) the Holding Company shall not include in any registration, qualification or compliance requested pursuant to this section 5.1 any other securities (including, without limitation, those to be issued and sold by the Holding Company), if as a result of including any such other securities there is any reduction in the number of Registrable Shares to be included therein or in the estimated price to the public of such Registrable Shares, without the prior written consent of holders of a majority of the Registrable Shares to be included in such registration, qualification or compliance; and (v) the Holding Company shall pay all Registration Expenses related to any registration, qualification and compliance effected pursuant to this section 5.1.

Registration on Request. (a) In case Commencing at any time or from time to time after September 30, 1999, and subject to the Holding Company shall receive from one or more holders last sentence of any Registrable Shares a this Section 4.1(a), upon the written request or requests of Tapir, requesting that the Holding Company effect any registrationthe registration under the Securities Act of all or part of, qualification and/or compliance of any Registrable but not less than twenty percent (20%) of, Tapir's Shares held by (or issuable to) such holder or holders, and specifying the intended method of offeringdisposition thereof, sale and distribution, thereupon the Holding Company will:will use its reasonable efforts to effect the registration under the Securities Act of (i) promptly give written notice the Shares which the Company has been so requested to register by Tapir for disposition in accordance with the intended method of the proposed registration, qualification and/or compliance to each holder of any Registrable Sharesdisposition stated in such request; and (ii) as soon as practicable, effect such registration, qualification and/or compliance (including, without limitation, all shares of Common Stock which the execution of an undertaking for post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as Company may be so requested and as would permit or facilitate the sale and distribution of such amount of Registrable Shares as is specified in a written request or requests, made within 30 days after receipt of such written notice from the Holding Company, by any holder or holders of any Registrable Shares. (b) The obligations of the Holding Company under this section 5.1 elect to effect any such registration, qualification and/or compliance are subject to the following qualifications: (i) the Holding Company shall only be obligated to effect three registrations pursuant to this section 5.1, provided that if, register in connection with any registration of Registrable Shares effected pursuant to this section 5.1, the holders of Registrable Shares requesting registration are unable for any reason to include in such registration all offering of the Registrable Shares for which registration has been requested, then the holder or holders of the Registrable Shares shall be entitled to an additional registration of Registrable Shares pursuant to this section 5.1; Section 4.1, whether for its own account or for the account of a holder of Common Stock, all to the extent requisite to permit the disposition (iiin accordance with the intended methods thereof as aforesaid) of the Holding Company Shares and the additional shares of Common Stock, if any, to be so registered. Notwithstanding the foregoing, Tapir shall not be obligated entitled to effect request the registration of any Shares under this Section 4.1 if during the immediately preceding six months Tapir was given the opportunity to register its Shares under Section 4.2 (c) The Company will pay all Registration Expenses in connection with one registration requested pursuant to this section 5.1 prior Section 4.1, provided that, in any registration upon request pursuant to which less than 50% of the Shares requested to be registered by Tapir are registered, but no such registration shall be counted as a request registration for purposes of this Section 4. 1. The Registration Expenses (and underwriting discounts and commissions and transfer taxes, if any, allocable to the expiration of 120 days after the consummation of the Holding Company's initial public offering;Shares requested to be registered by Tapir) in connection with each other registration requested under this Section 4.1 shall be paid for by Tapir requesting such registration. (iiid) the Holding Company shall not be obligated to effect any A registration requested pursuant to this section 5.1 unless it Section 4.1 shall not be deemed to have been requested effected (i) unless a registration statement with respect thereto has become effective; provided that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal to do so proceed by Tapir (other than a refusal to proceed based upon the advice of counsel relating to a matter with respect to the Company) shall be deemed to have been effected by the holder Company at the request of Tapir, (ii) if, after it has been effective, such registration is interfered with by any stop order, injunction or holders of a majority other order or requirement of the Registrable Shares at Commission or other governmental agency or court for any reason, or (iii) the time outstanding;conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied. (ive) the Holding Company shall not include in any registration, qualification or compliance If a requested registration pursuant to this section 5.1 any other securities (includingSection 4.1 involves an underwritten offering, without limitation, those to the underwriter or underwriters thereof shall be issued and sold reasonably selected by the Holding Company). (f) If a requested registration pursuant to this Section 4.1 involves an underwritten offering, if as and the managing underwriter shall advise the Company (with a result copy of including any such other securities there is any reduction notice to Tapir requesting registration) that, in its opinion, the number of Registrable Shares to be included therein or in the estimated price to the public of such Registrable Shares, without the prior written consent of holders of a majority of the Registrable Shares securities requested to be included in such registration (including securities proposed to be sold for the account of the Company) exceeds the number which can be sold in such offering within a price range acceptable to Tapir, the Company will include in such registration, qualification or compliance; and to the extent 5 6 of the number which the Company is so advised can be sold in such offering, (vi) first, Shares requested to be included in such registration by Tapir and (ii) second, all shares proposed to be included by the Holding Company shall pay all Registration Expenses related to any in such registration, qualification and compliance effected pursuant to this section 5.1.

