Common use of Registration on Request Clause in Contracts

Registration on Request. (i) The Company agrees that, at any time, and from time to time, but at least 180 days after the earlier to occur of (i) an IPO and (ii) a Trading Event, Holders of a majority of the Registrable Securities may make a written request that the Company effect the registration under the Securities Act of outstanding Registrable Securities; provided that such requested registration would cover at least 51% of the Registrable Securities owned by all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one such demand registration. (ii) The Company further agrees that if, at any time, and from time to time, after the Company has qualified for the use of Form S-3 or any successor form, one or more of the Holders desire to effect the registration under the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holder(s) may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided further, that the Company shall not be required to effect more than one Short Form Registration in any 12-month period. (iii) Each request made by one or more of the Holders pursuant to subsections (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the Company shall promptly notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use best efforts to file, within 60 days of such request, the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register in the request by the Initiating Holders (and in all notices received by the Company from such other Holders within 30 days after the giving of such notice by the Company), to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be registered. If such method of disposition shall be an underwritten public offering, the Holders of a majority of the shares of Registrable Securities to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Holders will be permitted to withdraw Registrable Securities from a registration at any time prior to the effective date of such registration; provided the remaining number of shares of Registrable Securities subject to a requested registration is not less than the minimum amount required pursuant to this Section 5.3.

Registration on Request. (i) The Company agrees that, at any time, and from time to time, but at least 180 days after the earlier to occur of (i) an IPO and (ii) a Trading Event, Holders of a majority of the Registrable Securities may make a written request that the Company effect the registration under the Securities Act of outstanding Registrable Securities; provided that such requested registration would cover at least 51% of the Registrable Securities owned by all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one such demand registration. (ii) The Company further agrees that if, at any time, and from time to time, after the Company has qualified for the use of Form S-3 or any successor form, one or more of the Holders desire to effect the registration under the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holder(s) may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided further, that the Company shall not be required to effect more than one Short Form Registration in any 12-month period. (iii) Each request made by one or more of the Holders pursuant to subsections subsection (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the Company shall promptly notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use best efforts to file, within 60 days of such request, the a registration statement under the Securities Act of with respect to the Registrable Securities which that the Company has been so requested to register in the request by the Initiating Holders (and in all notices received by the Company from such other Holders within 30 days after the giving of such notice by the Company), to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be registered. If such method of disposition shall be an underwritten public offering, the Holders of a majority of the shares of Registrable Securities to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Holders will be permitted to withdraw Registrable Securities from a registration at any time prior to the effective date of such registration; provided the remaining number of shares of Registrable Securities subject to a requested registration is not less than the minimum amount required pursuant to this Section 5.3.

