This excerpt taken from the WEN 8-K filed Dec 21, 2007.
ADDITIONAL REGISTRATION RIGHTS
1.1. Request for Registration.
(a) If the Company shall receive a written request from the Holders (the Initiating Holders) of at least twenty percent (20%) of the Registrable Securities then outstanding owned by the Triarc Affiliates or the Sachs Affiliates (as defined below) (which number shall be determined as if the Conversion has occurred) that the Company file a registration statement under the Securities Act (such request, a Demand Registration), then the Company shall, in each case:
(i) within seven (7) days of the receipt thereof, give written notice of such request to all Holders; and
(ii) use commercially reasonable efforts to effect promptly, the registration under the Securities Act of all Registrable Securities which the Holders request to be registered, subject to any Deferral Periods, in a written request received by the Company within fifteen (15) days of the making of the notice pursuant to Section 1.1(a)(i) of this Exhibit A.
(b) The Company shall not be obligated to effect, or to take any action to effect, any Demand Registration pursuant to this Section 1.1:
(i) After the Company has effected one (1) Demand Registration initiated by the Initiating Holders that are Triarc Affiliates and one (1) Demand Registration initiated by the Initiating Holders that are Sachs Affiliates, in each case, pursuant to this Section 1.1 and any such registration statement has been declared or ordered effective and has remained effective for the applicable Effectiveness Period; provided, that if any such request pursuant to this Section 1.1 is subsequently withdrawn by the requester in writing, it shall not be counted against the limitation of requests set forth in this Section 1.1(b)(i);
(ii) If the Initiating Holders propose to dispose of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request made pursuant to Section 1.4 below; and
(iii) Notwithstanding anything to the contrary set forth in this Agreement, if the Triarc Affiliates or the Sachs Affiliates, as the case may be, that are not the Initiating Holders of such request pursuant to this Section 1.1 (the Non-Initiating Holders) are permitted to include in such registration statement all of the Registrable Securities that they have requested to be registered in such registration statement pursuant to Section 1.2 (the Piggyback Securities) and the Non-Initiating Holder subsequently exercises his or its right to a Demand
Registration, then such Non-Initiating Holder shall bear all of the Registration Expenses related to such subsequent Demand Registration.
1.2. Company Registration.
(a) If (but without any obligation to do so) the Company proposes to register any of its securities under the Securities Act for its own account or the account of any of its stockholders with registration rights (other than in connection with a registration effected solely to implement an employee benefit plan or arrangement or a business combination transaction or any other similar transaction for which a registration statement on Form S-4 under the Securities Act or any comparable successor form is applicable), the Company will promptly give written notice thereof to the Holders of Registrable Securities at least twenty (20) days prior to the filing of such registration statement, or such lesser time that is reasonable taking into account the Companys contractual obligation to file such registration statement. Upon the written request of each Holder given within fifteen (15) days after the giving of such notice by the Company, the Company shall, subject to the provisions of this Section 1.2, cause to be registered under the Securities Act in such registration statement all of the Registrable Securities that each such Holder has requested to be registered.
(b) In connection with any offering involving an underwriting of shares of the Companys capital stock, the Company shall not be required under this Section 1.2 to include any of the Holders securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. Regardless of any other provision of this Section 1.2, if the underwriter advises the Company that marketing factors require a reduction in the number of shares to be underwritten, then the number of shares of Registrable Securities that may be included in the underwriting shall be allocated first, to the Company and the Person or Persons requesting such registration (if other than the Company) shall be entitled to participate in accordance with the relative priorities, if any, as shall exist among them; and then second, all other holders of securities having the right to include such securities in such registration (including the Holders of the Registrable Securities) shall be entitled to participate pro rata based on the number of shares requested to be sold by such Holders. The Company shall have the right to terminate or withdraw any registration initiated by it under this Section 1.2 prior to the effectiveness of such registration whether or not any Holder has elected to include securities in such registration. The registration expenses of such withdrawn registration shall be borne by the Company in accordance with Section 5 of the Agreement.
1.3. Form S-3 Registration.
Notwithstanding anything in Section 1.1 or Section 1.2 of this Exhibit A to the contrary, in case the Company shall receive from the Initiating Holders that are Triarc Affiliates or Sachs Affiliates a written request or requests that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or
a part of the Registrable Securities owned by such Triarc Affiliates or Sachs Affiliates, and the Company is then eligible to use Form S-3 for the resale of Registrable Securities, the Company will, in each case:
(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders; and
(b) subject to any Deferral Periods, promptly effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Triarc Affiliates or Sachs Affiliates Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, that the Company shall not be obligated to effect any such registration, qualification or compliance, pursuant to this Section 1.3:
(i) if Form S-3 is not available for such offering by the Holders;
(ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities at an aggregate price to the public (net of any underwriters discounts or commissions) of less than $2.5 million; or
(iii) if the Company has effected a total of two (2) registrations pursuant to Section 1.1 and Section 1.3 of this Exhibit A initiated by the Initiating Holders that are Triarc Affiliates and two (2) registrations pursuant to Section 1.1 and Section 1.3 of this Exhibit A initiated by the Initiating Holders that are Sachs Affiliates; provided, that any such registration shall be deemed to have been effected if the registration statement relating thereto (A) has become or been declared or ordered effective under the Securities Act, and any of the Registrable Securities of the Initiating Holder(s) included in such registration have actually been sold thereunder and (B) has remained effective for the applicable Effectiveness Period; or
(c) Subject to the foregoing, the Company shall file a registration statement covering the Registrable Securities and other securities so requested to be registered promptly after receipt of the request or requests of the Holders. Registrations effected pursuant to this Section 1.3 shall not be counted as requests for registration effected pursuant to Section 1.1 or Section 1.2 respectively of this Exhibit A.
1.4. Obligations of the Company.
Whenever required under Sections 1.1, 1.2 or 1.3 of this Exhibit A to effect the registration of any Registrable Securities, the Company shall comply with the
applicable obligations of the Company under the Agreement, including Sections 2, 3, 5 and 6 of the Agreement.
1.5. Defined Term.
As used in this Exhibit A, (a) Triarc Affiliates shall mean, at any time, Holders of Registrable Securities then outstanding that were initially issued to Triarc Deerfield Holdings, LLC, and (b) Sachs Affiliates shall mean at any time, Holders of Registrable Securities than outstanding that were initially issued to Sachs Capital Management LLC and Spensyd Asset Management LLLP.