Common use of Holders’ Demand for Registration Clause in Contracts

Holders’ Demand for Registration. If, at a time when a Shelf Registration Statement is not effective pursuant to Section 3.1, PubCo shall receive from the Partners at any time following the Lock-up Period (the then eligible Holders, the “Demand Initiating Holders”) a written demand that PubCo effect any Registration in connection with an Underwritten Offering other than a Shelf Registration or a Shelf Take-Down (a “Demand Registration”) of Registrable Securities held by such Holders, PubCo will: (i) use its reasonable best efforts to effect such registration as soon as practicable as will permit or facilitate the sale and distribution of all or such portion of the Demand Initiating Holders’ Registrable Securities as are specified in such demand; provided, that PubCo shall not be obligated to file any Registration Statement or other disclosure document pursuant to this Section 3.2 (but shall be obligated to continue to prepare such Registration Statement or other disclosure document) if PubCo shall furnish to the Demand Initiating Holders a certificate signed by the chief executive officer or equivalent senior executive of PubCo, stating that the filing or effectiveness of such Registration Statement would require PubCo to make an Adverse Disclosure, in which case PubCo shall have an additional period (each, a “Demand Delay”) of not more than forty-five (45) days within which to file such Registration Statement; provided, however, that PubCo shall not exercise, in any twelve (12) month period, (x) more than one (1) Demand Delay pursuant to this Section 3.2(a)(i) and Shelf Suspension pursuant to Section 3.1(c) in the aggregate, unless consented in writing by the Demand Initiating Holders or (y) aggregate Demand Delays pursuant to this Section 3.2(a)(i) and Shelf Suspensions pursuant to Section 3.1(c) of more than ninety (90) days. Each Holder shall keep confidential the fact that a Demand Delay is in effect, the certificate referred to above and its contents for the permitted duration of the Demand Delay or until otherwise notified by PubCo, except (A) for disclosure to the Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Law.

Holders’ Demand for Registration. If, at a At any time when a Shelf Registration Statement is not effective pursuant to Section 3.1, PubCo shall receive from Holders holding at least ten percent (10%) of the Partners Registrable Securities or the holders of a majority of the Registrable Securities then owned by Sponsor (and its Permitted Transferees) and the Other Holders (and their Permitted Transferees) at any time following the Lock-up Period (the then eligible Holders, the “Demand Initiating Holders”) may request in writing (a written demand “Demand Registration Notice”) that PubCo shall file and effect any a Registration Statement in connection with an Underwritten Offering other than a Shelf Registration or a Shelf Take-Down (a “Demand Registration”) of Registrable Securities held by such Holders. If at any time PubCo shall receive a Demand Registration Notice, PubCo willshall: (i) use its reasonable best efforts within thirty (30) days following the receipt of a Demand Registration Notice (subject to effect such registration as soon as practicable as will permit or facilitate compliance with any applicable covenants in any underwriting agreement for a previous registration), file the sale and distribution of all or such portion of the Demand Initiating Holders’ Registrable Securities as are specified in such demandappropriate Registration Statement; provided, that PubCo shall not be obligated to file any Registration Statement or other disclosure document pursuant to this Section 3.2 (but shall be obligated to continue to prepare such Registration Statement or other disclosure document) if PubCo shall furnish to the Demand Initiating Holders a certificate signed by the chief executive officer or equivalent senior executive of PubCo, stating that the filing or effectiveness of such Registration Statement would require PubCo to make an Adverse Disclosure, in which case PubCo shall have an additional period (each, a “Demand Delay”) of not more than forty-five sixty (4560) days within which to file such Registration Statement.; provided, however, that PubCo shall not exercise, in any twelve (12) month period, (x) more than one (1) Demand Delay pursuant to this Section 3.2(a)(i3.2(a) and Shelf Suspension pursuant to Section 3.1(c) in the aggregate, unless consented in writing by the ). The Demand Initiating Holders or (y) aggregate Demand Delays pursuant to this Section 3.2(a)(i) and Shelf Suspensions pursuant to Section 3.1(c) of more than ninety (90) days. Each Holder shall keep confidential the fact that a Demand Delay is in effect, the certificate referred to above and its contents for the permitted duration of the Demand Delay or until otherwise notified by PubCo, except (A) for disclosure to the Holder’s Demand Initiating Holders’ employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawlaw.