Registration on Request. (ia) The Company agrees thatSubject to Section 5.1 (g), at any time, and time or from time to time, but at least 180 days after upon the earlier to occur written request of (i) an IPO and (ii) a Trading Event, Holders the holder or holders of a majority of the Registrable Securities may make a written request 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 outstanding Registrable Securities; provided that all or part of such requested registration would cover at least 51% of the Initiating Holders' Registrable Securities owned by all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one such demand registration. (ii) The Company further agrees that if, at any time, and from time to time, after the Company has qualified for the use of Form S-3 or any successor form, one or more of the Holders desire to effect the registration under the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holder(s) may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided further, that the Company shall not be required to effect more than one Short Form Registration in any 12-month period. (iii) Each request made by one or more of the Holders pursuant to subsections (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify specifying the intended method of disposition thereof. Following receipt of any such request, the Company will promptly give written notice of such requested registration to all holders of Registrable Securities (who shall promptly notify all Holders other than have the Initiating Holders of right to request that their Registrable Securities be included in the registration statement requested pursuant to this Section 5.1 upon written notice to the Company made within 20 days after receipt of such request and the Company's written notice. Thereupon, the Company shall will use its best efforts to file, within 60 days of such request, 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 request by the Initiating Holders (and in Holder's request; all notices received by the Company from such other Holders within 30 days after the giving of such notice by the Company), to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid), of the Registrable Securities and the additional shares of Common Stock, if any, to be so registered, provided that the holders of Registrable Securities as a class shall be entitled to not more than two registrations 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 Company and (ii) as shall permit the disposition of such Registrable Securities in accordance with the intended method or methods of disposition specified in the Initiating Holders' their 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 two registrations 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 and closes; 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 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 the Initiating Holders unless the Initiating Holders shall have elected to pay all Registration Expenses in connection with such registration, (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 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, or (iii) the conditions to closing specified in the purchase agreement or underwriting agreement entered into in connection with such registration are not satisfied, other than by reason of some act or omission by any Holder of Registrable Securities participating in the offering. 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 any 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 be registered. If such method of disposition 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 public offering, and the Holders managing underwriter shall advise the Company (with a copy of a majority of the shares any such notice to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration (including securities proposed be sold for the account of the Company) exceeds the number which can be sold in such offering may designate within a price range acceptable to the managing underwriter Initiating Holders, 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, subject (i) first, Registrable Securities requested to be included in such registration by the holder or 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, (ii) second, all shares proposed to be included by the Company in such registration and (iii) third, all shares other than Registrable Shares (any such shares with respect to any registration, "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 5.1 one time per registration for a single period of up to 90 days upon notice to the approval 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, which approval shall the registration and sale at such time of the Registrable Securities requested to be so registered would not be unreasonably withheld or delayed. The Holders will be permitted in the best interests of the Company, provided that notwithstanding such suspension, the Company shall continue to withdraw Registrable Securities from a registration at any time prior to diligently process the effective date preparation of the documentation required for such registration; provided the remaining number of shares of Registrable Securities subject to a . No registration shall be requested registration is not less than the minimum amount required pursuant to this Section 5.35.1 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. (i1) The Company agrees that, at any time, and from time to time, but at least 180 days after the earlier to occur of (i) the date an IPO is declared effective by the SEC and (ii) a Trading Event, Holders of a majority of the Registrable Securities may make a written request that the Company effect the registration under the Securities Act of outstanding Registrable Securities; provided that such requested registration would cover at least 5130% of the Registrable Securities owned by all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one two such demand registrationregistrations. (ii2) The Company further agrees that if, at any time, and from time to time, after the Company has qualified for the use of Form S-3 or any successor form, one or more of the Holders desire to effect the registration under the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holder(s) may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided further, that the Company shall not be required to effect more than one Short Form Registration in any 12-month period. (iii3) Each request made by one or more of the Holders pursuant to subsections (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the Company shall promptly notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use best efforts to file, within 60 days of such request, the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register in the request by the Initiating Holders (and in all notices received by the Company from such other Holders within 30 days after the giving of such notice by the Company), to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be registered. If such method of disposition shall be an underwritten public offering, the Holders of a majority of the shares of Registrable Securities to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Holders will be permitted to withdraw Registrable Securities from a registration at any time prior to the effective date of such registration; provided the remaining number of shares of Registrable Securities subject to a requested registration is not less than the minimum amount required pursuant to this Section 5.36(c).

Registration on Request. (ia) The Company agrees thatAt any time after the date ----------------------- hereof, at any time, and from time to time, but upon the written request of the Evercore Stockholders holding at least 180 days after the earlier to occur 7.5% of (i) an IPO and (ii) a Trading EventEvercore's Interest then outstanding or ▇▇▇ ▇. ▇▇▇▇▇▇, Holders of a majority on behalf of the Registrable Securities Management Stockholders, as the case may make be (each, a written request "Demand Party"), requesting ------------ that the Company effect the registration under the Securities Act of outstanding at least 10% of the Demand Party's Registrable Securities; provided that Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration would cover at least 51% of the Registrable Securities owned by to all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one such demand registration. (ii) The Company further agrees that if, at any timeother Holders, and from time to timethereupon will, after the Company has qualified for the as expeditiously as possible, use of Form S-3 or any successor form, one or more of the Holders desire its reasonable best efforts to effect the registration under the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holder(s) may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided further, that the Company shall not be required to effect more than one Short Form Registration in any 12-month period.of: (iii) Each request made by one or more of the Holders pursuant to subsections (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the Company shall promptly notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use best efforts to file, within 60 days of such request, the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register in by the Demand Party; and (ii) all other Registrable Securities of the same class(es) or series as are to be registered at the request by the Initiating Holders (of a Demand Party and in all notices received by which the Company from such has been requested to register by any other Holders Holder thereof by written request given to the Company within 30 15 days after the giving of such written notice by the CompanyCompany (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended methods method thereof as aforesaid) of the Registrable Securities so to be registered. If such method of disposition shall be an underwritten public offering; provided, that the Evercore Stockholders may not request -------- more than three registrations pursuant to this Section 3.1 and the Management Stockholders may not request more than three registrations pursuant to this Section 3.1; and provided, further, that, the Holders of a majority of the shares of Registrable Securities to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval Company -------- ------- shall not be unreasonably withheld or delayed. The Holders will be permitted obligated to withdraw Registrable Securities from file a registration at statement relating to any time prior to registration request under this Section 3.1 within a period of 180 days after the effective date of such registration; provided any other registration statement relating to any registration of the remaining number of shares of Registrable Securities subject to a requested registration is not less than the minimum amount required pursuant to this Section 5.3Company's securities.

