Common use of Annual registration Clause in Contracts

Annual registration. (a) With respect to each of the third through the ninth anniversaries of the IPO Date, Lazard Ltd shall use its reasonable best efforts to effect the registration under the Securities Act of sales by Covered Persons of the following Registrable Securities: (i) all Registrable Securities issuable to Covered Persons in respect of the exchange of Covered Interests in connection with such anniversary date pursuant to the Master Separation Agreement for such period (provided that such Covered Persons shall have complied with the notice provisions with respect thereto set forth in the Master Separation Agreement) and (ii) all other Registrable Securities of any Covered Persons which Registrable Securities are reasonably expected to continue to be Registrable Securities at the expected filing date for the registration statement with respect to such registration and which Covered Persons shall have provided Lazard Ltd with a written request for registration at least 20 business days prior to the applicable anniversary date requesting registration of such Registrable Securities (each such registration, an “Annual Registration”); provided, however, that Lazard Ltd shall not be obligated to file any such registration statement or effect such registration if the amount of all such Registrable Securities does not equal or exceed the Minimum Share Number (including, for purposes of calculating such Minimum Share Number, any Registrable Securities that are issuable pursuant to an MD Exchange in accordance with the terms and subject to the conditions set forth in the Master Separation Agreement such that such Registrable Securities would be capable of being sold in such Annual Registration) as of the date of such filing or registration. Lazard Ltd shall use its reasonable best efforts, subject to the restrictions in Section 4.1(d), to file a registration statement under the Securities Act with respect to each Annual Registration as promptly as reasonably practicable following the applicable Periodic Filing Date. (b) An Annual Registration may, at the option of Lazard Ltd, be conducted either as a Public Offering or as a shelf registration; provided, however, that, if Lazard Ltd elects to conduct such offering as a shelf registration, the Board of Directors of LAZ-MD may request within five (5) days after notice thereof that such Annual Registration be conducted as a Public Offering, in which case Lazard Ltd shall conduct such Annual Registration as a Public Offering. If an Annual Registration prior to the seventh anniversary of the IPO Date involves a Public Offering and the managing underwriter advises Lazard Ltd that, in its view, the number of shares of Common Stock required to be included in such Public Offering would adversely impact offering or the market for the Common Stock, Lazard Ltd may in its discretion reduce the number of shares of Common Stock included in such Public Offering, provided that Lazard Ltd shall consult with the Board of Directors of LAZ-MD with respect to such reduction (and shall use reasonable efforts to so consult prior to such reduction). If an Annual Registration on or after the seventh anniversary of the IPO Date involves a Public Offering and the managing underwriter advises Lazard Ltd that, in its view, the number of shares of Common Stock requested to be included in such Public Offering exceeds the largest number of shares that can be sold within the price range (or 10% below the end of such range) that was included in the “red xxxxxxx” registration statement for such Public Offering (provided that the Board of Directors of LAZ-MD shall not have objected to such price range prior to the filing of such red xxxxxxx registration statement after notice thereof), the number of shares of Common Stock included in such Public Offering shall be reduced to such largest number of shares. In the event that the number of shares of Common Stock requested to be included in such Public Offering is reduced in accordance with this Section 4.1(b), Lazard Ltd shall include in such Public Offering, in the priority listed below, up to the applicable maximum number of shares to be included in such Public Offering as determined in the immediately preceding two sentences: (i) first, all Registrable Securities that are requested to be registered in the Annual Registration by any Covered Persons and were issued or are issuable in respect of MD Exchangeable Interests that, pursuant to the Master Separation Agreement, first became capable of being exchanged pursuant to an MD Exchange on or prior to the third anniversary of the IPO Date (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Covered