Registration on Request. (a) In case Subject to Section 4.1(c), if at any time following the Holding two-month anniversary of the Closing Date, the Company shall receive from one or more holders of any Registrable Shares receives a written request or requests (a “Registration Request”) from any Shareholder Party by Shareholder Action that the Holding Company file a Registration Statement covering the registration of Common Shares having an aggregate market value (based on Average VWAP) of at least $100.0 million as of the date of such Registration Request, then the Company shall use reasonable best efforts to, as expeditiously as possible, effect the registration of such portion of the Registrable Securities set forth in such Registration Request, together with any registrationsecurities required to be included in such Registration Statement pursuant to the Faiveley Registration Rights, qualification and/or compliance of any Registrable Shares held by (or issuable to) such holder or holders, and specifying in accordance with the intended method of offeringdistribution stated in such Registration Request, sale pursuant to a Registration Statement, to the extent necessary to permit the disposition of the Registrable Securities to be so registered. Each Registration Request pursuant to this Section 4.1 must be in writing and specify the number of Registrable Securities requested to be registered and the intended method of distribution. Notwithstanding the foregoing, the Holding Company willwill not be obligated to file a Registration Statement requested pursuant to this Section 4.1: (i) promptly give written notice within a period of 90 calendar days after the proposed registration, qualification and/or compliance to each holder date of delivery of any Registrable Shares; and (ii) as soon as practicable, effect such registration, qualification and/or compliance (including, without limitation, the execution of an undertaking for post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of such amount of Registrable Shares as is specified in a written request or requests, made within 30 days after receipt of such written notice from the Holding Company, by any holder or holders of any Registrable Shares. (b) The obligations of the Holding Company under this section 5.1 to effect any such registration, qualification and/or compliance are subject to the following qualifications: (i) the Holding Company shall only be obligated to effect three registrations Registration Request pursuant to this section 5.1, provided that if, in connection with any registration of Registrable Shares effected pursuant to this section 5.1, the holders of Registrable Shares requesting registration are unable for any reason to include in such registration all of the Registrable Shares for which registration has been requested, then the holder or holders of the Registrable Shares shall be entitled to an additional registration of Registrable Shares pursuant to this section 5.1Section 4.1; (ii) during such time as the Holding Company shall not be obligated to effect any registration requested Shareholder Parties may sell Registrable Securities, in accordance with the intended method of distribution stated in the Registration Request, pursuant to this section 5.1 prior to the expiration of 120 days after the consummation of the Holding Company's initial public offeringa Shelf Registration Statement under Section 4.3; (iii) on a total of more than three occasions in any calendar year (if, on each such occasion, the Holding Company shall not be obligated to effect any registration requested pursuant to this section 5.1 unless it shall have been requested deemed to do so by the holder or holders have been effected in accordance with Section 4.1(b) of a majority of the Registrable Shares at the time outstandingthis Agreement); (iv) the Holding Company shall not include in any registration, qualification or compliance requested pursuant particular jurisdiction in which the Company would be required to this section 5.1 any other securities (including, without limitation, those execute a general consent to be issued and sold by the Holding Company), if as a result service of including any such other securities there is any reduction process in the number of Registrable Shares to be included therein or in the estimated price to the public of such Registrable Shares, without the prior written consent of holders of a majority of the Registrable Shares to be included in effecting such registration, qualification or compliance, unless the Company is already subject to service of process in such jurisdiction and except as may be required by the 1933 Act; and (v) the Holding Company shall pay all Registration Expenses related to any registration, qualification and compliance effected pursuant to this section 5.1.or