Holders’ Demand for Registration. IfSubject to the limitations set forth in Section 3.2(d), at a time when a Shelf Registration Statement is not effective pursuant to Section 3.1, PubCo if the Company shall receive from the Partners at any time following the Lock-up Period (the then eligible Holders, the “Demand an Initiating Holders”) Holder a written demand that PubCo the Company effect any Registration in connection with an Underwritten Offering other than a Shelf Registration or a Shelf Take-Down registration (a “Demand Registration”) of Registrable Securities held by such HoldersHolders having a reasonably anticipated net aggregate offering price (after deduction of underwriter commissions and offering expenses) of at least $10,000,000, PubCo the Company will: (i) promptly (but in any event within ten (10) days prior to the date such registration becomes effective under the 0000 Xxx) give written notice of the proposed registration to all other Holders; and (ii) use its reasonable best efforts to effect such registration as soon as practicable as will permit or facilitate the sale and distribution of all or such portion of the Demand such Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any other Holders joining in such demand as are specified in a written demand received by the Company within five (5) days after such written notice is given; provided, provided that PubCo the Company shall not be obligated to file any Registration Statement or other disclosure document pursuant to this Section 3.2 (but shall be obligated to continue to prepare such Registration Statement or other disclosure document) if PubCo the Company shall furnish to the Demand Initiating such Holders a certificate signed by the chief executive officer a Chief Executive Officer or equivalent senior executive of PubCothe Company, stating that the filing or effectiveness of such Registration Statement would require PubCo the Company to make an Adverse Disclosure, in which case PubCo the Company shall have an additional period (each, a “Demand Delay”) of not more than forty-five sixty (4560) days (or such longer period as may be agreed upon by the Initiating Holders) within which to file such Registration Statement; provided, however, that PubCo the Company shall not exercise, in any twelve (12) month period, (x) exercise more than one two (12) Demand Delay Delays pursuant to this Section 3.2(a)(i3.2(a)(ii) and Shelf Suspension Suspensions pursuant to Section 3.1(c) in the aggregate, unless consented in writing by the Demand Initiating Holders or (y) aggregate Demand Delays pursuant to this Section 3.2(a)(i3.2(a)(ii) and Shelf Suspensions pursuant to Section 3.1(c) of more than ninety one hundred and twenty (90120) days, in each case, during any twelve-month (12) month period. Each Holder shall keep confidential the fact that a Demand Delay is in effect, the certificate referred to above and its contents for the permitted duration of the Demand Delay or until otherwise notified by PubCothe Company, except (A) for disclosure to the such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Law.

Holders’ Demand for Registration. If, at a time when a Shelf Registration Statement is not effective pursuant Subject to Section 3.13(d), PubCo if, following the expiration of the Restricted Period, the Corporation shall receive from the Partners at any time following the Lock-up Period (the then eligible Holders, the “Demand Initiating Holders”) a written demand from: (x) the Elevance Holder, provided that PubCo the Elevance Holder shall only have one (1) such demand right; or (y) the XX Xxxxxx, provided that the XX Xxxxxx shall only have one (1) such demand right, in the case of each of clauses (x) or (y), that the Corporation effect any Registration in connection with an Underwritten Offering registration other than a Shelf Registration shelf registration or a Shelf Take-Down (a “Demand Registration”) of Registrable Securities held by such HoldersHolder(s) having a reasonably anticipated net aggregate offering price (after deduction of underwriter commissions and offering expenses) of at least $15,000,000, PubCo unless such registration is for all of the Registrable Securities then held by such Holder and its respective Permitted Transferees (in which case there is no minimum other than the inclusion of all of such Registrable Securities), the Corporation will: (i) promptly (but in any event within ten (10) days prior to the date such registration becomes effective under the Securities Act) give written notice of the proposed registration to all other Eligible Demand Participation Holders; and (ii) use its reasonable best efforts to effect such registration as soon as practicable as will permit or facilitate the sale and distribution of all or such portion of the Demand Initiating Holderssuch Holder(s)’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any other Eligible Demand Participation Holders joining in such demand as are specified in a written demand received by the Corporation within five (5) days after such written notice is given; provided, that PubCo the Corporation shall not be obligated to file any Registration Statement or other disclosure document pursuant to this Section 3.2 3 (but shall be obligated to continue to prepare such Registration Statement or other disclosure document) if PubCo the Corporation shall furnish to the such Eligible Demand Initiating Participation Holders a certificate signed by the chief executive officer or equivalent senior executive of PubCothe Corporation, stating that the filing or effectiveness of such Registration Statement would require PubCo the Corporation to make an Adverse Disclosure, in which