Persons on the basis of the relative number of shares of such Registrable Securities so requested to be included in such registration by each such Covered Person); (ii) second, all Registrable Securities that are requested to be registered in the Annual Registration by any Covered Persons and were issued or are issuable in respect of MD Exchangeable Interests that, pursuant to the Master Separation Agreement, first became capable of being exchanged pursuant to an MD Exchange on or prior to the fourth anniversary (but after the third anniversary) of the IPO Date (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Covered Persons on the basis of the relative number of shares of such Registrable Securities so requested to be included in such registration by each such Covered Person); (iii) third, all Registrable Securities that are requested to be registered in the Annual Registration by any Covered Persons and were issued or are issuable in respect of MD Exchangeable Interests that, pursuant to the Master Separation Agreement, first became capable of being exchanged pursuant to an MD Exchange on or prior to the fifth anniversary (but after the fourth anniversary) of the IPO Date (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Covered Persons on the basis of the relative number of shares of such Registrable Securities so requested to be included in such registration by each such Covered Person); (iv) fourth, all Registrable Securities that are requested to be registered in the Annual Registration by any Covered Persons and were issued or are issuable in respect of MD Exchangeable Interests that, pursuant to the Master Separation Agreement, first became capable of being exchanged pursuant to an MD Exchange on or prior to the sixth anniversary (but after the fifth anniversary) of the IPO Date (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Covered Persons on the basis of the relative number of shares of such Registrable Securities so requested to be included in such registration by each such Covered Person); and (v) fifth, all Registrable Securities that are requested to be registered in the Annual Registration by any Covered Persons and were issued or are issuable in respect of MD Exchangeable Interests that, pursuant to the Master Separation Agreement, first became capable of being exchanged pursuant to an MD Exchange after the sixth anniversary of the IPO Date (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Covered Persons on the basis of the relative number of shares of such Registrable Securities so requested to be included in such registration by each such Covered Person) (the priority among Covered Persons set forth in clauses (i)-(v) shall be referred to herein as the “Covered Persons Priority”). In determining, for a Covered Person, the number of such Covered Person’s MD Exchangeable Interests that first became capable of being exchanged pursuant to an MD Exchange in relation to a certain date (and the corresponding number of Registrable Securities issued or issuable in respect of such MD Exchangeable Interests), any exchanges of such Covered Person’s MD Exchangeable Interests for shares of Common Stock prior to the relevant date of determination shall be deemed to reduce, first, the number of such Covered Person’s MD Exchangeable Interests that first became capable of being exchanged and, thereafter, the number of such Covered Person’s MD Exchangeable Interests that next became capable of being exchanged (until each such group shall be exhausted). (c) Lazard Group shall be liable for and pay all Registration Expenses in connection with any Annual Registration, regardless of whether such Registration is effected. Lazard Ltd shall have the right (but not the obligation) to register additional shares of Common Stock and other securities together with such Annual Registration, provided that such shares shall be included in such registration in a priority after the shares included in the Covered Persons Priority. (d) Upon notice to each Covered Person participating in the applicable Annual Registration, Lazard Ltd may postpone effecting a registration pursuant to this Section 4.1 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 120 days (which period may not be extended or renewed), if (i) Lazard Ltd shall determine in good faith that effecting the registration would materially and adversely affect an offering of securities of such company the preparation of which had then been commenced or (ii) Lazard Ltd is in possession of material non-public information the disclosure of which during the period specified in such notice Lazard Ltd believes in good faith would not be in the best interests of Lazard Ltd.

