HOLDERS BE INCLUDED IN SUCH
PIGGY-BACK REGISTRATION UNLESS ALL OF THE REGISTRABLE SECURITIES REQUESTED TO BE
INCLUDED IN SUCH PIGGY-BACK REGISTRATION BY THE NEW HOLDERS ARE INCLUDED IN SUCH
PIGGY-BACK REGISTRATION.
(D)
THE COMPANY WILL NOT HEREAFTER ENTER INTO
ANY AGREEMENT, WHICH IS INCONSISTENT WITH THE RIGHTS OF PRIORITY PROVIDED IN
PARAGRAPH (C) ABOVE.
5.
TERMINATION OF REGISTRATION RIGHTS.
(A)
THE REGISTRATION RIGHTS SET FORTH IN SECTIONS 1, 2 AND 3 ABOVE SHALL
TERMINATE AT SUCH TIME AS THERE CEASE TO BE ANY REGISTRABLE SECURITIES.
(b)
By execution hereof, the Company and the
Existing Stockholders hereby terminate all registration rights granted pursuant
to (i) the Securities Purchase and Registration Rights Agreement, dated April 7,
1998, by and between ATC Communications Group, Inc. and Thayer Equity and (ii)
the Series F Senior Voting Convertible Preferred Stock Purchase and Registration
Rights Agreement, dated August 25, 1999, by and among the Company and the
Existing Stockholders.
6.
BLACKOUT PERIODS.
THE COMPANY SHALL
HAVE THE RIGHT TO DELAY OR DEFER THE FILING OR EFFECTIVENESS OF A REGISTRATION
STATEMENT REQUIRED PURSUANT TO SECTIONS 3 AND 4 HEREOF OR SUSPEND SALES UNDER
ANY SHELF REGISTRATION STATEMENT FILED HEREUNDER DURING NO MORE THAN THREE (3)
PERIODS AGGREGATING TO NOT MORE THAN 60 DAYS IN ANY TWELVE-MONTH PERIOD (A
"BLACKOUT PERIOD") IN THE EVENT THAT (I) THE COMPANY WOULD, IN ACCORDANCE WITH
THE ADVICE OF ITS COUNSEL, BE REQUIRED TO DISCLOSE IN THE PROSPECTUS INFORMATION
NOT OTHERWISE THEN REQUIRED BY LAW TO BE PUBLICLY DISCLOSED AND (II) IN THE
REASONABLE JUDGMENT OF THE COMPANY'S BOARD OF DIRECTORS, THERE IS A REASONABLE
LIKELIHOOD THAT SUCH DISCLOSURE, OR ANY OTHER ACTION TO BE TAKEN IN CONNECTION
WITH THE PROSPECTUS, WOULD MATERIALLY AND ADVERSELY AFFECT OR INTERFERE WITH ANY
FINANCING, ACQUISITION, MERGER, DISPOSITION OF ASSETS (NOT IN THE ORDINARY
COURSE OF BUSINESS), CORPORATE REORGANIZATION OR OTHER SIMILAR TRANSACTION
INVOLVING THE COMPANY; PROVIDED, HOWEVER, THAT THE COMPANY SHALL DELAY DURING
SUCH BLACKOUT PERIOD THE FILING OR EFFECTIVENESS OF, OR SUSPEND SALES UNDER, ANY
REGISTRATION STATEMENT REQUIRED PURSUANT TO THE REGISTRATION RIGHTS OF THE
HOLDERS OF ANY OTHER SECURITIES OF THE COMPANY.
THE COMPANY SHALL PROMPTLY GIVE
THE HOLDERS WRITTEN NOTICE OF SUCH DETERMINATION CONTAINING A GENERAL STATEMENT
OF THE REASONS FOR SUCH POSTPONEMENT AND AN APPROXIMATION OF THE ANTICIPATED
DELAY.
7.
REGISTRATION PROCEDURES.
EXCEPT AS
OTHERWISE PROVIDED HEREIN, IF THE COMPANY IS REQUIRED BY THE PROVISIONS OF
SECTION 2, 3 OR 4 TO USE ITS REASONABLE BEST EFFORTS TO EFFECT THE REGISTRATION
OF ANY OF ITS SECURITIES UNDER THE SECURITIES ACT, THE COMPANY WILL, AS
EXPEDITIOUSLY AS PRACTICAL:
7
(A)
PREPARE AND FILE WITH THE SEC A
REGISTRATION STATEMENT WITH RESPECT TO SUCH SECURITIES AND USE ITS REASONABLE
BEST EFFORTS TO CAUSE SUCH REGISTRATION STATEMENT PROMPTLY TO BECOME AND REMAIN
EFFECTIVE FOR A PERIOD OF TIME REQUIRED FOR THE DISPOSITION OF SUCH SECURITIES
BY THE HOLDERS THEREOF BUT NOT TO EXCEED 30 DAYS (EXCEPT WITH RESPECT TO A SHELF
REGISTRATION STATEMENT WHICH SHALL REMAIN EFFECTIVE DURING THE EFFECTIVE
PERIOD); PROVIDED, HOWEVER,