Common use of Requests by Holders Clause in Contracts

Requests by Holders. Upon the receipt by the Company of written notice from Holders holding in excess of 50%of the aggregate Holders Shares of their intent to sell all or part of their Holders Shares in an Offering subject to this Section 5 at least 60 days before such proposed date of sale, and specifying both the number of Holders Shares to be sold and the intended method of disposition, the Company will use its best efforts to register such Holders Shares so as to permit, as soon as practicable, the requested sale of Holders Shares. Within 15 days of receipt of notice of a proposed sale by Holders, the Company will advise Holders either that it has no objection to such a registered sale or that such a registered sale should be delayed for up to three months on the basis that the Company is involved in a confidential proposed transaction or negotiations (which have been previously disclosed to the Company's Board of Directors) which would not permit the Company to make or amend any public filings under the securities laws at that time. If the Company has not objected to such proposed registered sale as permitted in this Section 5(a) within such 15 day period, the Company shall take all actions necessary to permit such sale on the proposed date of sale pursuant to such Registration Statement. If, at any time after giving 60 days written notice under this Section 5(a), Holders holding in excess of 50% of the aggregate Holders Shares shall notify the Company in writing that they have determined for any reason not to proceed with the proposed Offering, then the Company shall terminate such Offering, but Holders so choosing not to proceed shall be jointly and severally responsible for any expenses incurred by the Company from the date that notice is received by the Company of Holders request for Demand Registration (as defined below) until the date that notice of Holder's determination not to proceed with the proposed Offering is received. Such an aborted request to register shares shall not constitute a Demand Registration.

Requests by Holders. Upon the receipt by the Company of written ------------------- notice from Holders holding in excess of 50%of 50% of the aggregate Holders Shares of their intent to sell all or part of their Holders Shares in an Offering subject to this Section 5 at least 60 days before such proposed date of sale, and specifying both the number of Holders Shares to be sold and the intended method of disposition, the Company will use its best efforts to register such Holders Shares so as to permit, as soon as practicable, the requested sale of Holders Shares. Within 15 days of receipt of notice of a proposed sale by Holders, the Company will advise Holders either that it has no objection to such a registered sale or that such a registered sale should be delayed for up to three months on the basis that the Company is involved in a confidential proposed transaction or negotiations (which have been previously disclosed to the Company's Board of Directors) which would not permit the Company to make or amend any public filings under the securities laws at that time. If the Company has not objected to such proposed registered sale as permitted in this Section 5(a) within such 15 day period, the Company shall take all actions necessary to permit such sale on the proposed date of sale pursuant to such Registration Statement. If, at any time after giving 60 days written notice under this Section 5(a), Holders holding in excess of 50% of the aggregate Holders Shares shall notify the Company in writing that they have determined for any reason not to proceed with the proposed Offering, then the Company shall terminate such Offering, but Holders so choosing not to proceed shall be jointly and severally responsible for any expenses incurred by the Company from the date that notice is received by the Company of Holders request for Demand Registration (as defined below) until the date that notice of Holder's determination not Company has taken all actions necessary to proceed with the proposed Offering is receivedterminate and withdraw such Offering. Such such an aborted request to register shares shall not constitute a Demand Registration.