Registration on Request. (a) In case the Holding Company shall receive from one or more holders of Subject to Sections 3.1(b) and 5.1(g), at any Registrable Shares a written request or requests that the Holding Company effect any registration, qualification and/or compliance of any Registrable Shares held by (or issuable to) such holder or holders, and specifying the intended method of offering, sale and distribution, the Holding Company will: (i) promptly give written notice of the proposed registration, qualification and/or compliance to each holder of any Registrable Shares; and (ii) as soon as practicable, effect such registration, qualification and/or compliance (including, without limitation, the execution of an undertaking for post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may be so requested and as would permit or facilitate the sale and distribution of such amount of Registrable Shares as is specified in a written request or requests, made within 30 days time after receipt of such written notice from the Holding Company, by any holder or holders of any Registrable Shares. (b) The obligations of the Holding Company under this section 5.1 to effect any such registration, qualification and/or compliance are subject to the six months following qualifications: (i) the Holding Company shall only be obligated to effect three registrations pursuant to this section 5.1, provided that if, in connection with any registration of Registrable Shares effected pursuant to this section 5.1, the holders of Registrable Shares requesting registration are unable for any reason to include in such registration all of the Registrable Shares for which registration has been requested, then the holder or holders of the Registrable Shares shall be entitled to an additional registration of Registrable Shares pursuant to this section 5.1; (ii) the Holding Company shall not be obligated to effect any registration requested pursuant to this section 5.1 prior to the expiration of 120 days after the consummation of an IPO upon the Holding Company's initial public offering; (iii) the Holding Company shall not be obligated to effect any registration requested pursuant to this section 5.1 unless it shall have been requested to do so by written request of the holder or holders of a majority of the outstanding Warrant Shares and Warrants (such majority determined, for purposes of this Section 5.1, by calculating the number of Warrant Shares for which such Warrants are then exercisable) (the “Initiating Holders”), requesting that the Company effect the registration under the Securities Act of all or part of such Initiating Holders’ Registrable Shares at Securities and specifying the time outstanding; intended method of disposition thereof, the Company will promptly give written notice of such requested registration to all holders of Registrable Securities (iv) who shall have the Holding Company shall not include right to request that their Registrable Securities be included in any registration, qualification or compliance the registration statement requested pursuant to this section 5.1 any other securities Section 5.1) upon written notice to the Company made within 20 days after receipt of the Company’s written notice. Thereupon, the Company will use its best efforts to effect the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register for disposition in accordance with the intended method of disposition stated in the Initiating Holder’s request; all to the extent requisite to permit the disposition (including, without limitation, those in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be issued and sold so registered, provided that the holders of Registrable Securities as a class shall be entitled to not more than one registration upon request pursuant to this Section 5.1. (b) Registrations under this Section 5.1 shall be on such appropriate registration form of the Commission (i) as shall be selected by the Holding Company), if Company and (ii) as a result shall permit the disposition of including such Registrable Securities in accordance with the intended method or methods of disposition specified in the Initiating Holders’ request for such registration. The Company agrees to include in any such registration statement all information which holders of Registrable Securities being registered shall reasonably request. (c) The Company will pay all Registration Expenses in connection with the registrations requested pursuant to this Section 5.1. (d) The Initiating Holders will be entitled to request one registration pursuant to this Section 5.1 for which the Company will pay all registration expenses. A