OF THE COMPANY DATED AS OF FEBRUARY 1, 2006.
1.16
"PERSON" MEANS ANY INDIVIDUAL, CORPORATION, PARTNERSHIP, TRUST,
LIMITED LIABILITY COMPANY, ASSOCIATION OR OTHER ENTITY.
1.17
"REGISTRABLE SECURITIES" MEANS (A) THE UNITS ISSUED TO SDWG, AND
ANY UNITS ACQUIRED BY SDWG AFTER THE DATE HEREOF; AND (B) ANY UNITS ISSUED AS
(OR ISSUABLE UPON THE CONVERSION OR EXERCISE OF ANY WARRANT, RIGHT, OR OTHER
SECURITY THAT IS ISSUED AS) A DIVIDEND OR OTHER DISTRIBUTION WITH RESPECT TO, OR
IN EXCHANGE FOR OR IN REPLACEMENT OF, THE UNITS REFERENCED IN CLAUSE (A) ABOVE;
EXCLUDING IN ALL CASES, HOWEVER, ANY REGISTRABLE SECURITIES SOLD BY A PERSON IN
A TRANSACTION IN WHICH THE APPLICABLE RIGHTS UNDER THIS AGREEMENT ARE NOT
ASSIGNED PURSUANT TO SECTION 5.1, AND EXCLUDING FOR PURPOSES OF SECTION 2 ANY
UNITS FOR WHICH REGISTRATION RIGHTS HAVE TERMINATED PURSUANT TO SECTION 2.12 OF
THIS AGREEMENT.
1.18
"RESTRICTED SECURITIES" MEANS THE SECURITIES OF THE COMPANY
REQUIRED TO BEAR THE LEGEND SET FORTH IN SECTION 2.11(B) HEREOF.
1.19
"SEC" MEANS THE SECURITIES AND EXCHANGE COMMISSION.
1.20
"SEC RULE 144" MEANS RULE 144 PROMULGATED BY THE SEC UNDER THE
SECURITIES ACT.
1.21
"SEC RULE 144(K)" MEANS RULE 144(K) PROMULGATED BY THE SEC UNDER
THE SECURITIES ACT.
1.22
"SEC RULE 145" MEANS RULE 145 PROMULGATED BY THE SEC UNDER THE
SECURITIES ACT.
1.23
"SECURITIES ACT" MEANS THE SECURITIES ACT OF 1933, AS AMENDED, AND
THE RULES AND REGULATIONS PROMULGATED THEREUNDER.
1.24
"SELLING EXPENSES" MEANS ALL UNDERWRITING DISCOUNTS, SELLING
COMMISSIONS, AND STOCK TRANSFER TAXES APPLICABLE TO THE SALE OF REGISTRABLE
SECURITIES, AND FEES AND DISBURSEMENTS OF COUNSEL FOR ANY HOLDER, EXCEPT FOR THE
FEES AND DISBURSEMENTS OF THE SELLING HOLDER COUNSEL BORNE AND PAID BY THE
COMPANY AS PROVIDED IN SECTION 2.6.
3
1.25
"UNITS" MEANS UNITS OF MEMBERSHIP INTERESTS IN THE COMPANY, OR
SHARES OR OTHER EQUITY INTERESTS OF THE COMPANY ISSUED IN EXCHANGE FOR OR
OTHERWISE IN CONNECTION WITH ANY TRANSACTION AS DESCRIBED IN SECTION 4.1.
2.
REGISTRATION RIGHTS.
THE COMPANY COVENANTS AND AGREES AS
FOLLOWS:
2.1
DEMAND REGISTRATION.
(A)
FORM S-1 DEMAND.
IF AT ANY TIME AFTER THE EARLIER OF (I) ONE YEAR
AFTER THE DATE OF THIS AGREEMENT OR (II) NINETY (90) DAYS AFTER THE EFFECTIVE
DATE OF THE REGISTRATION STATEMENT FOR THE IPO OR SUCH LONGER PERIOD AFTER THE
IPO IF THE HOLDERS CANNOT SELL THEIR SECURITIES AS A RESULT OF EXECUTING A
"MARKET STAND-OFF" AGREEMENT CONTEMPLATED BY SECTION 2.10 HEREOF, THE COMPANY
RECEIVES A REQUEST FROM HOLDERS OF AT LEAST TWENTY-FIVE PERCENT (25%) OF THE
REGISTRABLE SECURITIES THAT THE COMPANY FILE A FORM S-1 REGISTRATION STATEMENT
WITH RESPECT TO AT LEAST TWENTY PERCENT (20%) OF THE REGISTRABLE SECURITIES (OR
A LESSER PERCENTAGE IF THE ANTICIPATED AGGREGATE OFFERING PRICE, NET OF SELLING
EXPENSES, WOULD EXCEED $15 MILLION), THEN THE COMPANY SHALL (X) WITHIN TEN (10)
DAYS AFTER THE DATE SUCH REQUEST IS GIVEN, GIVE NOTICE THEREOF (THE "DEMAND
NOTICE") TO ALL HOLDERS OTHER THAN THE INITIATING HOLDERS; AND (Y) AS SOON AS
PRACTICABLE, AND IN ANY EVENT WITHIN FORTY-FIVE (45) DAYS