Annual registration. (a) With respect to each of the third through the ninth anniversaries of the IPO Date, Lazard Ltd shall use its reasonable best efforts to effect the registration under the Securities Act of sales by Covered Persons of the following Registrable Securities: (i) all Registrable Securities issuable to be issued to Covered Persons in respect of the exchange of Covered Interests in connection with such anniversary date pursuant to the Master Separation Agreement for such period (provided that such Covered Persons shall have complied with the notice provisions with respect thereto set forth in the Master Separation Agreement) and (ii) all other Registrable Securities of any Covered Persons which Registrable Securities are reasonably expected to continue to be Registrable Securities at the expected filing date for the registration statement with respect to such registration and which Covered Persons shall who have provided Lazard Ltd with a written request for registration at least 20 business days prior to the applicable anniversary date requesting registration of such Registrable Securities (each such registration, an “Annual Registration”); provided, however, that Lazard Ltd shall not be obligated to file any such registration statement or effect such registration if the amount of all such Registrable Securities does not equal or exceed the Minimum Share Number (including, for purposes of calculating such Minimum Share Number, any Registrable Securities that are issuable pursuant to an MD Exchange in accordance with the terms and subject to the conditions set forth in the Master Separation Agreement such that such Registrable Securities would be capable of being sold in such Annual Registration) as of the date of such filing or registration. Lazard Ltd shall use its reasonable best efforts, subject to the restrictions in Section 4.1(d), to file a registration statement under the Securities Act with respect to each Annual Registration as promptly as reasonably practicable following the applicable Periodic Filing Date. (b) An Annual Registration may, at the option of Lazard Ltd, be conducted either as a Public Offering or as a shelf registration; provided, however, that, if Lazard Ltd elects to conduct such offering as a shelf registration, the Board of Directors of LAZ-MD may request within five (5) days after notice thereof that such Annual Registration be conducted as a Public Offering, in which case Lazard Ltd shall conduct such have the right to require that sales or other dispositions in connection with any Annual Registration as a Public Offering. If an Annual Registration prior are subject to the seventh anniversary reasonable limitations or restrictions on size and manner of the IPO Date involves a Public Offering and the managing underwriter advises Lazard Ltd that, in its view, the number of shares of Common Stock required to be included in such Public Offering would adversely impact offering or the market for the Common Stock, Lazard Ltd may in its discretion reduce the number of shares of Common Stock included in such Public Offering, provided that Lazard Ltd shall consult with the Board of Directors of LAZ-MD with respect to such reduction (and shall use reasonable efforts to so consult prior to such reduction). If an Annual Registration on or after the seventh anniversary of the IPO Date involves a Public Offering and the managing underwriter advises Lazard Ltd that, in its view, the number of shares of Common Stock requested to be included in such Public Offering exceeds the largest number of shares that can be sold within the price range (or 10% below the end of such range) that was included in the “red xxxxxxx” registration statement for such Public Offering (provided that the Board of Directors of LAZ-MD shall not have objected to such price range prior to the filing of such red xxxxxxx registration statement after notice thereof), the number of shares of Common Stock included in such Public Offering shall be reduced to such largest number of shares. In the event that the number of shares of Common Stock requested to be included in such Public Offering is reduced in accordance with this Section 4.1(b), Lazard Ltd shall include in such Public Offering, in the priority listed below, up to the applicable maximum number of shares to be included in such Public Offering as determined in the immediately preceding two sentences: (i) first, all Registrable Securities that are requested to be registered in the Annual Registration by any Covered Persons and were issued or are issuable in respect of MD Exchangeable Interests that, pursuant to the Master Separation Agreement, first became capable of being exchanged pursuant to an MD Exchange on or prior to the third anniversary of the IPO Date (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Covered Persons on the basis of the relative number of shares of such Registrable Securities so requested to be included in such registration by each such Covered Person); (ii) second, all Registrable Securities that are requested to be registered in the Annual Registration by any Covered Persons and were issued or are issuable in respect of MD Exchangeable Interests that, pursuant to the Master Separation Agreement, first became capable of being exchanged pursuant to an MD Exchange on or prior to the fourth anniversary (but after the third anniversary) of the IPO Date (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Covered Persons on the basis of the relative number of shares of such Registrable Securities so requested to be included in such registration by each such Covered Person); (iii) third, all Registrable Securities that are requested to be registered in the Annual Registration by any Covered Persons and were issued or are issuable in respect of MD Exchangeable Interests that, pursuant to the Master Separation Agreement, first became capable of being exchanged pursuant to an MD Exchange on or prior to the fifth anniversary (but after the fourth anniversary) of the IPO Date (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Covered Persons on the basis of the relative number of shares of such Registrable Securities so requested to be included in such registration by each such Covered Person); (iv) fourth, all Registrable Securities that are requested to be registered in the Annual Registration