Common use of Exchange Registration Clause in Contracts

Exchange Registration. (a) The Company shall use its commercially reasonable efforts to file with the SEC prior to the time that Holdings Units held by Covered Persons become available for exchange for Common Units pursuant to the terms of the Exchange Agreement, and cause to be declared effective under the Securities Act by the SEC promptly thereafter, one or more registration statements (the “Exchange Registration”) covering (i) the delivery by the Company from time to time to the Covered Persons of all shares of Class A Common Stock deliverable to the Covered Persons in exchange for Holdings Units pursuant to the Exchange Agreement or (ii) if the Company determines that the registration provided for in clause (i) is not available for any reason, the registration of resale of such shares of Class A Common Stock by the Covered Persons. (b) The Company shall be liable for and pay all Registration Expenses in connection with any Exchange Registration, regardless of whether such registration is effected. (c) Upon notice to each Covered Person, the Company may postpone effecting a registration pursuant to this Section 2.1 for a reasonable time specified in the notice but not exceeding 60 days (which period may not be extended or renewed), if (i) the Board shall determine in good faith that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Board believes in good faith would not be in the best interests of the Company.

Exchange Registration. (a) The Company shall use its commercially reasonable efforts to file with the SEC prior promptly following the Company becoming eligible to the time that Holdings Units held by Covered Persons become available for exchange for Common Units pursuant to the terms of the Exchange Agreementfile a primary Registration Statement on Form S-3, and cause to be declared effective under the Securities Act by the SEC promptly thereafter, one or more registration statements (the “Exchange Registration”) covering (i) the delivery by the Company from time to time to the Covered Persons of twenty-five percent (25%) all shares of Class A Common Stock deliverable to the Covered Persons in exchange for Holdings LLC Units pursuant to the Exchange Agreement or (ii) if the Company determines that the registration provided for in clause (i) is not available for any reason, the registration of resale of such shares of Class A Common Stock by the Covered Persons. (b) The Company shall be liable for and pay all Registration Expenses in In connection with any Exchange Registration, regardless of whether such registration is effected, the Covered Persons participating in such Exchange Registration shall be liable for and pay all Registration Expenses. (c) Upon notice to each Covered Person, the Company may postpone effecting a registration pursuant to this Section 2.1 for a reasonable time specified in the notice but not exceeding 60 days (which period may not be extended or renewed), if (i) the Board shall determine in good faith that effecting the registration would materially and adversely affect an offering of securities of the Company the preparation of which had then been commenced or (ii) the Company is in possession of material non-public information the disclosure of which during the period specified in such notice the Board believes in good faith would not be in the best interests of the Company.