registration requested pursuant to this Section 5.1 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective; provided that a registration which does not become effective after being filed by the Company pursuant to Section 5.1 solely by reason of the refusal to proceed by the Initiating Holders (other securities there than a refusal to proceed based upon the reasonable advice of counsel relating to a matter with respect to the Company) shall be deemed to have been effected by the Company at the request of the Initiating Holders unless the Initiating Holders shall have paid all Registration Expenses in connection with such registration, or (ii) if, after it has become effective, such registration is subject to a stop order, injunction or other order of the Commission or other governmental agency or court suspending the effectiveness of such registration statement for any reduction reason, other than by reason of misstatements or omissions made or not made in the registration statement in reliance upon and in conformity with written information furnished to the Company by a Holder of Registrable Securities specifically for use in the preparation of such registration statement. Except as the effectiveness of such registration statement for any reason, other than by reason of misstatements or omissions made or not made in the registration statement in reliance upon and in conformity with written information furnished to the Company by a Holder of Registrable Securities specifically for use in the preparation of such registration statement. Except as provided in Section 5.1(d)(i) above, whether or not the registration becomes effective and closes the Company will pay all registration expenses in connection with the registration so initiated. (e) If a registration requested pursuant to this Section 5.1 involves an underwritten offering, the underwriter or underwriters thereof shall be selected by the holders of at least a majority (by a number of shares) of the Registrable Securities as to which registration has been requested and shall be reasonably acceptable to the Company. (f) If a requested registration pursuant to this Section 5.1 involves an underwritten offering, and the managing underwriter shall advise the Company (with a copy of any such notice to each holder of Registrable Securities requesting registration) that, in its opinion, the number of Registrable Shares to be included therein or in the estimated price to the public of such Registrable Shares, without the prior written consent of holders of a majority of the Registrable Shares securities requested to be included in such registration (including securities proposed to be sold for the account of the Company) exceeds the number which can be sold in such offering within a price range acceptable to the Initiating Holders, the Company will include in such registration, qualification to the extent of the number which the Company is so advised can be sold in such offering, (i) first, Registrable Securities requested to be included in such registration by the holder or compliance; and holders of Registrable Securities, pro rata among such holders requesting such registration on the basis of the number of such securities requested to be included by such holders, (vii) second, all shares proposed to be included by the Holding Company shall pay in such registration and (iii) third, all Registration Expenses related shares other than Registrable Shares (any such shares with respect to any registration, qualification and compliance effected “Other Securities”) requested to be included in such registration by the holder or holders thereof. (g) The Company may suspend any registration requested pursuant to this section 5.1Section 5.1 one time per registration for a single period of up to 90 days upon notice to the holders of Registrable Securities whose Securities are covered by the registration statement requesting pursuant to this Section 5.1 that, in the good faith determination of the Board of Directors of the Company, the registration and sale at such time of the Registrable Securities requested to be so registered would not be in the best interests of the Company, provided that notwithstanding such suspension, the Company shall continue to diligently process the preparation of the documentation required for such registration. No registration shall be requested pursuant to this Section 5.[during the period from the date of the notice to the Warrant Securityholders pursuant to Section 5.1(a) of the Company’s intention to register securities until the expiration of the lockup period specified in Section 5.4(b),] or, if earlier, [the date of the Company’s notice pursuant to the proviso to the second sentence of Section 5.2(a).].

