Earthlink 2000 Annual Report Download - page 108

"REGISTER" and the terms "register," "registered," and "registration" refer to (i) a registration effected by the preparation and filing of a
Registration Statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such Registration Statement by
the SEC, or (ii) the filing of a Rule 424 Prospectus with the SEC and other actions to be taken pursuant thereto in connection with any
Takedown pursuant to Section 3.4 hereof.
"REGISTRABLE SECURITIES" means at any time: (i) the Registration Common Shares then owned or held by the Holders, and (ii) the
Registration Common Shares then issuable upon conversion of any and all Convertible Preferred Stock then owned or held by the Holders, and,
in each case, all shares of capital stock issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is
issued as) a dividend, stock split or other distribution including as a result of any merger, consolidation or other reorganization involving the
Company with respect to, in exchange for, or in replacement of such Registration Common Shares then owned or held by such Holder or
Holders or Registration Common Shares then issuable upon conversion of any and all Convertible Preferred Stock then owned or held by the
Holders, as the case may be, including as a result of any merger, consolidation or other reorganization involving the Company. The term
"Registrable Securities" excludes, however, any security
(i) the sale by a Holder of which has been effectively registered under the Securities Act and which has been disposed of by a Holder in
accordance with a Registration Statement, (ii) that has been sold by a Holder in a transaction exempt from the registration and prospectus
delivery requirements of the Securities Act under Section 4(1) thereof (including transactions pursuant to Rules 144 and 144A) such that the
further disposition of such securities by the transferee or assignee is not restricted under the Securities Act, (iii) that has been sold by a Holder
in a transaction in which such Holder's rights under this Agreement are not, or cannot be, assigned, or (iv) for which the registration rights
provided under this Agreement have expired pursuant to Article 14 of this Agreement.
"REGISTRATION COMMON SHARES" shall mean all shares of Common Stock owned or acquired by Sprint or by any permitted assignee
or transferee as of the date hereof or any time subsequent thereto.
"REGISTRATION EXPENSES" means all fees and expenses relating to a Registration Statement incident to the performance of or compliance
with this Agreement by the Company, including without limitation: (i) registration, qualification and filing fees; (ii) fees and expenses of
compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel in connection with blue sky qualifications
or registration of any Registrable Securities being registered under the Securities Act or any applicable state securities or blue sky laws); (iii)
printing expenses; (iv) fees and disbursements of counsel for the Company and customary fees and expenses for independent certified public
accountants retained by the Company (including the expenses of any comfort letters or costs associated with the delivery by independent
certified public accountants of comfort letters customarily requested by underwriters); and (v) fees and expenses of listing any Registrable
Securities on any securities exchange or automated quotation system on which the Common Stock is then listed or quoted, but in all events
excluding the compensation of regular employees of the Company and excluding underwriter's fees, discounts and commissions.
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