Common use of Conditions to Offerings Clause in Contracts

Conditions to Offerings. The obligations of the Company to take the actions contemplated by Sections 3.01, 3.02 and 3.04 with respect to an offering of Registrable Securities shall be subject to the following conditions: (a) the Investor Parties shall conform to all applicable requirements of the Securities Act and the Exchange Act with respect to the offering and sale of securities; (b) the Investor shall advise each Underwriter through which any of the Registrable Securities are offered that the Registrable Securities are part of a distribution that is subject to the prospectus delivery requirements of the Securities Act; (c) the Company may require the Investor to furnish to the Company such information regarding the Investor or the distribution of the Registrable Securities as the Company may from time to time reasonably request in writing, in each case only as required by the Securities Act or the rules and regulations thereunder or under state securities or blue sky laws; and (d) in any underwritten offering pursuant to Section 3.01 or Section 3.02 hereof, any Investor Party including Registrable Securities in a Registration Statement, together with the Company, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting, as well as such other documents customary in similar offerings, including custody agreements, powers of attorney and indemnification provisions relating to information provided in writing by an Investor Party. Any Investor Party holding Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.04(b) hereof or a condition described in Section 3.06 hereof, all Investor Parties will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement covering the sale of such shares of Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.04(b) hereof or notice from the Company of the termination of the Deferral Period and, if so directed by the Company, will promptly deliver to the Company all copies (other than any permanent file copies then in the Investor’s possession) of the most recent prospectus covering such Registrable Securities that was current at the time of receipt of such notice.

Conditions to Offerings. The obligations (a) Parent shall be entitled to (x) defer any registration of Registrable Securities and shall have the Company right not to take file and not to cause the actions contemplated by Sections 3.01effectiveness of any registration covering any Registrable Securities, 3.02 (y) suspend the use of any prospectus and 3.04 registration statement covering any Registrable Securities and (z) require the Investor of Registrable Securities to suspend any offerings or sales of Registrable Securities pursuant to a registration statement with respect to an offering of Registrable Securities for so long as either of the following conditions are not satisfied; provided, that, in the case of clauses (ii) and (iii) any such suspension or deferral shall only be permitted with respect to such non-complying Investor: (i) Parent shall be subject to the following conditions: (a) the Investor Parties shall conform to all applicable requirements of the Securities Act and Sections 13, 14 or 15(d) of the Exchange Act with respect to the offering and sale of securities; (b) the Investor shall advise each Underwriter through which any of the Registrable Securities are offered that the Registrable Securities are part of a distribution that is subject to the prospectus delivery requirements of the Securities Act; (cii) the Company Parent may require the Investor participating Investors to furnish to the Company Parent such information regarding the Investor participating Investors or the distribution of the such Registrable Securities as the Company Parent may from time to time-to-time reasonably request in writing, in each case only as required by the Securities Act or the rules and regulations thereunder or under state securities or blue sky laws; and (diii) in any underwritten offering pursuant to Section 3.01 or Section 3.02 hereofDemand Offering, any Investor Party including Registrable Securities in a Registration Statementthe participating Investors, together with Parent (for the Companyavoidance of doubt, shall not a condition to its obligations hereunder), will enter into an underwriting agreement in customary form accordance with Section 2.04(b) above with the Underwriter or Underwriters selected for such underwriting, as well as such other documents customary in similar offerings, including custody agreements, powers of attorney and indemnification provisions relating to information provided in writing by an Investor Party. Any Investor Party holding Registrable Securities agrees . (b) The Investors agree that, upon receipt of any notice from the Company Parent to such Investor of the happening of any event of the kind described in Section 3.04(b2.04(a)(iv) or Section 2.04(a)(v) hereof or a condition described in Section 3.06 2.06 hereof, all Investor Parties such Investors will forthwith discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering the sale of such shares of Registrable Securities until the Investor’s Investors’ receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.04(b2.04(a)(iv) hereof or notice from the Company Parent of the termination of the stop order or Deferral Period Period, the requesting Investor shall be entitled to withdraw such request and, if so directed by such request is withdrawn, such Registration Statement shall not count for the Company, will promptly deliver to the Company all copies (other than any permanent file copies then in the Investor’s possession) purposes of the most recent prospectus covering such Registrable Securities that was current at the time of receipt of such noticelimitations set forth in Section 2.01.

