Common use of Effective Registration Clause in Contracts

Effective Registration. PubCo shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwriters, a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Effective Registration. PubCo shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to such registration is declared effective by the SEC and remains continuously effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwriters, a prospectus is required by law Law to be delivered in connection with sales of Registrable Securities by an Underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency Governmental Entity or court or (ii) the conditions specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Effective Registration. PubCo The Corporation shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offeringunderwritten offering, such longer period as, in the opinion of counsel for the Underwritersunderwriters, a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offeringunderwritten offering, such longer period as, in the opinion of counsel for the Underwritersunderwriters, a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will shall terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe Demanding Sponsor.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration with respect to the applicable Demand Party for purposes of Section 2.11 if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 120 days (or such shorter period as will shall terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected for purposes of Section 2.11 if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or court, (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating HolderDemand Party or (iii) there is a Demand Suspension.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offeringunderwritten offering, such longer period as, as in the opinion of counsel for the Underwritersunderwriters, a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Effective Registration. PubCo A Demand Registration shall be deemed to have effected a Demand Registration occurred if the Registration Statement pursuant to such registration is declared relating thereto (i) has become effective by under the SEC Securities Act and remains (ii) has remained effective for not less than one hundred eighty (180) a period of at least 180 calendar days (or such shorter period as will terminate when in which all Registrable Securities covered by of the Participating Shareholders included in such Registration Statement registration have actually been sold thereunder or withdrawn), ) or, if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus is required by law Law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No ; provided, that a Demand Registration shall not be deemed to have been effected if occurred if, (iA) during the Demand Period Period, such registration Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency Governmental Entity or court or court, (iiB) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderany Participating Shareholder or (C) the Maximum Offering Size (as defined below) is reduced in accordance with Section 2(g) such that less than seventy-five percent (75%) of the Registrable Securities that the Requesting Shareholder sought to be included in such registration are included.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration with respect to the applicable Demand Party for purposes of Section 2.11 if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will shall terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected for purposes of Section 2.11 if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating HolderDemand Party.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration with respect to the Demand Party for purposes of Section 2.10 if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will shall terminate when all Registrable Securities covered by such Registration Statement or Canadian Prospectus have been sold or withdrawn) or a receipt has been issued for the final Canadian Prospectus by the applicable Commission(s), oras applicable, or if such Registration Statement and/or Canadian Prospectus relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected for purposes of Section 2.10 if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC SEC, the Commissions or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating HolderDemand Party.

Effective Registration. PubCo A Demand Registration shall be deemed to have effected a Demand Registration occurred if the Registration Statement pursuant to such registration is declared relating thereto (i) has become effective by under the SEC Securities Act and remains (ii) has remained effective for not less than one hundred eighty (180) a period of at least 180 calendar days (or such shorter period as will terminate when in which all Registrable Securities covered by of the Participating Shareholders included in such Registration Statement registration have actually been sold thereunder or withdrawn), ) or, if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus is required by law Law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No ; provided, that a Demand Registration shall not be deemed to have been effected if occurred if, (iA) during the Demand Period Period, such registration Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or court, (iiB) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderany Requesting Shareholder or (C) the Maximum Offering Size (as defined below) is reduced in accordance with Section 2(g) such that less than seventy-five percent (75%) of the Registrable Securities that the Requesting Shareholder sought to be included in such registration are included.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared becomes effective by the SEC and remains effective for not less than one hundred and eighty (180) days (or such shorter period as will shall terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration or the successful completion of the relevant sale is interfered with prevented by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe Demand Holders.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offeringunderwritten offering, such longer period as, in the opinion of counsel for the Underwritersunderwriters, a prospectus is required by law Law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Effective Registration. PubCo Other than for a Shelf Registration, LPL shall be deemed to have effected a Demand Registration only if the Registration Statement pursuant relating to such registration Registration is declared effective by the SEC and remains effective for (i) not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, or (ii) if such Registration Statement relates to an Underwritten Offeringunderwritten offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Registration Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Registration Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating HolderSponsor.

Effective Registration. PubCo A registration request pursuant to Section 5.2(a) shall not be deemed to have effected a Demand Registration if unless the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), sold) or, if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Effective Registration. PubCo The Issuer shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared has become effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will shall terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law law, to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe Demanding Investor.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offeringunderwritten offering, such longer period as, in the opinion of counsel for the Underwritersunderwriters, a prospectus Prospectus is required by law Law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating HolderSponsor Fund.