by any Covered Persons and were issued or are issuable in respect of MD Exchangeable Interests that, pursuant to the Master Separation Agreement, first became capable of being exchanged pursuant to an MD Exchange on or prior to the sixth anniversary (but after the fifth anniversary) of the IPO Date (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Covered Persons on the basis of the relative number of shares of such Registrable Securities so requested to be included in such registration by each such Covered Person); and (v) fifth, all Registrable Securities that are requested to be registered in the Annual Registration by any Covered Persons and were issued or are issuable in respect of MD Exchangeable Interests that, pursuant to the Master Separation Agreement, first became capable of being exchanged pursuant to an MD Exchange after the sixth anniversary of the IPO Date (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Covered Persons on the basis of the relative number of shares of such Registrable Securities so requested to be included in such registration by each such Covered Person) (the priority among Covered Persons set forth in clauses (i)-(v) shall be referred to herein as the “Covered Persons Priority”). In determining, for a Covered Person, the number of such Covered Person’s MD Exchangeable Interests that first became capable of being exchanged pursuant to an MD Exchange in relation to a certain date (and the corresponding number of Registrable Securities issued or issuable in respect of such MD Exchangeable Interests), any exchanges of such Covered Person’s MD Exchangeable Interests for shares of Common Stock prior to the relevant date of determination shall be deemed to reduce, first, the number of such Covered Person’s MD Exchangeable Interests that first became capable of being exchanged and, thereafter, the number of such Covered Person’s MD Exchangeable Interests that next became capable of being exchanged (until each such group shall be exhausted)sale. (c) Lazard Group shall be liable for and pay all Registration Expenses in connection with any Annual Registration, regardless of whether such Registration is effected. Lazard Ltd shall have the right (but not the obligation) to register additional shares of Common Stock and other securities together with such Annual Registration, provided that such shares shall be included in such registration in a priority after the shares included in the Covered Persons Priority. (d) Upon notice to each Covered Person participating in the applicable Annual Registration, Lazard Ltd may postpone effecting a registration pursuant to this Section 4.1 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 120 days (which period may not be extended or renewed), if (i) Lazard Ltd shall determine in good faith that effecting the registration would materially and adversely affect an offering of securities of such company the preparation of which had then been commenced or (ii) Lazard Ltd is in possession of material non-public information the disclosure of which during the period specified in such notice Lazard Ltd believes in good faith would not be in the best interests of Lazard Ltd.

Annual registration. (a) With respect to each of the third through the ninth anniversaries of the IPO Date, Lazard Ltd shall use its reasonable best efforts to effect the registration under the Securities Act of sales by Covered Persons of the following Registrable Securities: (i) all Registrable Securities issuable to be issued to Covered Persons in respect of the exchange of Covered Interests in connection with such anniversary date pursuant to the Master Separation Agreement for such period (provided that such Covered Persons shall have complied with the notice provisions with respect thereto set forth in the Master Separation Agreement) and (ii) all other Registrable Securities of any Covered Persons which Registrable Securities are reasonably expected to continue to be Registrable Securities at the expected filing date for the registration statement with respect to such registration and which Covered Persons shall have provided Lazard Ltd with a written request for registration at least 20 business days prior to the applicable anniversary date requesting registration of such Registrable Securities (each such registration, an “"Annual Registration”"); provided, however, that Lazard Ltd shall not be obligated to file any such registration statement or effect such registration if the amount of all such Registrable Securities does not equal or exceed the Minimum Share Number (including, for purposes of calculating such Minimum Share Number, any Registrable Securities that are issuable pursuant to an MD Exchange in accordance with the terms and subject to the conditions set forth in the Master Separation Agreement such that such Registrable Securities would be capable of being sold in such Annual Registration) as of the date of such filing or registration. Lazard Ltd shall use its reasonable best efforts, subject to the restrictions in Section 4.1(d), to file a registration statement under the Securities Act with respect to each Annual Registration as promptly as reasonably practicable following the applicable Periodic Filing Date. (b) An Annual Registration may, at the option of Lazard Ltd, be conducted either as a Public Offering or as a shelf registration; provided, however, that, if Lazard Ltd elects to conduct such offering as a shelf registration, the Board of Directors of LAZ-MD may request within five (5) days after notice thereof that such Annual Registration be conducted as a Public Offering, in which case Lazard Ltd shall conduct such have the right to require that sales or other dispositions in connection with any Annual Registration as a Public Offering. If an Annual Registration prior are subject to the seventh anniversary reasonable limitations or restrictions on size and manner of the IPO Date involves a Public Offering and the managing underwriter advises Lazard Ltd that, in its view, the number of shares of Common Stock required to be included in such Public Offering would adversely impact offering or the market for the Common Stock, Lazard Ltd may in its discretion reduce the number of shares of Common Stock included in such Public Offering, provided that Lazard Ltd shall consult with the Board of Directors of LAZ-MD