case PubCo the Corporation shall have an additional period (each, a “Demand Delay”) of not more than forty-five sixty (4560) days (or such longer period as may be agreed upon by the applicable Holders) within which to file such Registration Statement; provided, however, that PubCo that, unless consented to in writing by the applicable Holders, the Corporation shall not exercise, in any twelve (12) month period, (x) more than one two (12) Demand Delay Delays pursuant to this Section 3.2(a)(i3(a)(ii) and Shelf Suspension Suspensions pursuant to Section 3.1(c2(c) in the aggregate, unless consented in writing by the Demand Initiating Holders aggregate or (y) aggregate Demand Delays pursuant to this Section 3.2(a)(i3(a)(ii) and Shelf Suspensions pursuant to Section 3.1(c2(c) of more than ninety one hundred twenty (90120) days. Each Eligible Demand Participation Holder shall keep confidential the fact that a Demand Delay is in effect, the certificate referred to above and its contents for the permitted duration of the Demand Delay or until otherwise notified by PubCothe Corporation, except (A) for disclosure to the such Eligible Demand Participation Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (CB) as required by Lawlaw, rule or regulation. No Holder shall have the right to demand that the Corporation file a Registration Statement pursuant to this Section 3(a) if such Holder could sell or otherwise distribute its Registrable Securities pursuant to Rule 144 promulgated under the Securities Act in a single transaction without any volume or manner of sale limitations.

Holders’ Demand for Registration. IfSubject to the limitations set forth in Section 3(d), at a time when a Shelf Registration Statement is not effective pursuant to Section 3.1if, PubCo following the consummation of the IPO, the Corporation shall receive from the Partners at any time following the Lock-up Period (the then eligible Holders, the “Demand Initiating Holders”) a written demand from the Holders of at least fifteen percent (15%) of the Registrable Securities then outstanding that PubCo the Corporation effect any Registration in connection with an Underwritten Offering registration other than a Shelf Registration shelf registration or a Shelf Take-Down (a “Demand Registration”) of Registrable Securities held by such HoldersHolder(s) having a reasonably anticipated net aggregate offering price (after deduction of underwriter commissions and offering expenses) of at least $50,000,000 unless such registration is for all of the Registrable Securities then held by the Holders and their respective Permitted Transferees (in which case there is no minimum other than the inclusion of all of such Registrable Securities), PubCo the Corporation will: (i) reasonably promptly (but in any event within ten (10) days prior to the date such registration becomes effective under the Securities Act) give written notice of the proposed registration to all Holders other than the Initiating Holders, to the extent such Holders are Shelf Holders (such Holders, the “Eligible Demand Participation Holders”); and (ii) use its commercially reasonable best efforts to effect such registration as soon as practicable as will permit or facilitate the sale and distribution of all or such portion of the Demand such Initiating HoldersHolder(s)’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any other Eligible Demand Participation Holders joining in such demand as are specified in a written demand received by the Corporation within five (5) days after such written notice is given; provided, that PubCo the Corporation shall not be obligated to file any Registration Statement or other disclosure document pursuant to this Section 3.2 3 (but shall be obligated to continue to prepare such Registration Statement or other disclosure document) if PubCo (i) the Corporation shall furnish to the such Eligible Demand Initiating Participation Holders a certificate signed by the chief executive officer or equivalent senior executive of PubCothe Corporation, stating that the filing or effectiveness of such Registration Statement would require PubCo the Corporation to make an Adverse DisclosureDisclosure or (ii) the managing underwriter in an underwritten offering has advised the Corporation that the offering or sale of Registrable Securities should be suspended in connection with such underwritten offering, in which case PubCo the Corporation shall have an additional period (each, a “Demand Delay”) of not more than forty-five ninety (4590) days (or such longer period as may be agreed upon by the Holders holding a majority of the Registrable Securities) within which to file such Registration Statement; provided, however, that PubCo that, unless consented to in writing by the Holders holding a majority of the Registrable Securities, the Corporation shall not exercise, in any twelve (12) month period, (x) more than one two (12) Demand Delay Delays pursuant to this Section 3.2(a)(i3(a)(ii) and Shelf Suspension Suspensions pursuant to Section 3.1(c2(c) in the aggregate, unless consented in writing by the Demand Initiating Holders aggregate or (y) aggregate Demand Delays pursuant to this Section 3.2(a)(i3(a)(ii) and Shelf Suspensions pursuant to Section 3.1(c2(c) of more than ninety one hundred eighty (90180) days. Each Eligible Demand Participation Holder shall keep confidential the fact that a Demand Delay is in effect, the certificate referred to above and its contents for the permitted duration of the Demand Delay or until otherwise notified by PubCothe Corporation, except (A) for disclosure to the such Eligible Demand Participation Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawlaw.

