OR THE FOLLOW-ON HOLDBACK PERIOD (AS APPLICABLE) WILL BE
EXTENDED UNTIL 18 DAYS AFTER THE EARNINGS RELEASE OR DISCLOSURE OF OTHER
MATERIAL INFORMATION OR THE OCCURRENCE OF THE MATERIAL EVENT, AS THE CASE MAY BE
(A "HOLDBACK EXTENSION").
NOTWITHSTANDING THE
9
FOREGOING, NO FOLLOW-ON HOLDBACK PERIOD SHALL APPLY TO ANY PERSON WHO (I) IS NOT
AN EXECUTIVE OFFICER OR DIRECTOR OF THE COMPANY, A SELLING STOCKHOLDER IN SUCH
OFFERING OR A PERSON SELLING HOLDINGS UNITS TO THE COMPANY, HOLDINGS OR ANY OF
THE THEIR RESPECTIVE SUBSIDIARIES IF SUCH PURCHASE IS FUNDED BY THE SALE OF
CLASS A COMMON STOCK BY THE COMPANY, HOLDINGS OR ANY OF THEIR RESPECTIVE
SUBSIDIARIES IN SUCH OFFERING AND (II) HOLDS, TOGETHER WITH ITS AFFILIATES, LESS
THAN 1% OF THE THEN-OUTSTANDING CLASS A COMMON STOCK.
(B)
THE COMPANY AGREES (I) NOT TO EFFECT ANY
PUBLIC SALE OR DISTRIBUTION OF ITS EQUITY SECURITIES, OR ANY SECURITIES
CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE FOR SUCH SECURITIES, DURING THE
SEVEN DAYS PRIOR TO AND DURING THE 180-DAY PERIOD BEGINNING ON THE EFFECTIVE
DATE OF ANY UNDERWRITTEN DEMAND REGISTRATION (OR FOR SUCH SHORTER PERIOD AS TO
WHICH THE MANAGING UNDERWRITER OR UNDERWRITERS MAY AGREE), EXCEPT AS PART OF
SUCH DEMAND REGISTRATION OR IN CONNECTION WITH AN EXCHANGE REGISTRATION OR ANY
EMPLOYEE BENEFIT OR SIMILAR PLAN, ANY DIVIDEND REINVESTMENT PLAN, OR A BUSINESS
ACQUISITION OR COMBINATION AND (II) TO USE ALL REASONABLE EFFORTS TO CAUSE EACH
HOLDER OF
AT LEAST 5% (ON A FULLY-DILUTED BASIS) OF ITS CLASS A COMMON STOCK,
OR ANY SECURITIES CONVERTIBLE INTO OR EXCHANGEABLE OR EXERCISABLE FOR SUCH
CLASS A COMMON STOCK, WHICH ARE OR MAY BE PURCHASED FROM THE COMPANY AT ANY TIME
AFTER THE DATE OF THIS AGREEMENT (OTHER THAN IN A REGISTERED OFFERING) TO AGREE
NOT TO EFFECT ANY SALE OR DISTRIBUTION OF ANY SUCH CLASS A COMMON STOCK DURING
SUCH PERIOD (EXCEPT AS PART OF SUCH UNDERWRITTEN OFFERING, IF OTHERWISE
PERMITTED).
Section 2.5
Registration Procedures.
In
connection with any request by the Requesting Holder that Registrable Securities
be registered pursuant to Sections 2.2 or 2.3, subject to the provisions of such
Sections, the paragraphs below shall be applicable, and in connection with any
Exchange Registration pursuant to Section 2.1, paragraphs (a), (c), (d), (e),
(f), (k), (l) and (n) below shall be applicable:
(A)
THE COMPANY SHALL AS EXPEDITIOUSLY AS
REASONABLY PRACTICABLE PREPARE AND FILE WITH THE SEC A REGISTRATION STATEMENT ON
ANY FORM FOR WHICH THE COMPANY THEN QUALIFIES OR THAT COUNSEL FOR THE COMPANY
SHALL DEEM APPROPRIATE AND WHICH FORM SHALL BE AVAILABLE FOR THE REGISTRATION OF
THE REGISTRABLE SECURITIES TO BE REGISTERED THEREUNDER IN ACCORDANCE WITH THE
INTENDED METHOD OF DISTRIBUTION THEREOF, AND USE ITS COMMERCIALLY REASONABLE
EFFORTS TO CAUSE SUCH FILED REGISTRATION STATEMENT TO BECOME AND REMAIN
EFFECTIVE FOR A PERIOD OF NOT LESS THAN 40 DAYS, OR IN THE CASE OF AN EXCHANGE
REGISTRATION UNTIL ALL OF THE REGISTRABLE SECURITIES OF THE COVERED PERSONS
INCLUDED IN ANY SUCH REGISTRATION STATEMENT (EACH, A "REGISTERING COVERED
PERSON") SHALL HAVE