with respect to such reduction (and shall use reasonable efforts to so consult prior to such reduction). If an Annual Registration on or after the seventh anniversary of the IPO Date involves a Public Offering and the managing underwriter advises Lazard Ltd that, in its view, the number of shares of Common Stock requested to be included in such Public Offering exceeds the largest number of shares that can be sold within the price range (or 10% below the end of such range) that was included in the “red xxxxxxx” registration statement for such Public Offering (provided that the Board of Directors of LAZ-MD shall not have objected to such price range prior to the filing of such red xxxxxxx registration statement after notice thereof), the number of shares of Common Stock included in such Public Offering shall be reduced to such largest number of shares. In the event that the number of shares of Common Stock requested to be included in such Public Offering is reduced in accordance with this Section 4.1(b), Lazard Ltd shall include in such Public Offering, in the priority listed below, up to the applicable maximum number of shares to be included in such Public Offering as determined in the immediately preceding two sentences: (i) first, all Registrable Securities that are requested to be registered in the Annual Registration by any Covered Persons and were issued or are issuable in respect of MD Exchangeable Interests that, pursuant to the Master Separation Agreement, first became capable of being exchanged pursuant to an MD Exchange on or prior to the third anniversary of the IPO Date (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Covered Persons on the basis of the relative number of shares of such Registrable Securities so requested to be included in such registration by each such Covered Person); (ii) second, all Registrable Securities that are requested to be registered in the Annual Registration by any Covered Persons and were issued or are issuable in respect of MD Exchangeable Interests that, pursuant to the Master Separation Agreement, first became capable of being exchanged pursuant to an MD Exchange on or prior to the fourth anniversary (but after the third anniversary) of the IPO Date (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Covered Persons on the basis of the relative number of shares of such Registrable Securities so requested to be included in such registration by each such Covered Person); (iii) third, all Registrable Securities that are requested to be registered in the Annual Registration by any Covered Persons and were issued or are issuable in respect of MD Exchangeable Interests that, pursuant to the Master Separation Agreement, first became capable of being exchanged pursuant to an MD Exchange on or prior to the fifth anniversary (but after the fourth anniversary) of the IPO Date (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Covered Persons on the basis of the relative number of shares of such Registrable Securities so requested to be included in such registration by each such Covered Person); (iv) fourth, all Registrable Securities that are requested to be registered in the Annual Registration by any Covered Persons and were issued or are issuable in respect of MD Exchangeable Interests that, pursuant to the Master Separation Agreement, first became capable of being exchanged pursuant to an MD Exchange on or prior to the sixth anniversary (but after the fifth anniversary) of the IPO Date (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Covered Persons on the basis of the relative number of shares of such Registrable Securities so requested to be included in such registration by each such Covered Person); and (v) fifth, all Registrable Securities that are requested to be registered in the Annual Registration by any Covered Persons and were issued or are issuable in respect of MD Exchangeable Interests that, pursuant to the Master Separation Agreement, first became capable of being exchanged pursuant to an MD Exchange after the sixth anniversary of the IPO Date (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Covered Persons on the basis of the relative number of shares of such Registrable Securities so requested to be included in such registration by each such Covered Person) (the priority among Covered Persons set forth in clauses (i)-(v) shall be referred to herein as the “Covered Persons Priority”). In determining, for a Covered Person, the number of such Covered Person’s MD Exchangeable Interests that first became capable of being exchanged pursuant to an MD Exchange in relation to a certain date (and the corresponding number of Registrable Securities issued or issuable in respect of such MD Exchangeable Interests), any exchanges of such Covered Person’s MD Exchangeable Interests for shares of Common Stock prior to the relevant date of determination shall be deemed to reduce, first, the number of such Covered Person’s MD Exchangeable Interests that first became capable of being exchanged and, thereafter, the number of such Covered Person’s MD Exchangeable Interests that next became capable of being exchanged (until each such group shall be exhausted)sale. (c) Lazard Group shall be liable for and pay all Registration Expenses in connection with any Annual Registration, regardless of whether such Registration is effected. Lazard Ltd shall have the right (but not the obligation) to register additional shares of Common Stock and other securities together with such Annual Registration, provided that such shares shall be included in such registration in a priority after the shares included in the Covered Persons Priority. (d) Upon notice to each Covered Person participating in the applicable Annual Registration, Lazard Ltd may postpone effecting a registration pursuant to this Section 4.1 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 120 days (which period may not be extended or renewed), if (i) Lazard Ltd shall determine in good faith that effecting the registration would materially and adversely affect an offering of securities of such company the preparation of which had then been commenced or (ii) Lazard Ltd is in possession of material non-public information the disclosure of which during the period specified in such notice Lazard Ltd believes in good faith would not be in the best interests of Lazard Ltd.