Registration on Request. (i) The Company agrees thatSubject to Section 3.08, at any time, and from time if one or more Requesting Holders desire to time, but at least 180 days after the earlier to occur of (i) an IPO and (ii) a Trading Event, Holders of a majority of the Registrable Securities may make a written request that the Company effect the registration under the Securities Act of outstanding Registrable Securities; provided that such requested registration would cover at least 51% of the Registrable Securities owned by all the Holders at such time; and provided, further, that the Holders shall be entitled Common Shares pursuant to no more than one such demand registration. (ii) The Company further agrees that if, at any time, and from time to time, after the Company has qualified for the use of Form S-3 or any successor form, one or more of the Holders desire to effect the registration under the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securitiesa Public Offering, such Holder(s) Requesting Holders may make a written request that the Company Issuer effect a Short-Form Registrationsuch registration; provided that that, no Requesting Holder shall make any such written request (1) during the aggregate price pendency of, and for a period of 90 days after the effective date of, any Public Offering of securities for the account of the Issuer, (2) for a period of six months after the effective date of any Public Offering of Common Shares for the account of any Person other than the Issuer pursuant to the public exercise of a demand registration right covering Common Shares acquired upon conversion or exercise of Series H Shares or Warrants, (3) prior to February 1, 2001 and (4) following the first anniversary of the shares as to which date hereof. Each such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided further, that the Company shall not be required to effect more than one Short Form Registration in any 12-month period. (iii) Each request made by one or more of the Holders pursuant to subsections (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities Common Shares proposed to be sold and will also specify the intended method of disposition thereof. Following receipt The Issuer will promptly give written notice of any such request, the Company shall promptly notify requested registration to all Holders other than the Initiating Holders of receipt Registrable Common Shares and all Piggyback Holders of such request Registrable Common Shares, and the Company shall thereupon will use its best efforts to fileeffect, within 60 days of such requestas promptly as practicable, the registration under the Securities Act of of: (i) the Registrable Securities Common Shares which the Company Issuer has been so requested to register in by such Requesting Holders pursuant to this Section 3.02; and (ii) the request Registrable Common Shares which the Issuer has been requested to register by the Initiating all Holders (other than such Requesting Holders) and in all notices received Piggyback Holders by written request given to the Company from such other Holders Issuer within 30 15 days after the giving of such written notice by the Company), Issuer; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities Common Shares so to be registered. If such method of disposition shall be an underwritten public offering, the Holders of a majority of the shares of Registrable Securities to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Holders will be permitted to withdraw Registrable Securities from a registration at any time prior to the effective date of such registration; provided the remaining number of shares of Registrable Securities subject to a requested registration is not less than the minimum amount required pursuant to this Section 5.3.that:

Registration on Request. (i) The Company agrees thatthat if, at any time, and from time to time, but at least 180 days after the earlier to occur of (i) the effective date of an IPO initial offering of Coronado’s equity securities pursuant to an effective registration statement and (ii) a Trading Event, Holders of a majority of the Registrable Securities may make a written request that the Company effect the registration under the Securities Act of outstanding Registrable Securities; provided that such requested registration would cover at least 51% of the Registrable Securities owned by all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one such demand registration. (ii) The Company further agrees that if, at any time, and from time to time, after the Company has qualified for the use of Form S-3 or any successor form, and ending on the date that is five years from the final Closing, one or more of the Holders desire to effect the registration under the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holder(s) may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided further, that the Company shall not be required to effect more than one Short Form Registration in any 12-12 month period. (iii) Each request made by one or more of the Holders pursuant to subsections (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the Company shall promptly notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use best efforts to file, within 60 days of such request, the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register in the request by the Initiating Holders (and in all notices received by the Company from such other Holders within 30 days after the giving of such notice by the Company), to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be registered. If such method of disposition shall be an underwritten public offering, the Holders of a majority of the shares of Registrable Securities to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Holders will be permitted to withdraw Registrable Securities from a registration at any time prior to the effective date of such registration; provided the remaining number of shares of Registrable Securities subject to a requested registration is not less than the minimum amount required pursuant to this Section 5.3.