Holders’ Demand for Registration. If, at a time when a Shelf Registration Statement is not effective pursuant to Section 3.1, PubCo If the Company shall receive from the Partners H&F Initiating Holders at any time following the Lock-up Period (the then eligible Holders, the “Demand Initiating Holders”) a written demand that PubCo the Company effect any Registration in connection with an Underwritten Offering other than a Shelf Registration or a Shelf Take-Down registration (a “Demand Registration”) of Registrable Securities held by such Holders having a reasonably anticipated net aggregate offering price (after deduction of underwriter commissions and offering expenses) of at least the lesser of (x) $25,000,000 and (y) the value of all remaining Registrable Securities held by the H&F Initiating Holders, PubCo the Company will: (i) promptly (but in any event within ten (10) days prior to the date such registration becomes effective under the Securities Act) give written notice of the proposed registration to all other Holders; and (ii) use its reasonable best efforts to effect such registration as soon as practicable as will permit or facilitate the sale and distribution of all or such portion of the Demand such H&F Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any other Holders joining in such demand as are specified in a written demand received by the Company within five (5) days after such written notice is given; provided, that PubCo the Company shall not be obligated to file any Registration Statement or other disclosure document pursuant to this Section 3.2 5.3 (but shall be obligated to continue to prepare such Registration Statement or other disclosure document) if PubCo the Company shall furnish to the Demand Initiating such Holders a certificate signed by the chief executive officer Chief Executive Officer or equivalent senior executive of PubCothe Company, stating that the filing or effectiveness of such Registration Statement would require PubCo the Company to make an Adverse Disclosure, in which case PubCo the Company shall have an additional period (each, a “Demand Delay”) of not more than forty-five sixty (4560) days (or such longer period as may be agreed upon by the H&F Initiating Holders) within which to file such Registration Statement; provided, however, that PubCo the Company shall not exercise, in any twelve (12) month period, (x) more than one two (12) Demand Delay Delays pursuant to this Section 3.2(a)(i5.3(a)(ii) and Shelf Suspension Suspensions pursuant to Section 3.1(c5.2(c) in the aggregate, unless consented in writing by the Demand Initiating Holders aggregate or (y) aggregate Demand Delays pursuant to this Section 3.2(a)(i5.3(a)(ii) and Shelf Suspensions pursuant to Section 3.1(c5.2(c) of more than ninety (90) days. Each Holder shall keep confidential the fact that a Demand Delay is in effect, the certificate referred to above and its contents for the permitted duration of the Demand Delay or until otherwise notified by PubCothe Company, except (A) for disclosure to the such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawlaw.