Conditions to Offerings. The obligations of the Company to take the actions contemplated by Sections 3.01, 3.02 5.01 and 3.04 5.02 with respect to an offering of Registrable Securities shall be subject to the following conditions: (a) With respect to each Demand Registration, the Investor Parties Registrable Securities specified in such request must constitute either 2% of the outstanding Registrable Securities or have a market value of not less than $25.0 million (based on the final sale price of the Class A Common Stock, or if not then listed or quoted, the Class B Common Stock, on the date the request for a Demand Registration is received by the Company) and shall be distributed in an underwritten firm commitment public offering. Nestle shall have the right to select the investment banker or bankers and lead manager or managers to administer the offering and its or their counsel; provided that the Company shall have the right to make a reasonable objection to such selection if such objection is based upon the Company's prior experience or relationship with such banker or manager; (b) There shall not have been an offering registered pursuant to Section 5.01 within the immediately preceding six months; (c) Nestle shall conform to all applicable requirements of the Securities 1933 Act and the Exchange 1934 Act with respect to the offering and sale of securities; (b) the Investor shall securities and advise each Underwriter underwriter, broker or dealer through which any of the Registrable Securities are offered that the Registrable Securities are part of a distribution that is subject to the prospectus delivery requirements of the Securities 1933 Act; (cd) the The Company may require the Investor Nestle to furnish to the Company such information regarding the Investor Nestle or the distribution of the Registrable Securities as the Company may from time to time reasonably request in writing, in each case only as required by the Securities 1933 Act or the rules and regulations thereunder or under state securities or blue sky laws; and (de) in any underwritten offering pursuant to Section 3.01 or Section 3.02 hereof, any Investor Party including Registrable Securities in a Registration Statement, together with the Company, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting, as well as such other documents customary in similar offerings, including custody agreements, powers of attorney and indemnification provisions relating to information provided in writing by an Investor Party. Any Investor Party holding Registrable Securities Nestle agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.04(b5.02(e)(6) hereof or a condition described in Section 3.06 hereof, all Investor Parties Nestle will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement registration covering the sale of such shares of Registrable Securities until the Investor’s Nestle's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.04(b5.02(e)(6) hereof or notice from the Company of the termination of the Deferral Period and, if so directed by the Company, will promptly deliver to the Company all copies (other than any permanent file copies then in the Investor’s possession) of the most recent prospectus covering such Registrable Securities that was current at the time of receipt of such noticehereof.

Conditions to Offerings. The obligations of the Company to take the actions contemplated by Sections 3.01, 3.02 and 3.04 with respect to an offering of Registrable Securities shall be subject to the following conditions: (a) the Investor Parties shall conform to all applicable requirements of the Securities Act and the Exchange Act with respect to the offering and sale of securities; (b) the Investor shall advise each Underwriter through which any of the Registrable Securities are offered that the Registrable Securities are part of a distribution that is subject to the prospectus delivery requirements of the Securities Act; (c) the Company may require the Investor to furnish to the Company such information regarding the Investor or the distribution of the Registrable Securities as the Company may from time to time reasonably request in writing, in each case only as required by the Securities Act or the rules and regulations thereunder or under state securities or blue sky laws; and (d) in any underwritten offering pursuant to Section 3.01 or Section 3.02 hereof, any Investor Party including Registrable Securities in a Registration Statement, together with the Company, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting, as well as such other documents customary in similar offerings, including including, custody agreements, powers of attorney and indemnification provisions relating to information provided in writing by an Investor Party. Any Investor Party holding Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.04(b) hereof or a condition described in Section 3.06 hereof, all Investor Parties will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement covering the sale of such shares of Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.04(b) hereof or notice from the Company of the termination of the Deferral Period and, if so directed by the Company, will promptly deliver to the Company all copies (other than any permanent file copies then in the Investor’s possession) of the most recent prospectus covering such Registrable Securities that was current at the time of receipt of such notice.

