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 of the Stockholders made at any time and from time to time, the Company will facilitate in the manner described in this Agreement a “takedown” off of an effective shelf registration statement of shares held by them that are registered on such shelf. In connection with any shelf takedown (whether pursuant to the exercise of such demand rights or at the initiative of the Company) in connection with which a lockup will be imposed, the Stockholders may exercise piggyback rights to have included in such takedown shares held by them that are registered on such shelf. Notwithstanding the foregoing, the Stockholders may not demand a shelf takedown unless the shares requested to be sold by the demanding Stockholders in such takedown have an aggregate market value (based on the most recent closing price of the Company’s common stock at the time of the demand) of at least $100 million.

Demand and Piggyback Rights for Shelf Takedowns. Upon the demand of one or more of the Stockholders (other than Centerview) 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 of shares held by them that are registered on such shelfstatement. In connection with any underwritten shelf takedown (whether pursuant to the exercise of such demand rights or at the initiative of the Company) in connection with which a lockup will be imposed), the Stockholders may exercise piggyback rights to have included in such takedown shares held by them that are registered on such shelf. Notwithstanding the foregoing, the 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 or LuxCo unless the shares requested to be sold by the demanding Stockholders in such takedown have an aggregate market value (based on the most recent closing price of the Company’s common stock Common Stock at the time of the demand) of at least $100 million.