HAVE THE
RIGHT (THE "PRIORITY RIGHT") TO RECEIVE PRIORITY OVER ALL HOLDERS OF REGISTRABLE
SECURITIES IN ANY DEMAND REGISTRATION TO BE EFFECTED UNDER THIS SECTION 2.2 WITH
RESPECT TO SECURITIES THAT THE COMPANY PROPOSES TO INCLUDE IN SUCH REGISTRATION
FOR ITS OWN ACCOUNT BY GIVING WRITTEN NOTICE OF ITS ELECTION TO EXERCISE SUCH
PRIORITY RIGHT TO THE HOLDERS OF REGISTRABLE SECURITIES REQUESTING REGISTRATION
THEREOF.
(D)
EXCEPT AS OTHERWISE PROVIDED IN THIS SECTION 2.2(D), THE COMPANY
SHALL BE OBLIGATED TO EFFECT SIX DEMAND REGISTRATIONS PURSUANT TO A VESTAR
DEMAND RIGHT.
ANY DEMAND REGISTRATION REQUESTED MUST BE FOR A FIRMLY
UNDERWRITTEN PUBLIC OFFERING TO BE MANAGED BY AN UNDERWRITER OR UNDERWRITERS OF
RECOGNIZED NATIONAL STANDING SELECTED BY THE REQUESTING HOLDER AND REASONABLY
ACCEPTABLE TO THE COMPANY.
(E)
OTHER REGISTRATION RIGHTS.
THE COMPANY REPRESENTS AND WARRANTS
THAT NEITHER IT NOR ANY OF ITS SUBSIDIARIES IS A PARTY TO, OR OTHERWISE SUBJECT
TO, ANY OTHER AGREEMENT GRANTING REGISTRATION RIGHTS TO ANY OTHER PERSON WITH
RESPECT TO ANY SECURITIES OF THE COMPANY.
THE COMPANY SHALL NOT GRANT ANY
INCIDENTAL REGISTRATION RIGHTS TO ANY PERSON THAT ARE SUPERIOR TO THOSE PROVIDED
TO THE COVERED PERSONS HEREIN WITHOUT THE CONSENT OF THE COVERED PERSONS HOLDING
TWO-THIRDS OF THE REGISTRABLE SECURITIES THAT ARE THEN ENTITLED TO INCIDENTAL
REGISTRATION RIGHTS PURSUANT TO SECTION 2.3.
Section 2.3
Incidental Registration.
(A)
REQUESTS FOR INCIDENTAL REGISTRATION.
AT ANY TIME THE COMPANY
PROPOSES TO REGISTER ANY SHARES OF CLASS A COMMON STOCK UNDER THE SECURITIES ACT
(OTHER THAN AN EXCHANGE REGISTRATION OR REGISTRATIONS ON SUCH FORM(S) SOLELY FOR
REGISTRATION OF SHARES OF CLASS A COMMON STOCK IN CONNECTION WITH ANY EMPLOYEE
BENEFIT PLAN OR DIVIDEND REINVESTMENT PLAN OR A MERGER OR CONSOLIDATION),
INCLUDING REGISTRATIONS PURSUANT TO SECTION 2.2(A), WHETHER OR NOT FOR SALE FOR
ITS OWN ACCOUNT, THE COMPANY WILL GIVE WRITTEN NOTICE TO EACH HOLDER OF
REGISTRABLE SECURITIES AT LEAST THIRTY (30) DAYS PRIOR TO THE INITIAL FILING OF
SUCH REGISTRATION STATEMENT WITH THE SEC OF ITS INTENT TO FILE SUCH REGISTRATION
STATEMENT AND OF SUCH HOLDER'S RIGHTS UNDER THIS SECTION 2.3.
UPON THE WRITTEN
REQUEST OF ANY HOLDER OF REGISTRABLE SECURITIES MADE WITHIN TWENTY (20) DAYS
AFTER ANY SUCH NOTICE IS GIVEN (WHICH REQUEST SHALL SPECIFY THE REGISTRABLE
SECURITIES INTENDED TO BE DISPOSED OF BY SUCH HOLDER), THE COMPANY WILL USE ITS
BEST EFFORTS TO EFFECT THE REGISTRATION (AN "INCIDENTAL REGISTRATION") UNDER THE
SECURITIES ACT OF ALL REGISTRABLE SECURITIES WHICH THE COMPANY, AS THE CASE MAY
BE, HAS BEEN SO REQUESTED TO REGISTER BY THE HOLDERS THEREOF; PROVIDED, HOWEVER,
THAT IF, AT ANY TIME AFTER GIVING WRITTEN NOTICE OF ITS INTENTION TO REGISTER
ANY SECURITIES AND PRIOR TO THE EFFECTIVE DATE OF THE REGISTRATION STATEMENT
FILED IN
7
CONNECTION WITH SUCH INCIDENTAL REGISTRATION, THE COMPANY SHALL DETERMINE FOR
ANY REASON NOT TO REGISTER OR TO DELAY REGISTRATION OF SUCH SECURITIES, THE
COMPANY MAY, AT ITS ELECTION, GIVE WRITTEN NOTICE OF SUCH DETERMINATION TO EACH
HOLDER OF REGISTRABLE SECURITIES AND, THEREUPON, (A) IN THE CASE OF A
DETERMINATION NOT TO REGISTER,