Annual registration. (a) With respect to each of the third through the ninth anniversaries of the IPO Date, Lazard Ltd shall use its reasonable best efforts to effect the registration under the Securities Act of sales by Covered Persons of the following Registrable Securities: (i) all Registrable Securities issuable to be issued to Covered Persons in respect of the exchange of Covered Interests in connection with such anniversary date pursuant to the Master Separation Agreement for such period (provided that such Covered Persons shall have complied with the notice provisions with respect thereto set forth in the Master Separation Agreement) and (ii) all other Registrable Securities of any Covered Persons which Registrable Securities are reasonably expected to continue to be Registrable Securities at the expected filing date for the registration statement with respect to such registration and which Covered Persons shall have provided Lazard Ltd with a written request for registration at least 20 business days prior to the applicable anniversary date requesting registration of such Registrable Securities (each such registration, an “Annual Registration”); provided, however, that Lazard Ltd shall not be obligated to file any such registration statement or effect such registration if the amount of all such Registrable Securities does not equal or exceed the Minimum Share Number (including, for purposes of calculating such Minimum Share Number, any Registrable Securities that are issuable pursuant to an MD Exchange in accordance with the terms and subject to the conditions set forth in the Master Separation Agreement such that such Registrable Securities would be capable of being sold in such Annual Registration) as of the date of such filing or registration. Lazard Ltd shall use its reasonable best efforts, subject to the restrictions in Section 4.1(d), to file a registration statement under the Securities Act with respect to each Annual Registration as promptly as reasonably practicable following the applicable Periodic Filing Date. (b) An Annual Registration may, at the option of Lazard Ltd, be conducted either as a Public Offering or as a shelf registration; provided, however, that, if Lazard Ltd elects to conduct such offering as a shelf registration, the Board of Directors of LAZ-MD may request within five (5) days after notice thereof that such Annual Registration be conducted as a Public Offering, in which case Lazard Ltd shall conduct such have the right to require that sales or other dispositions in connection with any Annual Registration as a Public Offering. If an Annual Registration prior are subject to the seventh anniversary reasonable limitations or restrictions on size and manner of the IPO Date involves a Public Offering and the managing underwriter advises Lazard Ltd that, in its view, the number of shares of Common Stock required to be included in such Public Offering would adversely impact offering or the market for the Common Stock, Lazard Ltd may in its discretion reduce the number of shares of Common Stock included in such Public Offering, provided that Lazard Ltd shall consult with the Board of Directors of LAZ-MD with respect to such reduction (and shall use reasonable efforts to so consult prior to such reduction). If an Annual Registration on or after the seventh anniversary of the IPO Date involves a Public Offering and the managing underwriter advises Lazard Ltd that, in its view, the number of shares of Common Stock requested to be included in such Public Offering exceeds the largest number of shares that can be sold within the price range (or 10% below the end of such range) that was included in the “red xxxxxxx” registration statement for such Public Offering (provided that the Board of Directors of LAZ-MD shall not have objected to such price range prior to the filing of such red xxxxxxx registration statement after notice thereof), the number of shares of Common Stock included in such Public Offering shall be reduced to such largest number of shares. In the event that the number of shares of Common Stock requested to be included in such Public Offering is reduced in accordance with this Section 4.1(b), Lazard Ltd shall include in such Public Offering, in the priority listed below, up to the applicable maximum number of shares to be included in such Public Offering as determined in the immediately preceding two sentences: (i) first, all Registrable Securities that are requested to be registered in the Annual Registration by any Covered Persons and were issued or are issuable in respect of MD Exchangeable Interests that, pursuant to the Master Separation Agreement, first became capable of being exchanged pursuant to an MD Exchange on or prior to the third anniversary of the IPO Date (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Covered