Conditions to Offerings. (a) The obligations of the Company Boron to take the actions contemplated by Sections 3.01‎Section 2.01, 3.02 ‎Section 2.02, ‎Section 2.03 and 3.04 ‎Section 2.06 with respect to an offering of Registrable Securities shall will be subject to the following conditions: (ai) Boron may require the Investor Parties shall conform relevant Shareholders to all applicable requirements of the Securities Act and the Exchange Act with respect furnish to the offering and sale of securities; (b) the Investor shall advise each Underwriter through which any of Boron such information regarding such Shareholders, the Registrable Securities are offered that the Registrable Securities are part of a distribution that is subject to the prospectus delivery requirements of the Securities Act; (c) the Company may require the Investor to furnish to the Company such information regarding the Investor or the distribution of the such Registrable Securities as the Company Boron may from time to time reasonably request in writing, in each case only as to the extent required by the Securities Act or and the rules and regulations thereunder promulgated thereunder, or under state securities or “blue sky sky” laws; and (dii) in any underwritten offering pursuant to Section 3.01 or Section 3.02 hereofUnderwritten Offering, any Investor Party including Registrable Securities in a Registration Statement, the relevant Shareholders together with the CompanyXxxxx and any other holders of Xxxxx’s securities proposing to include securities in any Underwritten Offering, shall will enter into an a customary underwriting agreement in customary form accordance with ‎Section 2.06(b) with the Underwriter or Underwriters selected for such underwriting, as well as such other documents customary in similar offerings, including custody agreements, powers of attorney and indemnification provisions relating to information provided in writing by an Investor Party. Any Investor Party holding Registrable Securities . (b) The Shareholders agrees that, upon receipt of any notice from the Company Boron of the happening of any event of the kind described in Section 3.04(b‎Section 2.06(a)(iv) hereof or ‎2.06(a)(v) or a condition described in Section 3.06 hereof‎Section 2.08(a), all Investor Parties the Shareholders will forthwith discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering the sale of such shares of Registrable Securities until the InvestorShareholder’s receipt of the copies of the supplemented or amended Prospectus contemplated by ‎Section 2.06(a)(iv) or notice from Boron of the termination of the stop order or Suspension Period. In the event Boron gives any such notice, the applicable time period mentioned in Section 2.02(b) during which a Registration Statement is to remain effective will be extended by the number of days during the period from and including the date of the giving of such notice pursuant to this Section 2.07(b) to and including the date when the Shareholders will have received the copies of the supplemented or amended prospectus contemplated by Section 3.04(b2.06(a)(iv) hereof or notice from the Company Boron of the termination of the Deferral Period and, if so directed stop order or Suspension Period. (c) Each Shareholder agrees that to the extent timely notified in writing by the CompanyUnderwriters managing any Underwritten Offering by Boron of shares of Boron Common Stock or any securities convertible into or exchangeable or exercisable for shares of Boron Common Stock, will promptly deliver each such Shareholder that is participating in such Underwritten Offering shall agree (the “Underwriter’s Lockup”) not to Transfer any Shares without the prior written consent of Boron or such Underwriters during the period beginning seven (7) days before and ending one hundred twenty (120) days (or, in either case, such lesser period as may be permitted for all Shareholders by Boron or such managing Underwriter or Underwriters) after the pricing date of such Underwritten Offering, subject to any exceptions permitted by such managing Underwriter or Underwriters; provided that any Underwriter’s Lockup shall contain customary exceptions providing that such Shareholder and its Affiliates, other than such Shareholder, may engage in brokerage, investment advisory, financial advisory, anti-raid advisory, merger advisory, financing, asset management, trading, market making, arbitrage, principal investing and other similar activities conducted in the ordinary course of their Affiliates’ business, other than with respect to the Company Shares owned by such Shareholder. The Underwriter’s Lockup shall provide that if all copies (other than any permanent file copies then in the Investor’s possession) or a portion of the most recent prospectus covering Shares of any Shareholder is released from an Underwriter’s Lockup or all or a portion of the Shares of any other party who entered into a substantially similar agreement with the Underwriters in connection with such Registrable Securities that was current at Underwritten Offering is released from such agreement, then the time same percentage of receipt the shares of such noticeeach Shareholder shall be released from the Underwriter’s Lockup.

