Common use of Demand by Holders Clause in Contracts

Demand by Holders. Onex or GSCP may make a written request, at any time on or after the Initial Public Offering, to the Company for Registration of Registrable Securities held by such Holders and any other Holders of Registrable Securities. Any such requested Registration shall hereinafter be referred to as a “Demand Registration.” Any Demand Registration may request that the Company register Registrable Securities on an appropriate form, including a Shelf Registration Statement and, if the Company is a well-known seasoned issuer, an automatic shelf registration statement. Each request for a Demand Registration shall specify the kind and aggregate amount of Registrable Securities to be Registered and the intended methods of disposition thereof (including, without limitation, a Partner Distribution). Within 30 days of a request for a Demand Registration, the Company shall file a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”), and shall use its best efforts to cause such Demand Registration Statement to promptly (but in any event within 90 days of receipt of the written request for a Demand Registration) be declared effective under (i) the Securities Act and (ii) the “Blue Sky” laws of such jurisdictions as any Holder of Registrable Securities being registered under such Registration or any underwriter, if any, requests.

Demand by Holders. Onex If, on or GSCP at any time after the Effectiveness Date, the Shelf Registration Statement is not effective under the Securities Act or is not available for use by the holders, then at any time thereafter the holders of not less than 25% of any Class of Registrable Securities may make a written request, at any time on or after the Initial Public Offering, request to the Company for Registration of Registrable Securities held by such Holders holders and any other Holders holders of Registrable Securities; provided, that the estimated market value or stated value of the Registrable Securities to be so Registered in at least $10 million in the aggregate at the time such request is made. Any such requested Registration shall hereinafter be referred to as a “"Demand Registration.” Any Demand Registration may request that the Company register Registrable Securities on an appropriate form, including a Shelf Registration Statement and, if the Company is a well-known seasoned issuer, an automatic shelf registration statement. " Each request for a Demand Registration shall specify the kind and aggregate amount of Registrable Securities to be Registered and the intended methods of disposition thereof (including, without limitation, a Partner Distribution)thereof. Within 30 days of a request for a Demand Registration, the Company Parties shall file a Registration Statement relating to such Demand Registration (a “"Demand Registration Statement”"), and shall use its their best efforts to cause such Demand Registration Statement to promptly (but in any event within 90 days of receipt of the written request for a Demand Registration) be declared effective under (i) the Securities Act and (ii) the “"Blue Sky” " laws of such jurisdictions as any Holder holder of Registrable Securities being registered under such Registration or any underwriter, if any, reasonably requests.

Demand by Holders. Onex If at any time or GSCP from time to time after the Resale Date, there is no currently effective Shelf Registration Statement on file with the SEC under which an Investor holding, in the aggregate, not less than 5% of the Registrable Securities then outstanding could sell all of its Registrable Securities, such Investor may make a written request, at any time on or after the Initial Public Offering, request to the Company for Registration of all, but not less than all, the Registrable Securities held by such Holders and any other Holders of Registrable SecuritiesInvestor (a “Demanding Investor”). Any such requested Registration shall hereinafter be referred to as a “Demand Registration.” Any Demand Registration may request that the Company register Registrable Securities on an appropriate form, including a Shelf Registration Statement and, if the Company is a well-known seasoned issuer, an automatic shelf registration statement. Each request for a Demand Registration shall specify the kind and aggregate amount of Registrable Securities to be Registered and the intended methods of disposition thereof (including, without limitation, a Partner Distribution)thereof. Within 30 60 days of a request for a Demand Registration, the Company shall file a Registration Statement relating to such Demand Registration (a “Demand Registration Statement”), and shall use its reasonable best efforts to cause such Demand Registration Statement to promptly (but in any event within 90 days of receipt of the written request for a Demand Registration) be declared effective under (i) the Securities Act and (ii) the “Blue Sky” laws of such jurisdictions jurisdictions, as any Holder of Registrable Securities being registered under such Registration managing underwriter or any underwriterunderwriters, if any, requestsor their counsel reasonably request.