Registration on Request. (i) The Company agrees that, at any time, and from time to time, but at least 180 30 days after the earlier to occur of (iA) an IPO and (iiB) a Trading Event, Holders of a majority of the Registrable Securities may make a written request that the Company effect the registration under the Securities Act of outstanding Registrable Securities; provided that such requested registration would cover at least 51% of the Registrable Securities owned by all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one such demand registration; and provided, further, that the Company agrees to register the Registrable Securities within 60 days of the request, and that the registration is declared effective by the SEC within 120 after the request. (ii) The Company further agrees that if, at any time, and from time to time, after the Company has qualified for the use of Form S-3 or any successor form, one or more of the Holders desire to effect the registration under the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holder(s) may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided furtherprovided, that the Company shall not be required to effect more than one Short Form Registration in any 12-month period. (iii) Each request made by one or more of the Holders pursuant to subsections subsection (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the Company shall promptly notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use its best efforts to file, within 60 days of such request, the a registration statement under the Securities Act of with respect to the Registrable Securities which that the Company has been so requested to register in the request by the Initiating Holders (and in all notices received by the Company from such other Holders within 30 days after the giving of such notice by the Company), to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be registered. If such method of disposition shall be an underwritten public offering, the Holders of a majority of the shares of Registrable Securities to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Holders will be permitted to withdraw Registrable Securities from a registration at any time prior to the effective date of such registration; provided the remaining number of shares of Registrable Securities subject to a requested registration is not less than the minimum amount required pursuant to this Section 5.3.

Registration on Request. (ia) The Company agrees that, at At any time, and from time to time, but at least 180 days after the earlier to occur of (i) an IPO and (ii) a Trading Event----------------------- date hereof, Holders of a majority upon the written request of the Registrable Securities may Investor Stockholder (and any other Holder; provided that no Transferee of any Investor Stockholder or its -------- Affiliates or of any Transferee shall be permitted to request a registration pursuant to this Section 4.2 unless the right to make such a written request was transferred to such Transferee pursuant to Section 3.1(b)(ii)) (the "Demand ------ Party") requesting that the Company effect the registration under the Securities ----- Act of outstanding all or part of such Demand Party's Registrable Securities; provided that Securities and specifying the amount and intended method of disposition thereof, the Company will promptly give written notice of such requested registration would cover at least 51% of the Registrable Securities owned by to all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one such demand registration. (ii) The Company further agrees that if, at any timeother Holders, and from time to timethereupon will, after the Company has qualified for the as expeditiously as possible, use of Form S-3 or any successor form, one or more of the Holders desire its commercially reasonable best efforts to effect the registration under the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holder(s) may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided further, that the Company shall not be required to effect more than one Short Form Registration in any 12-month period.of: (iii) Each request made by one or more of the Holders pursuant to subsections (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the Company shall promptly notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use best efforts to file, within 60 days of such request, the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register in by the Demand Party; and (ii) all other Registrable Securities of the same class(es) or series as are to be registered at the request by the Initiating Holders (of a Demand Party and in all notices received by which the Company from such has been requested to register by any other Holders Holder thereof by written request given to the Company within 30 15 days after the giving of such written notice by the CompanyCompany (which request shall specify the amount and intended method of disposition of such Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended methods method thereof as aforesaid) of the Registrable Securities so to be registered. If such method of disposition ; provided, that in no event shall the Company be required to -------- effect more than three registrations pursuant to this Section 4.2 (which number shall be an underwritten public offeringincreased to four in the event a Qualified Option Closing occurs); and provided, further, that, the Holders of a majority of the shares of Registrable Securities to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval Company shall not be unreasonably withheld or delayed. The Holders will be permitted obligated to withdraw Registrable Securities from -------- ------- file a registration at statement relating to any time prior to registration request under this Section 4.2 (other than a registration statement on Form S-3 or any successor or similar short-form registration statement) within a period of 90 days after the effective date of such registration; provided the remaining number of shares of Registrable Securities subject any other registration statement relating to a requested any registration is not less than the minimum amount required pursuant to request under this Section 5.34.2 or to any registration effected under Section 4.1, in either case which was not effected on Form S-3 (or any successor or similar short-form registration statement). Nothing in this Section 4.2 shall operate to limit the right of any Holder to request the registration of Common Stock issuable upon conversion of the Preferred Stock or the conversion, exchange or exercise of any other securities held by such Holder notwithstanding the fact that at the time of request such Holder does not hold the Common Stock underlying such securities.