Conditions to Offerings. The obligations of the Company Partnership (or the Successor Company) to take the actions contemplated by Sections 3.01, 3.02 and 3.04 Section 11.1 with respect to an offering of Registrable Securities Shares shall be subject to the following conditions: (a) The Registrable Shares shall be distributed in an underwritten firm commitment public offering. The Partnership shall have the Investor Parties right to select the investment banker or bankers and lead manager or managers to administer the initial public offering of the Common Shares; provided that such lead manager or mangers must be reasonably acceptable to the Original Stockholder who delivered the Demand Notice. The Participating Stockholders shall have the right to select the investment banker or bankers and lead manager or managers to administer the offering and its or their counsel in any subsequent underwritten offering; provided that such lead manager or managers and such counsel must be reasonably satisfactory to the Successor Company; and (b) The Participating Stockholders shall conform to all applicable requirements of the Securities Act and the Exchange Act with respect to the offering and sale of securities; (b) the Investor such Registrable Shares and shall advise each Underwriter underwriter, broker or dealer through which any of the such Registrable Securities Shares are offered that the such Registrable Securities Shares are part of a distribution that is subject to the prospectus delivery requirements of the Securities Act; . The Partnership (cor Successor Company) the Company may require the Investor Participating Stockholders to furnish to the Company Partnership (or Successor Company) such information regarding the Investor Participating Stockholders or the distribution of the Registrable Securities Shares as the Company Partnership (or Successor Company) may from time to time reasonably request in writing, in each case only as required by the Securities Act or the rules and regulations thereunder or under state securities or blue sky laws; and (d) in any underwritten offering pursuant to Section 3.01 or Section 3.02 hereof, any Investor Party including Registrable Securities in a Registration Statement, together with the Company, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting, as well as such other documents customary in similar offerings, including custody agreements, powers of attorney and indemnification provisions relating to information provided in writing by an Investor Party. Any Investor Party holding Registrable Securities Each Participating Stockholder agrees that, upon receipt of any notice from the Company Partnership (or Successor Company) of the happening of any event of the kind described in Section 3.04(b11.3(d) hereof or a condition described in Section 3.06 hereofof this Agreement, all Investor Parties such Participating Stockholder will forthwith discontinue disposition of Registrable Securities Shares pursuant to the Registration Statement registration covering the sale of such shares of Registrable Securities Shares until the Investor’s such Participating Stockholder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.04(b) hereof or notice from the Company of the termination of the Deferral Period and, if so directed by the Company, will promptly deliver to the Company all copies (other than any permanent file copies then in the Investor’s possession11.3(a) of the most recent prospectus covering such Registrable Securities that was current at the time of receipt of such noticethis Agreement.

Conditions to Offerings. (a) The obligations of the Company to take the actions contemplated by Sections 3.01, 3.02 and 3.04 with respect to an offering of Registrable Securities shall (including any Takedown Offering) will be subject to the following conditions: (ai) the Investor Parties Participating Stockholders shall conform to comply with all applicable requirements of the Securities Act and the Exchange Act with respect to the offering and sale of securities; (bii) the Investor Participating Stockholders shall advise each Underwriter through which any of the Registrable Securities are offered that the Registrable Securities are part of a distribution that is subject to the prospectus delivery requirements of the Securities Act; (ciii) the Company may require any of the Investor Participating Stockholders to furnish to the Company such information regarding such Participating Stockholder, the Investor Registrable Securities or the distribution of the such Registrable Securities as the Company may from time to time reasonably request in writing, writing (and the Participating Stockholders shall promptly notify the Company of any changes in each case only as required by the Securities Act or the rules and regulations thereunder or under state securities or blue sky lawssuch information); and (div) in any underwritten offering Underwritten Offering pursuant to Section 3.01 or Section 3.02 hereof, any Investor Party including Registrable Securities in a Registration Statementthe Participating Stockholders, together with the CompanyCompany and any other holders participating in such Underwritten Offering, shall will enter into an underwriting agreement in customary form accordance with Section 3.04(b) with the Underwriter or Underwriters selected for such underwriting, as well as such other documents customary in similar offerings, including custody agreements, powers . (b) Each of attorney and indemnification provisions relating to information provided in writing by an Investor Party. Any Investor Party holding Registrable Securities the Participating Stockholders agrees that, upon receipt by such Participating Stockholder of any notice from the Company of the happening of any event of the kind described in Section 3.04(b3.04(a)(iv) hereof or 3.04(a)(viii) or a condition described in Section 3.06 hereof3.06, all Investor Parties the Participating Stockholders will forthwith promptly discontinue disposition of such Registrable Securities pursuant to the Registration Statement or Takedown Offering covering the sale of such shares of Registrable Securities until the Investorsuch Participating Stockholder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.04(b3.04(a)(iv) hereof or notice from the Company of the termination of the Deferral Period and, if so directed by the Company, will promptly deliver to the Company all copies (other than any permanent file copies then in the Investor’s possession) of the most recent prospectus covering such Registrable Securities that was current at the time of receipt of such noticestop order.