Holders’ Demand for Registration. If, at a At any time when a Shelf Registration Statement is not effective pursuant to Section 3.1, PubCo shall receive from Holders holding at least ten percent (10%) of the Partners Registrable Securities at any time following the Lock-up Period or the holders of a majority of the Registrable Securities then owned by Sponsor and its Permitted Transferees (the then eligible Holders, the “Demand Initiating Holders”) may request in writing (a written demand “Demand Registration Notice”) that PubCo shall file and effect any a Registration Statement in connection with an Underwritten Offering other than a Shelf Registration or a Shelf Take-Down (a “Demand Registration”) of Registrable Securities held by such Holders. The Demand Initiating Holders that own a majority of the Registrable Securities to be offered for sale in such Underwritten Offering shall have the right to select the Underwriter or Underwriters to administer such Underwritten Offering with the prior written approval of PubCo (such approval shall not be unreasonably withheld by PubCo). If at any time PubCo shall receive a Demand Registration Notice, PubCo willshall: (i) use its reasonable best efforts within thirty (30) days following the receipt of a Demand Registration Notice (subject to effect such registration as soon as practicable as will permit or facilitate compliance with any applicable covenants in any underwriting agreement for a previous registration), file the sale and distribution of all or such portion of the Demand Initiating Holders’ Registrable Securities as are specified in such demandappropriate Registration Statement; provided, that PubCo shall not be obligated to file any Registration Statement or other disclosure document pursuant to this Section 3.2 (but shall be obligated to continue to prepare such Registration Statement or other disclosure document) if PubCo shall furnish to the Demand Initiating Holders a certificate signed by the chief executive officer or equivalent senior executive of PubCo, stating that the filing or effectiveness of such Registration Statement would require PubCo to make an Adverse Disclosure, in which case PubCo shall have an additional period (each, a “Demand Delay”) of not more than forty-five thirty (4530) days within which to file such Registration Statement.; provided, however, that PubCo shall not exercise, in any twelve (12) month period, (x) more than one (1) Demand Delay pursuant to this Section 3.2(a)(i3.2(a) and Shelf Suspension pursuant to Section 3.1(c) in the aggregate, unless consented in writing by the ). The Demand Initiating Holders or (y) aggregate Demand Delays pursuant to this Section 3.2(a)(i) and Shelf Suspensions pursuant to Section 3.1(c) of more than ninety (90) days. Each Holder shall keep confidential the fact that a Demand Delay is in effect, the certificate referred to above and its contents for the permitted duration of the Demand Delay or until otherwise notified by PubCo, except (A) for disclosure to the Holder’s employees, agents and professional advisers Demand Initiating Holders’ Representatives who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners partners, members and shareholders who have agreed to keep such information confidential and (C) as required by Lawapplicable Laws.

Holders’ Demand for Registration. If, at a At any time when a Shelf Registration Statement is not effective pursuant to Section 3.1, PubCo shall receive from Holders holding at least five percent (5%) of the Partners Registrable Securities at any time following the Lock-up Period (the then eligible Holders, the “Demand Initiating Holders”) may request in writing (a written demand “Demand Registration Notice”) that PubCo shall file and effect any a Registration Statement in connection with an Underwritten Offering other than a Shelf Registration or a Shelf Take-Down (a “Demand Registration”) of Registrable Securities held by such Holders. If at any time PubCo shall receive a Demand Registration Notice, PubCo willshall: (i) use its reasonable best efforts within thirty (30) days following the receipt of a Demand Registration Notice (subject to effect such registration as soon as practicable as will permit or facilitate compliance with any applicable covenants in any underwriting agreement for a previous registration), file the sale and distribution of all or such portion of the Demand Initiating Holders’ Registrable Securities as are specified in such demandappropriate Registration Statement; provided, that PubCo shall not be obligated to file any Registration Statement or other disclosure document pursuant to this Section 3.2 (but shall be obligated to continue to prepare such Registration Statement or other disclosure document) if PubCo shall furnish to the Demand Initiating Holders a certificate signed by the chief executive officer or equivalent senior executive of PubCo, stating that the filing or effectiveness of such Registration Statement would require PubCo to make an Adverse Disclosure, in which case PubCo shall have an additional period (each, a “Demand Delay”) of not more than forty-five sixty (4560) days within which to file such Registration Statement.; provided, however, that PubCo shall not exercise, in any twelve (12) month period, (x) more than one (1) Demand Delay pursuant to this Section 3.2(a)(i3.2(a) and Shelf Suspension pursuant to Section 3.1(c) in the aggregate, unless consented in writing by the ). The Demand Initiating Holders or (y) aggregate Demand Delays pursuant to this Section 3.2(a)(i) and Shelf Suspensions pursuant to Section 3.1(c) of more than ninety (90) days. Each Holder shall keep confidential the fact that a Demand Delay is in effect, the certificate referred to above and its contents for the permitted duration of the Demand Delay or until otherwise notified by PubCo, except (A) for disclosure to the Holder’s Demand Initiating Holders’ employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawlaw.