Registration on Request. (i) The Company agrees that, at any time, and from time to time, but at least 180 days after the earlier to occur of (i) an IPO and (ii) a Trading Event, Holders of a majority of the Registrable Securities may make a written request that the Company effect the registration under the Securities Act of outstanding Registrable Securities; provided that such requested registration would cover at least 51% of the Registrable Securities owned by all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one such demand registration. (ii) The Company further agrees that if, at any time, and from time to time, after the Company has qualified for the use of Form S-3 or any successor form, one or more of the Holders desire to effect the registration under the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holder(s) may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided further, that the Company shall not be required to effect more than one Short Form Registration in any 12-month period. (iii) Each request made by one or more of the Holders pursuant to subsections subsection (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the Company shall promptly notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use its reasonable best efforts to file, within 60 days of such request, the a registration statement under the Securities Act of with respect to the Registrable Securities which that the Company has been so requested to register in the request by the Initiating Holders (and in all notices received by the Company from such other Holders within 30 days after the giving of such notice by the Company), to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be registered. If such method of disposition shall be an underwritten public offering, the Holders of a majority of the shares of Registrable Securities to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Holders will be permitted to withdraw Registrable Securities from a registration at any time prior to the effective date of such registration; provided the remaining number of shares of Registrable Securities subject to a requested registration is not less than the minimum amount required pursuant to this Section 5.3.

Registration on Request. (i) The Company agrees thatthat if, at any time, and from time to time, but at least 180 days after the earlier to occur of (i) an IPO and (ii) a Trading Event, Holders of a majority and ending on the date that is five years from the final Closing, one or more of the Registrable Securities may make a written request that the Company Holders desire to effect the registration under the Securities Act of outstanding Registrable Securities, such Holders may make a written request that the Company effect such registration; provided that such requested registration would cover covers at least 51% of the Registrable Securities owned by all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one such demand registration. (ii) The Company further agrees that if, at any time, and from time to time, after the Company has qualified for the use of Form S-3 or any successor form, and ending on the date that is five years from the final Closing, one or more of the Holders desire to effect the registration under the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holder(s) Holders may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided furtherthat, that the Company shall not be required to effect more than one Short Form Registration in any 12-12 month period. (iii) Each request made by one or more of the Holders pursuant to subsections (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the Company shall promptly immediately notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use best efforts to file, within 60 days of such request, the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register in the request by the Initiating Holders (and in all notices received by the Company from such other Holders within 30 days after the giving of such notice by the Company), to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be registered. If such method of disposition shall be an underwritten public offering, the Holders of a majority of the shares of Registrable Securities to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Holders will be permitted to withdraw Registrable Securities from a registration at any time prior to the effective date of such registration; provided the remaining number of shares of Registrable Securities subject to a requested registration is not less than the minimum amount required pursuant to this Section 5.3.

Registration on Request. (i) The Company agrees that, at any time, and from time to time, but at least 180 days after the earlier to occur of (i) an IPO and (ii) a Trading Event, Holders of a majority of the Registrable Securities may make a written request that the Company effect the registration under the Securities Act of outstanding Registrable Securities; provided that such requested registration would cover at least 51% of the Registrable Securities owned by all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one such demand registration. (ii) The Company further agrees that if, at any time, and from time to time, after the Company has qualified for the use of Form S-3 or any successor form, one or more of the Holders desire to effect the registration under the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holder(s) may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided further, that the Company shall not be required to effect more than one Short Form Registration in any 12-month period. (iii) Each request made by one or more of the Holders pursuant to subsections subsection (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the Company shall promptly notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use its best efforts to file, within 60 days of such request, the a registration statement under the Securities Act of with respect to the Registrable Securities which that the Company has been so requested to register in the request by the Initiating Holders (and in all notices received by the Company from such other Holders within 30 days after the giving of such notice by the Company), to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be registered. If such method of disposition shall be an underwritten public offering, the Holders of a majority of the shares of Registrable Securities to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Holders will be permitted to withdraw Registrable Securities from a registration at any time prior to the effective date of such registration; provided the remaining number of shares of Registrable Securities subject to a requested registration is not less than the minimum amount required pursuant to this Section 5.3.