Conditions to Offerings. The obligations of the Company ATI to take the actions contemplated by Sections 3.01, 3.02 and 3.04 Section 9.1 with respect to an offering of Registrable Securities Shares shall be subject to the following conditions: (a) if the Investor Parties Registrable Shares are to be transferred pursuant to Section 8.1(d), the Trustee shall have the right to (b) in the event that the Registrable Shares are to be transferred pursuant to Section 8.1(c), such Registrable Shares shall be transferred only to a Person that the Trustee believes in good faith after due inquiry is eligible with respect to the Registrable Shares to file a Statement on Schedule 13G pursuant to Rule 13d-1(b)(i) under the Exchange Act (without regard to the Beneficial Ownership threshold set forth in such Rule), as such Rule was in effect on September 30, 1995. The Trustee shall have the right to select the investment banker or bankers and, if applicable, the lead manager or managers to administer the offering and its or their counsel, provided that such lead manager or managers and such counsel must be reasonably satisfactory to ATI; (c) there shall not have been an offering registered pursuant to Section 9.1 of this Trust Agreement within the immediately preceding six months; and (d) the Trustee shall conform to all applicable requirements of the Securities Act and the Exchange Act applicable to it with respect to the offering and sale of securities; (b) the Investor such Registrable Shares and shall advise each Underwriter underwriter, broker or dealer through which any of the such Registrable Securities Shares are offered that the such Registrable Securities Shares are part of a distribution that is subject to the prospectus delivery requirements of the Securities Act; (c) the Company may require the Investor to furnish to the Company such information regarding the Investor or the distribution of the Registrable Securities as the Company may from time to time reasonably request in writing, in each case only as required by the Securities Act or the rules and regulations thereunder or under state securities or blue sky laws; and (d) in any underwritten offering pursuant to Section 3.01 or Section 3.02 hereof, any Investor Party including Registrable Securities in a Registration Statement, together with the Company, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting, as well as such other documents customary in similar offerings, including custody agreements, powers of attorney and indemnification provisions relating to information provided in writing by an Investor Party. Any Investor Party holding Registrable Securities The Trustee agrees that, upon receipt of any notice from the Company ATI of the happening of any event of the kind described in Section 3.04(b9.3(d) hereof or a condition described in Section 3.06 hereofof this Agreement, all Investor Parties the Trustee will forthwith discontinue disposition of Registrable Securities Shares pursuant to the Registration Statement covering the sale of such shares of Registrable Securities until the Investor’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.04(b) hereof or notice from the Company of the termination of the Deferral Period and, if so directed by the Company, will promptly deliver to the Company all copies (other than any permanent file copies then in the Investor’s possession) of the most recent prospectus registration covering such Registrable Securities that was current at Shares until the time of receipt of such notice.Trustee's

Conditions to Offerings. (a) The obligations of the Company to take the actions contemplated by Sections 3.01, 3.02 Section 2.1 and 3.04 Section 2.2 with respect to an offering of Registrable Securities shall will be subject to the following conditions: (a) the Investor Parties shall conform to all applicable requirements of the Securities Act and the Exchange Act with respect to the offering and sale of securities; (b) the Investor shall advise each Underwriter through which any of the Registrable Securities are offered that the Registrable Securities are part of a distribution that is subject to the prospectus delivery requirements of the Securities Act; (ci) the Company may require the Investor any Participating Shareholder to furnish to the Company such information regarding each Participating Shareholder, the Investor Registrable Securities or the distribution of the