Effective Registration. PubCo The Partnership shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will shall terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating the Demanding Holder.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less fewer than one hundred eighty (180) 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (in either case, such period being the applicable period, the “"Demand Period”"). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period Period, such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holdersatisfied.

Effective Registration. PubCo A registration request pursuant to Section 5.1(a) shall not be deemed to have effected a Demand Registration if unless the Demand Registration Statement pursuant to such registration is declared effective by the SEC (or, in the case of a Demand Registration Statement filed with the SEC when the Company is a WKSI, when such Demand Registration Statement is so filed) and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), sold) or, if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Effective Registration. PubCo The Issuer shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared has become effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Effective Registration. PubCo A Demand Registration shall be deemed to have effected a Demand Registration occurred if the Registration Statement pursuant to such registration is declared relating thereto (i) has become effective by under the SEC Securities Act and remains (ii) has remained effective for not less than one hundred eighty (180) a period of at least 180 calendar days (or such shorter period as will terminate when in which all Registrable Securities covered by of the Participating Shareholders included in such Registration Statement registration have actually been sold thereunder or withdrawn), ) or, if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus is required by law Law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No ; provided, that a Demand Registration shall not be deemed to have been effected if occurred if, (iA) during the Demand Period Period, such registration Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or court, (iiB) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderany Requesting Shareholder or (C) the Maximum Offering Size (as defined below) is reduced in accordance with ‎Section 2(g) such that less than seventy-five percent (75%) of the Registrable Securities that the Requesting Shareholder sought to be included in such registration are included.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating the Demanding Holder.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration with respect to First Reserve for purposes of Section 2.11 if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will shall terminate when all Registrable Securities of the First Reserve Parties covered by such Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected for purposes of Section 2.11 if (i) during the Demand Period such registration Registration or the successful completion of the relevant sale is interfered with prevented by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating HolderFirst Reserve.

Effective Registration. PubCo A Demand Registration shall be deemed to have effected a Demand Registration occurred if the Registration Statement pursuant to such registration is declared relating thereto (i) has become effective by under the SEC Securities Act and remains (ii) has remained effective for not less than one hundred eighty (180) a period of at least 180 calendar days (or such shorter period as will terminate when in which all Registrable Securities covered by of the Participating Shareholders included in such Registration Statement registration have actually been sold thereunder or withdrawn), ) or, if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter(s), a prospectus is required by law Law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No ; provided that a Demand Registration shall not be deemed to have been effected if occurred if, (iA) during the Demand Period Period, such registration Registration Statement is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency Governmental Entity or court or court, (iiB) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderany Participating Shareholder or (C) the Maximum Offering Size (as defined below) is reduced in accordance with Section 2(g) such that less than seventy-five percent (75%) of the Registrable Securities that the Requesting Shareholder sought to be included in such registration are included.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared has become effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Effective Registration. PubCo shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offering, such longer period as, in the reasonable opinion of legal counsel for the Underwriters, a prospectus is required by law applicable Law to be delivered in connection with sales of Registrable Securities by an Underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by SEC or another Governmental Entity issue any stop order, injunction or other order suspension or requirement limitation of the SEC or other governmental agency or court or (ii) registration pursuant to applicable Law during the Demand Period the conditions specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holdersatisfied.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration for purposes of Section 2.12 if the Demand Registration Statement pursuant to such registration is declared becomes effective by the SEC and remains effective for not less than one hundred eighty and twenty (180120) days (or such shorter period as will shall terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected for purposes of Section 2.12 if (i) during the Demand Period such registration Registration or the successful completion of the relevant sale is interfered with prevented by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe Demand Holders.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration with respect to the applicable Demand Party for purposes of Section 2.11 if the Demand Registration Statement pursuant to such registration is declared becomes effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will shall terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected for purposes of Section 2.11 if (i) during the Demand Period such registration Registration or the successful completion of the relevant sale is interfered with prevented by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe Demand Party.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offeringunderwritten offering, such longer period as, as in the opinion of counsel for the Underwritersunderwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration with respect to the applicable Demand Party for purposes of Section 2.11 if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will shall terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected for purposes of Section 2.11 if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe Demand Party.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (in either case, such period being the applicable period, the “"Demand Period”"). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such an applicable underwriting agreement by a participating Holderthe Company.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “"Demand Period”"). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe Company.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 60 days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “"Demand Period”"). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.into