Registration on Request. (i) The Company agrees thatthat if, at any time, and from time to time, but at least 180 days after the earlier to occur of (i) an IPO and (ii) a Trading Event, Holders of a majority and ending on the date that is five years from the final Closing, one or more of the Registrable Securities may make a written request that the Company Holders desire to effect the registration under the Securities Act of outstanding Registrable Securities, such Holders may make a written request that the Company effect such registration; provided that such requested registration would cover at least 51% of the Registrable Securities owned by all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one such demand registration. (ii) The Company further agrees that if, at any time, and from time to time, after the Company has qualified for the use of Form S-3 or any successor form, and ending on the date that is five years from the final Closing, one or more of the Holders desire to effect the registration under the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holder(s) Holders may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided furtherthat, that the Company shall not be required to effect more than one Short Form Registration in any 12-12 month period. (iii) Each request made by one or more of the Holders pursuant to subsections (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the Company shall promptly notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use best efforts to file, within 60 days of such request, the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register in the request by the Initiating Holders (and in all notices received by the Company from such other Holders within 30 days after the giving of such notice by the Company), to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be registered. If such method of disposition shall be an underwritten public offering, the Holders of a majority of the shares of Registrable Securities to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Holders will be permitted to withdraw Registrable Securities from a registration at any time prior to the effective date of such registration; provided the remaining number of shares of Registrable Securities subject to a requested registration is not less than the minimum amount required pursuant to this Section 5.3.

Registration on Request. (i) The Company agrees that, at any time, and from time to time, but at least 180 days after the earlier to occur of (i) an IPO and (ii) a Trading Event, Holders of a majority of the Registrable Securities may make a written request that the Company effect the registration under the Securities Act of outstanding Registrable Securities; provided that such requested registration would cover at least 51% of the Registrable Securities owned by all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one such demand registration. (ii) The Company further agrees that if, at any time, and from time to time, after the Company has qualified for the use of Form S-3 or any successor form, one or more of the Holders desire to effect the registration under the Securities Act on Form S-3 or any successor form (“"Short-Form Registration”") of outstanding Registrable Securities, such Holder(s) may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided further, that the Company shall not be required to effect more than one Short Form Registration in any 12-month period. (iii) Each request made by one or more of the Holders pursuant to subsections subsection (i) or (ii) above (the “"Initiating Holders”") will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the Company shall promptly notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use best efforts to file, within 60 days of such request, the a registration statement under the Securities Act of with respect to the Registrable Securities which that the Company has been so requested to register in the request by the Initiating Holders (and in all notices received by the Company from such other Holders within 30 days after the giving of such notice by the Company), to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be registered. If such method of disposition shall be an underwritten public offering, the Holders of a majority of the shares of Registrable Securities to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Holders will be permitted to withdraw Registrable Securities from a registration at any time prior to the effective date of such registration; provided the remaining number of shares of Registrable Securities subject to a requested registration is not less than the minimum amount required pursuant to this Section 5.3.