Holders’ Demand for Registration. If, at a time when a Shelf Registration Statement is not effective pursuant to Section 3.1, PubCo shall receive from the Partners Partners, at any time following the Lock-up Period (the then eligible Holdersin such capacity, the “Demand Initiating Holders”) ), a written demand that PubCo effect any Registration in connection with an Underwritten Offering other than a Shelf Registration or a Shelf Take-Down (a “Demand Registration”) of Registrable Securities held by such Holders, PubCo will: (i) promptly (but in any event within 10 (ten) days prior to the date such Demand Registration becomes effective under the Securities Act) give written notice of the proposed Demand Registration to all other Holders; and (ii) use its reasonable best efforts to effect such registration as soon as practicable as will permit or facilitate the sale and distribution of all or such portion of the Demand Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any other Holders joining in such demand as are specified in a written notice received by PubCo within five (5) days after the written notice set forth in Section 3.2(a)(i) is given; provided, that PubCo shall not be obligated to file any Registration Statement or other disclosure document pursuant to this Section 3.2 (but shall be obligated to continue to prepare such Registration Statement or other disclosure document) if PubCo shall furnish to the Demand Initiating Holders and any other participating Holders, a certificate signed by the chief executive officer or equivalent senior executive of PubCo, stating that the filing or effectiveness of such Registration Statement would require PubCo to make an Adverse Disclosure, in which case PubCo shall have an additional period (each, a “Demand Delay”) of not more than forty-five sixty (4560) days within which to file such Registration Statement; provided, however, that PubCo shall not exercise, in any twelve (12) month period, (x) more than one (1) Demand Delay pursuant to this Section 3.2(a)(i3.2(a)(ii) and Shelf Suspension Suspensions pursuant to Section 3.1(c) in the aggregate, unless consented in writing by the Demand Initiating Holders or (y) aggregate Demand Delays pursuant to this Section 3.2(a)(i3.2(a)(ii) and Shelf Suspensions pursuant to Section 3.1(c) of more than ninety (90) days. Each Holder The Demand Initiating Holders and any other participating Holders shall keep confidential the fact that a Demand Delay is in effect, the certificate referred to above and its contents for the permitted duration of the Demand Delay or until otherwise notified by PubCo, except (A) for disclosure to the Holder’s Demand Initiating Holders’ or other participating Holders’ employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawlaw.

Holders’ Demand for Registration. IfSubject to Section 2.2(d), if, at a time when a Shelf Registration Statement is not effective pursuant to Section 3.12.1, PubCo shall receive from the Partners at any time following the Lock-up Period an Eligible Demand Participation Holder (the then eligible HoldersEligible Demand Participation Holder, the “Demand Initiating HoldersHolder”) a written demand that PubCo effect any Registration in connection with an Underwritten Offering other than a Shelf Registration or a Shelf Take-Down (a “Demand Registration”) of Registrable Securities held by such HoldersHolders having a reasonably anticipated net aggregate offering price (after deduction of Underwriter commissions and offering expenses) of at least $200,000,000, PubCo will: (i) promptly (but in any event within five (5) days prior to the date such Demand Registration becomes effective under the Securities Act) give written notice of the proposed Demand Registration to all other Eligible Demand Participation Holders; and (ii) use its commercially reasonable best efforts to effect such registration as soon as practicable as will permit or facilitate the sale and distribution of all or such portion of the such Demand Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any other Eligible Demand Participation Holders joining in such demand as are specified in a written demand received by PubCo within five (5) days after such written notice is given; provided, provided that PubCo shall not be obligated to file any Registration Statement or other disclosure document pursuant to this Section 3.2 2.2 (but shall be obligated to continue to prepare such Registration Statement or other disclosure document) if PubCo shall furnish to the Demand Initiating Holders a certificate signed by the chief executive officer or equivalent senior executive of PubCo, stating that the filing or effectiveness of such Registration Statement at any time would require PubCo to make an Adverse DisclosureDisclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to PubCo for reasons beyond PubCo’s control; provided, in which case however, that PubCo shall have an additional period (each, a “Demand Delay”) of not more than forty-five ninety (4590) days within which to file such Registration Statement; provided, however, that PubCo shall not exercise, in any twelve (12) month period, (x) more than one two (12) Demand Delay Delays pursuant to this Section 3.2(a)(i2.2(a) and Shelf Suspension Suspensions pursuant to Section 3.1(c2.1(c) in the aggregate, unless consented to in writing by the Eligible Demand Initiating Participation Holders holding a majority of the Registrable Securities held by all Eligible Demand Participation Holders or (y) aggregate Demand Delays pursuant to this Section 3.2(a)(i2.2(a)(ii) and Shelf Suspensions pursuant to Section 3.1(c2.1(c) of more than ninety one hundred fifty (90150) days. Each Eligible Demand Participation Holder shall keep confidential the fact that a Demand Delay is in effect, effect and the certificate referred to above and its contents of any notice by PubCo of a Demand Delay for the permitted duration of the Demand Delay or until otherwise notified by PubCo, except (A) for disclosure to the such Eligible Demand Participation Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and or (C) as required by Lawlaw.