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Effective Registration. PubCo The Issuer shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared has become effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will shall terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe Demanding Sponsor.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, under- writer or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (in either case, such period being the applicable period, the “"Demand Period”"). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, act or misrepresentation or breach of such an applicable underwriting agreement by a participating Holderthe Investor.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus is required by law to be delivered Law for the delivery of a Prospectus in connection with sales the sale of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “"Demand Period”"). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental or regulatory agency or court or (ii) the conditions to closing specified in the applicable underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe holders.

Effective Registration. PubCo The Issuer shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared has become effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will shall terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.the Demanding Investor. Table of Contents

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for (a) other than with respect to a Shelf Registration, not less than one hundred eighty (180) 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or(b) the Shelf Period, in the case of a Shelf Registration, or (c) if any such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “"Demand Period”"). No Demand Registration shall be deemed to have been effected if if: (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or court; or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe Demanding Investor.

Effective Registration. PubCo New Journal shall be deemed to have effected a Demand Registration if the applicable Registration Statement pursuant with respect to such registration Demand Registration is declared effective by the SEC and remains effective for not less than one hundred eighty sixty (18060) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement have been sold or withdrawnsold), or, if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (in either case, such period being the applicable period, the “"Demand Period”"). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period sales of Registrable Securities pursuant to such registration is interfered with Registration Statement are prohibited for any period of ten (10) consecutive Business Days by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating HolderNew Journal.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court court, or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration Underwritten Offering are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating HolderEligible Shareholder. For the avoidance of doubt, nothing in this Section 2.1(d) shall be deemed to apply to a Shelf Registration, which shall be governed by the provisions set forth in Section 2.2.

Effective Registration. PubCo The Company shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “"Demand Period”"). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe Investor.

Effective Registration. PubCo The Issuer shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared has become effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will shall terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holderthe Demanding Investor.

Effective Registration. PubCo The Issuer shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared has become effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will shall terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus Prospectus is required by law law, to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating the Demanding Holder.

Effective Registration. PubCo A Registration request pursuant to Section 5.2(a) shall not be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC and remains effective for not less than one hundred eighty (180) 180 days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), sold) or, if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Effective Registration. PubCo The Issuer shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared has become effective by the SEC and remains effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn), or, or if such Registration Statement relates to an Underwritten Offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected (and shall not be deemed to be a Demand Registration for purposes of Section 6.1(b)) if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Effective Registration. PubCo The Partnership shall be deemed to have effected a Demand Registration if the Demand Registration Statement pursuant to such registration is declared effective by the SEC Commission (or otherwise become effective) and remains effective for (i) not less than one hundred eighty (180) 180 days (or such shorter period as will terminate when all Registrable Partnership Securities covered by such Demand Registration Statement have been sold or withdrawn), or(ii) the Shelf Period, in the case of a Shelf Registration, or (iii) if any such Registration Statement registration statement relates to an offering in which Partnership Securities are sold to an underwriter or underwriters on a firm commitment basis for reoffering to the public (an “Underwritten Offering”), such longer period as, in the opinion of counsel for the Underwritersunderwriter or underwriters, a prospectus is required by law to be delivered in connection with sales of Registrable Partnership Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if if: (iA) during the Demand Period such registration is interfered with by any stop order, injunction or other order or requirement of the SEC Commission or other governmental agency or court or court; or (iiB) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration offering are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating Holder.

Effective Registration. PubCo Buyer shall be deemed to have effected a Demand Registration only if the Registration Statement pursuant registration statement relating to such registration demand is declared effective by the SEC and remains effective for (i) not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Registration Statement registration statement have been sold or withdrawn), or, or (ii) if such Registration Statement registration statement relates to an Underwritten Offeringunderwritten offering, such longer period as, as in the opinion of counsel for the Underwriters, underwriter or underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an Underwriter underwriter or dealer (the applicable period, the “Demand Period”). No Demand Registration shall be deemed to have been effected if (i) during the Demand Period such registration Registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court or (ii) the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such Registration registration are not satisfied other than by reason of a wrongful act, misrepresentation or breach of such applicable underwriting agreement by a participating HolderSponsor or Founder.