Registration on Request. Any one or more of the following (such Persons being the "Initiating Investor Holders"). (i) The Company agrees that, at any time, and from time to time, but one or more holders of Voting Units representing at least 180 days after fifty percent (50%) of the earlier to occur total amount of (i) an IPO and Voting Units then outstanding, or (ii) a Trading Event, Holders of a majority after the second anniversary of the Registrable Securities may make a written closing of an initial Public Offering of the Company, if Fenway has not exercised its right in clause (iii) below, Fenway, or (iii) after December 31, 2001, if the Company has not previously closed an initial Public Offering, Fenway, may, by notice to the Company specifying the intended method or methods of disposition, request that the Company effect the registration under the Securities Act of outstanding 1933, as amended (the "Securities Act"), for a Public Offering of all or a specified part of the Units held by such Initiating Investor Holders (the "Registrable Investor Securities; provided that "). Promptly after receipt of such notice, the Company will give notice of such requested registration would cover at least 51% to all other holders of Units (other than, in the case of the initial Public Offering, of the Company, the Class D Units) (such Units, collectively with the Registrable Securities owned by all Investor Securities, the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one such demand registration. (ii) "Registrable Securities"). The Company further agrees that if, at any time, and from time to time, after the Company has qualified for the will then use of Form S-3 or any successor form, one or more of the Holders desire its commercially reasonable efforts to effect the registration under the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holder(s) may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided further, that the Company shall not be required to effect more than one Short Form Registration in any 12-month period. (iii) Each request made by one or more of the Holders pursuant to subsections (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the Company shall promptly notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use best efforts to file, within 60 days of such request, the registration under the Securities Act of the Registrable Investor Securities which the Company has been so requested to register in by such Initiating Investor Holders together with all other Registrable Securities which the request issuer has been requested to register pursuant to Section 1.1.2 by the Initiating Holders (and in all notices received other holders of Registrable Securities by notice delivered to the Company from such other Holders within 30 twenty (20) days after the giving of such notice by the CompanyCompany (which request shall specify the intended method of disposition of such Registrable Securities), all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities which the Company has been so requested to register; provided, however, that the Company shall not be registered. obligated to take any action to effect any such registration pursuant to this Section 1.1.1: (a) If such method of disposition shall be an underwritten public offering, the Holders of a majority of the shares Company has previously effected four (4) registrations of Registrable Securities under this Section 1.1.1; provided, however, that no registrations of Registrable Securities which either (i) shall not have become and remained effective in accordance with the provisions of this Section 1, or (ii) shall not have enabled the Initiating Investor Holders and the holders of Registrable Securities joining therein to be sold include in such offering may designate the managing underwriter of such offering, subject to the approval registration at least 90% of the Company, which approval shall not be unreasonably withheld or delayed. The Holders will be permitted to withdraw Registrable Securities from a registration at any time prior which they desired to include, shall be included in the calculation of the numbers of registrations contemplated by this clause (a); (b) Within 180 days immediately following the effective date of such registration; provided any registration statement pertaining to an underwritten public offering of securities of the remaining number of shares of Registrable Securities subject to Company for its own account (other than a requested registration is not less than the minimum amount required on Form S-4 pursuant to this Section 5.3.Rule 145 of the Securities Act (a "Rule 145 Transaction"), or a registration relating solely to employee benefit plans);

Registration on Request. (i) The Company agrees that, at any time, and from time to time, but at least 180 days after the earlier to occur of (i) the date an IPO is declared effective by the SEC and (ii) a Trading Event, Holders of a majority of the Registrable Securities may make a written request that the Company effect the registration under the Securities Act of outstanding Registrable Securities; provided that such requested registration would cover at least 51% of the Registrable Securities owned by all the Holders at such time; and provided, further, that the Holders shall be entitled to no more than one such demand registration. (ii) The Company further agrees that if, at any time, and from time to time, after the Company has qualified for the use of Form S-3 or any successor form, one or more of the Holders desire to effect the registration under the Securities Act on Form S-3 or any successor form (“Short-Form Registration”) of outstanding Registrable Securities, such Holder(s) may make a written request that the Company effect a Short-Form Registration; provided that the aggregate price to the public of the shares as to which such registration is requested (based on the then current market price and before deducting underwriting discounts and commissions) would equal or exceed $5,000,000. It is understood and agreed that the Holders may make good faith requests for Short-Form Registrations on an unlimited number of occasions; provided further, that the Company shall not be required to effect more than one Short Form Registration in any 12-month period. (iii) Each request made by one or more of the Holders pursuant to subsections (i) or (ii) above (the “Initiating Holders”) will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof. Following receipt of any such request, the Company shall promptly notify all Holders other than the Initiating Holders of receipt of such request and the Company shall use best efforts to file, within 60 days of such request, the registration under the Securities Act of the Registrable Securities which the Company has been so requested to register in the request by the Initiating Holders (and in all notices received by the Company from such other Holders within 30 days after the giving of such notice by the Company), to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be registered. If such method of disposition shall be an underwritten public offering, the Holders of a majority of the shares of Registrable Securities to be sold in such offering may designate the managing underwriter of such offering, subject to the approval of the Company, which approval shall not be unreasonably withheld or delayed. The Holders will be permitted to withdraw Registrable Securities from a registration at any time prior to the effective date of such registration; provided the remaining number of shares of Registrable Securities subject to a requested registration is not less than the minimum amount required pursuant to this Section 5.35.4.