transferred to a Holder which
transfer is, at the time of such transfer, permitted by the Spinco Agreement.
"Total Registrable Amount" means the Original Amount on the date hereof plus the
number of Other Shares acquired after the date hereof, in each case
appropriately adjusted, but only with respect to the number of Registrable
Shares on the date of such event, to give effect to any of the events described
in Section 6.01.
6
"Trading Day" means a day on which shares of the Common Stock are traded on the
principal United States securities exchange on which such shares are listed.
ARTICLE II
REGISTRATION RIGHTS
SECTION 2.01.
REGISTRATION UPON DEMAND.
AT ANY TIME AFTER THE DATE
HEREOF AND FOR SO LONG AS THERE ARE ANY REGISTRABLE SHARES, UPON THE WRITTEN
REQUEST OF THE LEAD HOLDER ACTING ON BEHALF OF HOLDERS HOLDING AN AMOUNT OF
REGISTRABLE SHARES EQUAL TO AT LEAST TEN PERCENT (10%) OF THE ORIGINAL AMOUNT (A
"DEMAND REQUEST"), THE ISSUER SHALL PREPARE A REGISTRATION STATEMENT (A "DEMAND
REGISTRATION STATEMENT") ON (I) IF THE ISSUER IS THEN S-3 ELIGIBLE, A FORM S-3
OR (II) IF THE ISSUER IS NOT THEN S-3 ELIGIBLE, ANY OTHER APPROPRIATE FORM UNDER
THE 1933 ACT, FOR THE TYPE OF OFFERING CONTEMPLATED BY THE DEMAND REQUEST (WHICH
MAY INCLUDE AN OFFERING TO BE MADE ON A DELAYED OR CONTINUOUS BASIS UNDER
RULE 415); PROVIDED, THAT THE AGGREGATE OFFERING PRICE APPLICABLE TO ANY DEMAND
REGISTRATION STATEMENT SO REQUESTED TO BE FILED SHALL NOT BE LESS THAN $75
MILLION (DETERMINED BY MULTIPLYING THE NUMBER OF REGISTRABLE SHARES TO BE
INCLUDED IN SUCH DEMAND REGISTRATION STATEMENT BY THE MARKET VALUE ON THE DAY ON
WHICH SUCH DEMAND REQUEST IS RECEIVED BY THE ISSUER).
THE DEMAND REQUEST SHALL
SPECIFY, FOR EACH HOLDER, THE NUMBER OF REGISTRABLE SHARES TO BE INCLUDED IN
SUCH DEMAND REGISTRATION STATEMENT FOR SUCH HOLDER'S ACCOUNT.
IF THE ISSUER IS
ASRS ELIGIBLE AT THE TIME ANY DEMAND REQUEST IS RECEIVED FOR A SHELF
REGISTRATION STATEMENT, THE ISSUER SHALL USE COMMERCIALLY REASONABLE EFFORTS TO
CAUSE THE DEMAND REGISTRATION STATEMENT TO BE AN ASRS.
SUBJECT TO SECTION 2.05,
THE ISSUER SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE DEMAND
REGISTRATION STATEMENT (I) TO BE FILED WITH THE SEC AS PROMPTLY AS REASONABLY
PRACTICABLE FOLLOWING THE RECEIPT OF THE DEMAND REQUEST, (II) TO BECOME
EFFECTIVE AS PROMPTLY AS REASONABLY PRACTICABLE AFTER FILING, AND (III) TO
REMAIN CONTINUOUSLY EFFECTIVE DURING THE TIME PERIOD (THE "EFFECTIVENESS
PERIOD") COMMENCING ON THE DATE SUCH DEMAND REGISTRATION STATEMENT IS DECLARED
EFFECTIVE (THE "EFFECTIVE TIME") AND ENDING ON (A) THE DATE THAT THERE ARE NO
LONGER ANY REGISTRABLE SHARES COVERED BY SUCH DEMAND REGISTRATION STATEMENT OR
(B) IF EARLIER, THE 30TH DAY (90TH DAY IF THE DEMAND REGISTRATION STATEMENT IS
ON FORM S-3) AFTER THE DEMAND REGISTRATION STATEMENT IS INITIALLY DECLARED
EFFECTIVE (THE ENDING DATE SPECIFIED IN THIS CLAUSE (III), THE "EFFECTIVENESS
END DATE").
NO MORE THAN THREE (3) DEMAND REQUESTS MAY BE MADE.
IN NO EVENT
SHALL THE ISSUER BE REQUIRED TO