such Registrable Securities as the Company may from time to time reasonably request in writing, in each case only as to the extent reasonably required by the Securities Act or and the rules and regulations thereunder promulgated thereunder, or under state securities or “blue sky sky” laws; and (dii) in any the event of an underwritten offering pursuant to Section 3.01 or Section 3.02 hereofoffering, any Investor Party including Registrable Securities in a Registration Statementeach Participating Shareholder, together with the Company and any other holders of the Company’s securities proposing to include securities in such underwritten offering, shall will enter into an a customary underwriting agreement in customary form with the Underwriter underwriter or Underwriters underwriters selected for such underwriting, as well as such other documents customary in similar offerings, offerings including custody lock-up agreements, powers of attorney and indemnification provisions relating to information provided in writing by an Investor Party. Any Investor Party holding Registrable Securities . (b) Each Participating Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.04(b2.3(e) hereof or 2.3(g) or a condition described in Section 3.06 hereof2.5, all Investor Parties such Participating Shareholder will forthwith discontinue disposition of such Registrable Securities pursuant to the Registration Statement covering the sale of such shares of Registrable Securities until the Investorsuch Participating Shareholder’s receipt of the copies of the supplemented or amended prospectus Prospectus contemplated by Section 3.04(b2.3(e) hereof or notice from the Company of the termination of the Deferral Period and, if so directed by the Company, will promptly deliver to the Company all copies (other than any permanent file copies then in the Investor’s possession) of the most recent prospectus covering such Registrable Securities that was current at the time of receipt of such noticestop order or Suspension Period.

Conditions to Offerings. The obligations of the Company to take the actions contemplated by Sections 3.01, 3.02 and 3.04 with respect to an offering of Registrable Securities shall be subject to the following conditions: (a) the Investor Parties Requesting Holders shall conform to all applicable requirements of the Securities Act and the Exchange Act with respect to the offering and sale of securities; (b) the Investor Requesting Holders shall advise each Underwriter through which any of the Registrable Securities are offered that the Registrable Securities are part of a distribution that is subject to the prospectus delivery requirements of the Securities Act; (c) the Company may require the Investor Requesting Holders to furnish to the Company such information regarding the Investor Requesting Holders or the distribution of the Registrable Securities as the Company may from time to time reasonably request in writing, in each case only as required by the Securities Act or the rules and regulations thereunder or under state securities or blue sky laws; and (d) in any underwritten offering pursuant to Section 3.01 or Section 3.02 hereof, any Investor Party including Registrable Securities in a Registration StatementRequesting Holder, together with the Company, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting, as well as such other documents customary in similar offerings, including custody agreements, powers of attorney and indemnification provisions relating to information provided in writing by an Investor Partythe Requesting Holders. Any Investor Party holding Registrable Securities Each Requesting Holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.04(b3.04(c) hereof or a condition described in Section 3.06 hereof, all Investor Parties Requesting Holders will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement covering the sale of such shares of Registrable Securities until the Investor’s Requesting Holder's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.04(b3.04(c) hereof or notice from the Company of the termination of the Deferral Period and, if so directed by the Company, will promptly deliver to the Company all copies (other than any permanent file copies then in the Investor’s such Requesting Holder's possession) of the most recent prospectus covering such Registrable Securities that was current at the time of receipt of such notice.

