Common use of Demand and Piggyback Rights for Shelf Takedowns Clause in Contracts

Demand and Piggyback Rights for Shelf Takedowns. Upon the demand of one or more Carlyle Stockholders made at any time and from time to time, the Company will facilitate in the manner described in this Agreement a “takedown” of Shares off of an effective shelf registration statement. In connection with any underwritten shelf takedown (whether pursuant to the exercise of such demand rights or at the initiative of the Company), the Carlyle Stockholders may exercise piggyback rights to have included in such takedown Shares held by them that are registered on such shelf. Notwithstanding the foregoing, Carlyle Stockholders may not demand a shelf takedown for an offering that will result in the imposition of a lockup on the Company and the Stockholders unless the Shares requested to be sold by the demanding Carlyle Stockholders in such takedown have an aggregate market value (based on the most recent closing price of the Common Stock at the time of the demand) of at least $50 million or such lesser amount if all Shares held by the demanding Carlyle Stockholders are requested to be sold.

Demand and Piggyback Rights for Shelf Takedowns. Upon the demand of one or more Carlyle Stockholders Shareholders made at any time and from time to time, the Company will facilitate in the manner described in this Agreement a “takedown” of Shares off of an effective shelf registration statement. In connection with any underwritten shelf takedown (whether pursuant to the exercise of such demand rights or at the initiative of the Company), the Carlyle Stockholders Shareholders may exercise piggyback rights to have included in such takedown Shares held by them that are registered on such shelf. Notwithstanding the foregoing, Carlyle Stockholders Shareholders may not demand a shelf takedown for an offering that will result in the imposition of a lockup on the Company and the Stockholders Shareholders unless the Shares requested to be sold by the demanding Carlyle Stockholders Shareholders in such takedown have an aggregate market value (based on the most recent closing price of the Common Stock Ordinary Shares at the time of the demand) of at least $50 million (or such lesser amount if all Shares held by the demanding Carlyle Stockholders Shareholders are requested to be sold).

Demand and Piggyback Rights for Shelf Takedowns. Upon the demand of one or more Carlyle LGP Stockholders made at any time and from time to time, the Company will facilitate in the manner described in this Agreement a “takedown” of Shares off of an effective shelf registration statement. In connection with any underwritten shelf takedown (whether pursuant to the exercise of such demand rights or at the initiative of the Company), the Carlyle Stockholders may exercise piggyback rights to have included in such takedown Shares held by them that are registered on such shelf. Notwithstanding the foregoing, Carlyle LGP Stockholders may not demand a shelf takedown for an offering that will result in the imposition of a lockup on the Company and the Stockholders unless the Shares requested to be sold by the demanding Carlyle Stockholders in such takedown have an aggregate market value (based on the most recent closing price of the Common Stock at the time of the demand) of at least $50 100 million or such lesser amount if all Shares held by the demanding Carlyle LGP Stockholders are requested to be sold.

Demand and Piggyback Rights for Shelf Takedowns. Upon the demand of one or more Carlyle Stockholders Demand Holder made at any time and from time to time, the Company Parent will facilitate in the manner described in this Agreement a “takedown” of Shares off of an effective shelf registration statement. In connection with any underwritten shelf takedown (whether pursuant to the exercise of such demand rights or at the initiative of the CompanyParent), subject to Section 3(b)(v) below, the Carlyle Management Stockholders and Parties may exercise piggyback rights to have included in such takedown Shares held by them that are registered on such shelf. Notwithstanding the foregoing, Carlyle Stockholders the Demand Holders may not demand a shelf takedown for an offering that will result in the imposition of a lockup on the Company Parent and the Stockholders unless the Shares requested to be sold by the demanding Carlyle Stockholders Demand Holder(s) in such takedown have an aggregate market value (based on the most recent closing price of the Common Stock at the time of the demand) of at least $50 100 million or such lesser amount if all Shares held by the demanding Carlyle Stockholders Demand Holder(s) are requested to be sold.

Demand and Piggyback Rights for Shelf Takedowns. Upon the demand of one or more Carlyle LGP Stockholders made at any time and from time to time, the Company will facilitate in the manner described in this Agreement a “takedown” of Shares off of an effective shelf registration statement. In connection with any underwritten shelf takedown (whether pursuant to the exercise of such demand rights or at the initiative of the Company), the Carlyle Stockholders may exercise piggyback rights to have included in such takedown Shares held by them that are registered on such shelf. Notwithstanding the foregoing, Carlyle LGP Stockholders may not demand a shelf takedown for an offering that will result in the imposition of a lockup on the Company and the Stockholders unless the Shares requested to be sold by the demanding Carlyle Stockholders in such takedown have an aggregate market value (based on the most recent closing price of the Common Stock at the time of the demand) of at least $50 million or such lesser amount if all Shares held by the demanding Carlyle LGP Stockholders are requested to be sold.

Demand and Piggyback Rights for Shelf Takedowns. Upon the demand of one or more Carlyle Stockholders of TCP or PXXX made at any time and from time to time, the Company will facilitate in the manner described in this Agreement a “takedown” of Shares Registrable Securities off of an effective shelf registration statement. In connection with any underwritten shelf takedown (whether pursuant to the exercise of such demand rights or at the initiative of the Company), the Carlyle Stockholders Holders may exercise piggyback rights to have included in such takedown Shares Registrable Securities held by them that are registered on such shelf. Notwithstanding the foregoing, Carlyle Stockholders Holders may not demand a shelf takedown for an offering that will result in the imposition of a lockup lock-up on the Company and the Stockholders Holders unless the Shares Registrable Securities requested to be sold by the demanding Carlyle Stockholders Holders in such takedown have an aggregate market value (based on the most recent closing price of the Common Stock at the time of the demand) of at least $50 million or such lesser amount if all Shares held by the demanding Carlyle Stockholders are requested to be sold50.0 million.