Persons on the basis of the relative number of shares of such Registrable Securities so requested to be included in such registration by each such Covered Person); (ii) second, all Registrable Securities that are requested to be registered in the Annual Registration by any Covered Persons and were issued or are issuable in respect of MD Exchangeable Interests that, pursuant to the Master Separation Agreement, first became capable of being exchanged pursuant to an MD Exchange on or prior to the fourth anniversary (but after the third anniversary) of the IPO Date (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Covered Persons on the basis of the relative number of shares of such Registrable Securities so requested to be included in such registration by each such Covered Person); (iii) third, all Registrable Securities that are requested to be registered in the Annual Registration by any Covered Persons and were issued or are issuable in respect of MD Exchangeable Interests that, pursuant to the Master Separation Agreement, first became capable of being exchanged pursuant to an MD Exchange on or prior to the fifth anniversary (but after the fourth anniversary) of the IPO Date (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Covered Persons on the basis of the relative number of shares of such Registrable Securities so requested to be included in such registration by each such Covered Person); (iv) fourth, all Registrable Securities that are requested to be registered in the Annual Registration by any Covered Persons and were issued or are issuable in respect of MD Exchangeable Interests that, pursuant to the Master Separation Agreement, first became capable of being exchanged pursuant to an MD Exchange on or prior to the sixth anniversary (but after the fifth anniversary) of the IPO Date (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Covered Persons on the basis of the relative number of shares of such Registrable Securities so requested to be included in such registration by each such Covered Person); and (v) fifth, all Registrable Securities that are requested to be registered in the Annual Registration by any Covered Persons and were issued or are issuable in respect of MD Exchangeable Interests that, pursuant to the Master Separation Agreement, first became capable of being exchanged pursuant to an MD Exchange after the sixth anniversary of the IPO Date (allocated, if necessary for the offering not to exceed the Maximum Offering Size, pro rata among such Covered Persons on the basis of the relative number of shares of such Registrable Securities so requested to be included in such registration by each such Covered Person) (the priority among Covered Persons set forth in clauses (i)-(v) shall be referred to herein as the “Covered Persons Priority”). In determining, for a Covered Person, the number of such Covered Person’s MD Exchangeable Interests that first became capable of being exchanged pursuant to an MD Exchange in relation to a certain date (and the corresponding number of Registrable Securities issued or issuable in respect of such MD Exchangeable Interests), any exchanges of such Covered Person’s MD Exchangeable Interests for shares of Common Stock prior to the relevant date of determination shall be deemed to reduce, first, the number of such Covered Person’s MD Exchangeable Interests that first became capable of being exchanged and, thereafter, the number of such Covered Person’s MD Exchangeable Interests that next became capable of being exchanged (until each such group shall be exhausted)sale. (c) Lazard Group shall be liable for and pay all Registration Expenses in connection with any Annual Registration, regardless of whether such Registration is effected. Lazard Ltd shall have the right (but not the obligation) to register additional shares of Common Stock and other securities together with such Annual Registration, provided that such shares shall be included in such registration in a priority after the shares included in the Covered Persons Priority. (d) Upon notice to each Covered Person participating in the applicable Annual Registration, Lazard Ltd may postpone effecting a registration pursuant to this Section 4.1 on one occasion during any period of six consecutive months for a reasonable time specified in the notice but not exceeding 120 days (which period may not be extended or renewed), if (i) Lazard Ltd shall determine in good faith that effecting the registration would materially and adversely affect an offering of securities of such company the preparation of which had then been commenced or (ii) Lazard Ltd is in possession of material non-public information the disclosure of which during the period specified in such notice Lazard Ltd believes in good faith would not be in the best interests of Lazard Ltd.