Conditions to Offerings. The obligations of the Company Xxxxxxxx American to take the actions contemplated by Sections 3.01, 3.02 and 3.04 with respect to an offering of Registrable Securities shall be subject to the following conditions: (a) the Investor Parties shall conform to all applicable requirements of the Securities Act and the Exchange Act with respect to the offering and sale of securities; (b) the Investor B&W shall advise each Underwriter through which any of the Registrable Securities are offered that the Registrable Securities are part of a distribution that is subject to the prospectus delivery requirements of the Securities Act; (c) the Company Xxxxxxxx American may require the Investor B&W to furnish to the Company Xxxxxxxx American such information regarding the Investor B&W or the distribution of the Registrable Securities as the Company Xxxxxxxx American may from time to time reasonably request in writing, in each case only as required by the Securities Act or the rules and regulations thereunder or under state securities or blue sky laws; and (d) in any underwritten offering pursuant to Section 3.01 or Section 3.02 hereof, any Investor Party including Registrable Securities in a Registration Statement, together with the CompanyXxxxxxxx American, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting, as well as such other documents customary in similar offerings, including including, custody agreements, powers of attorney and indemnification provisions relating to information provided in writing by an Investor Party. Any Investor Party holding Registrable Securities agrees that, upon receipt of any notice from the Company Xxxxxxxx American of the happening of any event of the kind described in Section 3.04(b3.04(c) hereof or a condition described in Section 3.06 hereof, all Investor Parties B&W will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement covering the sale of such shares of Registrable Securities until the Investor’s B&W's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.04(b3.04(c) hereof or notice from the Company Xxxxxxxx American of the termination of the Deferral Period and, if so directed by the CompanyXxxxxxxx American, will promptly deliver to the Company Xxxxxxxx American all copies (other than any permanent file copies then in the Investor’s B&W's possession) of the most recent prospectus covering such Registrable Securities that was current at the time of receipt of such notice.

Conditions to Offerings. (a) The obligations of the Company AirTouch to take the actions contemplated by Sections 3.01, 3.02 6.1 and 3.04 6.3 with respect to an offering (i) The aggregate gross proceeds of the offering of Registrable Securities shall be subject no less than $350 million (in the case of Common Stock or Monetizing Securities relating to Common Stock) or $250 million (in the following conditions:case of Preferred Stock or Monetizing Securities relating to Preferred Stock); (aii) U S WEST shall have the Investor Parties right to select the lead manager to administer the offering and its counsel, provided that such lead manager shall be selected from among the investment banking firms set forth on Exhibit A hereto after consultation with AirTouch, and such counsel must be reasonably satisfactory to AirTouch; (iii) AirTouch shall have the right to select the senior co-manager of the offering (provided that such selection shall be made after consultation with U S WEST) who shall have greater than customary co-manager involvement in and access to information regarding all aspects of the offering and greater than customary co-manager participation in the economics of the transaction (which greater than customary participation in the economics of the transaction shall be determined by U S WEST); (iv) U S WEST and its lead manager shall use reasonable efforts to effect a wide distribution of such Registrable Shares; (v) U S WEST shall provide, and shall cause its lead manager to provide, to AirTouch such information regarding the distribution of the Registrable Shares (or related Monetizing Securities) as AirTouch may from time to time reasonably request (including, without limitation, all reports and other information regarding the status of the formation of the "books" of the offering provided to U S WEST during the offering process (at the same time as such reports and other information are provided to U S WEST) and the ability to review the "books" of the offering at the time of pricing of the offering); (vi) A registration statement filed by AirTouch pursuant to Section 6.1 shall not have been declared effective within the immediately preceding six months; (vii) U S WEST shall conform to all applicable requirements of the Securities Act and the Exchange Act applicable to it with respect to the offering and sale of securities;such Registrable Shares and shall advise each underwriter, broker or dealer through which any of such Registrable Shares are offered that such Registrable Shares are part of a distribution (viii) U S WEST shall promptly notify AirTouch of the completion of the distribution of the offering of such Registrable Shares. (b) AirTouch's obligations pursuant to Sections 6.1 and 6.3 shall be suspended during any "holdback" or "lock-up" period (which shall in no event exceed 90 days) in effect under any underwriting arrangements by which AirTouch is bound; provided that during such "holdback" or "lock-up" period AirTouch shall take all reasonable actions in preparation for fulfilling its obligations pursuant to Sections 6.1 and 6.3 promptly following the Investor shall advise each Underwriter through which any of the Registrable Securities are offered that the Registrable Securities are part of a distribution that is subject to the prospectus delivery requirements of the Securities Act;expiration thereof. (c) the Company may require the Investor to furnish to the Company such information