Registration on Request. (a) In case Commencing at any time or from time to time after September 30, 1999, and subject to the Holding Company shall receive from one or more holders last sentence of any Registrable Shares a this Section 4.1(a), upon the written request or requests of Tapir, requesting that the Holding Company effect any registrationthe registration under the Securities Act of all or part of, qualification and/or compliance of any Registrable but not less than twenty percent (20%) of, Tapir's Shares held by (or issuable to) such holder or holders, and specifying the intended method of offeringdisposition thereof, sale and distribution, thereupon the Holding Company willwill use its reasonable efforts to effect the registration under the Securities Act of: (i) promptly give written notice the Shares which the Company has been so requested to register by Tapir for disposition in accordance with the intended method of the proposed registration, qualification and/or compliance to each holder of any Registrable Sharesdisposition stated in such request; and (ii) all shares of Common Stock which the Company may elect to register in connection with the offering of the Shares pursuant to this Section 4.1, whether for its own account or for the account of a holder of Common Stock, all to the extent requisite to permit the disposition (in accordance with the intended methods thereof as soon as practicableaforesaid) of the Shares and the additional shares of Common Stock, effect such registrationif any, qualification and/or compliance (including, without limitation, the execution of an undertaking for post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with exemptive regulations issued under the Securities Act and any other governmental requirements or regulations) as may to be so requested and as would permit or facilitate registered. Notwithstanding the sale and distribution of such amount of Registrable Shares as is specified in a written foregoing, Tapir shall not be entitled to request or requests, made within 30 days after receipt of such written notice from the Holding Company, by any holder or holders registration of any Registrable SharesShares under this Section 4.1 if during the immediately preceding six months Tapir was given the opportunity to register its Shares under Section 4.2. (b) The obligations Registration under this Section 4.1 shall be on such appropriate registration form of the Holding Company under this section 5.1 to effect any such registration, qualification and/or compliance are subject to the following qualifications: Commission (i) as shall be selected by the Holding Company and (ii) as shall only be obligated permit the disposition of the Shares in accordance with the intended method or methods of disposition specified in their request for such registration. The Company agrees to effect three registrations pursuant to this section 5.1, provided that if, include in any such registration statement all information about the holders of the Shares being registered which such holders shall reasonably request. (c) The Company will pay all Registration Expenses in connection with any registration of Registrable Shares effected pursuant to this section 5.1, the holders of Registrable Shares requesting registration are unable for any reason to include in such registration all of the Registrable Shares for which registration has been requested, then the holder or holders of the Registrable Shares shall be entitled to an additional registration of Registrable Shares pursuant to this section 5.1; (ii) the Holding Company shall not be obligated to effect any one registration requested pursuant to this section 5.1 prior to Section 4.1, provided that, in addition, the expiration of 120 days after the consummation of the Holding Company's initial public offering; (iii) the Holding Company shall not be obligated to effect any registration requested pursuant to this section 5.1 unless it shall have been requested to do so by the holder or holders of a majority of the Registrable Shares at the time outstanding; (iv) the Holding Company shall not include in any registration, qualification or compliance requested pursuant to this section 5.1 any other securities (including, without limitation, those to be issued and sold by the Holding Company), if as a result of including any such other securities there is any reduction in the number of Registrable Shares to be included therein or in the estimated price to the public of such Registrable Shares, without the prior written consent of holders of a majority of the Registrable Shares to be included in such registration, qualification or compliance; and (v) the Holding Company shall pay all Registration Expenses related in connection with any registration upon request pursuant to any which less than 50% of the Shares requested to be registered by Tapir are registered, but no such registration shall be counted as a requested registration for purposes of this Section 4. 1. The Registration Expenses (and underwriting discounts and commissions and transfer taxes, if any, allocable to the Shares requested to be registered by Tapir) in connection with each other registration requested under this Section 4.1 shall be paid for by Tapir requesting such registration, qualification and compliance effected . (d) A registration requested pursuant to this section 5.1Section 4.1 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective; provided that a registration which does not become effective after the Company has filed a registration statement with respect thereto solely by reason of the refusal to proceed by Tapir (other than a refusal to proceed based upon the advice of counsel relating to a matter with respect to the Company) shall be deemed to have been effected by the Company at the request of Tapir, (ii), if, after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason, or (iii) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied. (e) If a requested registration pursuant to this Section 4.1 involves an underwritten offering, the underwriter or underwriters thereof shall be reasonably selected by the Company. (f) If a requested registration pursuant to this Section 4.1 involves an underwritten offering, and the managing underwriter shall advise the Company (with a copy of any such notice to Tapir requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities proposed to be sold for the account of the Company) exceeds the number which can be sold in such offering within a price range acceptable to Tapir, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, (i) first, Shares requested to be included in such registration by Tapir and (ii) second, all shares proposed to be included by the Company in such registration.