regarding the Investor or the distribution of the Registrable Securities as the Company may from time to time reasonably request in writing, in each case only as required by the Securities Act or the rules and regulations thereunder or under state securities or blue sky laws; and (d) in any underwritten offering pursuant to Section 3.01 or Section 3.02 hereof, any Investor Party including Registrable Securities in a Registration Statement, together with the Company, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting, as well as such other documents customary in similar offerings, including custody agreements, powers of attorney and indemnification provisions relating to information provided in writing by an Investor Party. Any Investor Party holding Registrable Securities U S WEST agrees that, upon receipt of any notice from the Company AirTouch of the happening of any event of the kind described in Section 3.04(b) hereof 6.3(d), or a condition described in Section 3.06 hereofthe issuance by the SEC or other regulatory authority of any stop order or other order suspending or limiting the offer or sale of the Registrable Shares, all Investor Parties U S WEST will forthwith discontinue disposition of Registrable Securities Shares pursuant to the Registration Statement registration covering the sale of such shares of Registrable Securities Shares until the Investor’s U S WEST's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.04(bSections 6.3(a) hereof and 6.3(d) or notice from the Company AirTouch notifies U S WEST of the termination of the Deferral Period and, if so directed by the Company, will promptly deliver to the Company all copies (other than any permanent file copies then in the Investor’s possession) of the most recent prospectus covering such Registrable Securities that was current at the time of receipt lifting of such noticestop order or similar order; provided, however, that the effectiveness period referred to in Section 6.3(j) shall be tolled for the duration of any such discontinuance and AirTouch shall use its best efforts to have such stop order or other order promptly lifted. (d) U S WEST shall, and shall direct each of its underwriters and other Inspectors to, hold all confidential information made available or provided hereunder by AirTouch or its officers, directors, employees, agents or other representatives in strict confidence (unless disclosure of such information is ordered pursuant to a court or other governmental order).

Conditions to Offerings. The obligations of the Company to take the actions contemplated by Sections 3.01, 3.02 5.01 and 3.04 5.02 with respect to an offering of Registrable Securities shall be subject to the following conditions: (a) With respect to each Demand Registration, the Investor Parties Registrable Securities specified in such request must constitute either 2% of the outstanding Registrable Securities or have a market value of not less than $25.0 million (based on the final sale price of the Class A Common Stock, or if not then listed or quoted, the Class B Common Stock, on the date the request for a Demand Registration is received by the Company) and shall be distributed in an underwritten firm commitment public offering. Nestle shall have the right to select the investment banker or bankers and lead manager or managers to administer the offering and its or their counsel; PROVIDED THAT the Company shall have the right to make a reasonable objection to such selection if such objection is based upon the Company's prior experience or relationship with such banker or manager; (b) There shall not have been an offering registered pursuant to Section 5.01 within the immediately preceding six months; (c) Nestle shall conform to all applicable requirements of the Securities 1933 Act and the Exchange 1934 Act with respect to the offering and sale of securities; (b) the Investor shall securities and advise each Underwriter underwriter, broker or dealer through which any of the Registrable Securities are offered that the Registrable Securities are part of a distribution that is subject to the prospectus delivery requirements of the Securities 1933 Act; (cd) the The Company may require the Investor Nestle to furnish to the Company such information regarding the Investor Nestle or the distribution of the Registrable Securities as the Company may from time to time reasonably request in writing, in each case only as required by the Securities 1933 Act or the rules and regulations thereunder or under state securities or blue sky laws; and (de) in any underwritten offering pursuant to Section 3.01 or Section 3.02 hereof, any Investor Party including Registrable Securities in a Registration Statement, together with the Company, shall enter into an underwriting agreement in customary form with the Underwriter or Underwriters selected for such underwriting, as well as such other documents customary in similar offerings, including custody agreements, powers of attorney and indemnification provisions relating to information provided in writing by an Investor Party. Any Investor Party holding Registrable Securities Nestle agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.04(b5.02(e)(6) hereof or a condition described in Section 3.06 hereof, all Investor Parties Nestle will forthwith discontinue disposition of Registrable Securities pursuant to the Registration Statement registration covering the sale of such shares of Registrable Securities until the Investor’s Nestle's receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.04(b5.02(e)(6) hereof or notice from the Company of the termination of the Deferral Period and, if so directed by the Company, will promptly deliver to the Company all copies (other than any permanent file copies then in the Investor’s possession) of the most recent prospectus covering such Registrable Securities that was current at the time of receipt of such noticehereof.