Holders’ Demand for Registration. IfSubject to ‎Section 3.2(d), if, at a time when a Shelf Registration Statement is not effective pursuant to Section ‎Section 3.1, PubCo shall receive from the Partners (x) at any time following the Lucid Shareholder Lock-up Period Up Period, any Lucid Shareholder or (y) following the Sponsor Lock-Up Period, the Sponsor (the then eligible HoldersHolders under clauses (x) and (y), collectively, the “Demand Initiating Holders”) a written demand that PubCo effect any Registration in connection with an Underwritten Offering other than a Shelf Registration or a Shelf Take-Down (a “Demand Registration”) of Registrable Securities held by such HoldersHolders having a reasonably anticipated net aggregate offering price (after deduction of Underwriter commissions and offering expenses) of at least $200,000,000, PubCo will: (i) promptly (but in any event within ten (10) days prior to the date such Demand Registration becomes effective under the Securities Act) give written notice of the proposed Demand Registration to all other Eligible Demand Participation Holders; and (ii) use its commercially reasonable best efforts to effect such registration as soon as practicable as will permit or facilitate the sale and distribution of all or such portion of the such Demand Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any other Eligible Demand Participation Holders joining in such demand as are specified in a written demand received by PubCo within five (5) days after such written notice is given; provided, that PubCo shall not be obligated to file any Registration Statement or other disclosure document pursuant to this Section ‎Section 3.2 (but shall be obligated to continue to prepare such Registration Statement or other disclosure document) if PubCo shall furnish to the such Eligible Demand Initiating Participation Holders a certificate signed by the chief executive officer or equivalent senior executive of PubCo, stating that the filing or effectiveness of such Registration Statement would require PubCo to make an Adverse Disclosure, in which case PubCo shall have an additional period (each, a “Demand Delay”) of not more than forty-five ninety (4590) days within which to file such Registration Statement; provided, however, that PubCo shall not exercise, in any twelve (12) month period, (x) more than one two (12) Demand Delay Delays pursuant to this Section 3.2(a)(i‎Section 3.2(a)(ii) and Shelf Suspension Suspensions pursuant to Section ‎Section 3.1(c) in the aggregate, unless consented in writing by the Eligible Demand Initiating Participation Holders that own a majority of the Registrable Securities held by all Eligible Demand Participation Holders or (y) aggregate Demand Delays pursuant to this Section 3.2(a)(i‎Section 3.2(a)(ii) and Shelf Suspensions pursuant to Section ‎Section 3.1(c) of more than ninety (90) days. Each Eligible Demand Participation Holder shall keep confidential the fact that a Demand Delay is in effect, the certificate referred to above and its contents for the permitted duration of the Demand Delay or until otherwise notified by PubCo, except (A) for disclosure to the such Eligible Demand Participation Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawlaw.

Holders’ Demand for Registration. IfSubject to Section 3.2(d), if, at a time when a Shelf Registration Statement is not effective pursuant to Section 3.1, PubCo shall receive from (x) the Partners H&F Holders at any time following the Initial Lock-up Period Up Period, (y) following the one-year anniversary of the Closing Date, any of the GIC Holders, the LGP Holders or the PIH Rollover Holders or (z) following the Lock-Up Period, the Sponsor or the Founder Holder (the then eligible HoldersHolders under clauses (x), (y) and (z), collectively, the “Demand Initiating Holders”) a written demand that PubCo effect any Registration in connection with an Underwritten Offering other than a Shelf Registration or a Shelf Take-Down (a “Demand Registration”) of Registrable Securities held by such HoldersHolders having a reasonably anticipated net aggregate offering price (after deduction of Underwriter commissions and offering expenses) of at least $200,000,000, PubCo will: (i) promptly (but in any event within ten (10) days prior to the date such Demand Registration becomes effective under the Securities Act) give written notice of the proposed Demand Registration to all other Eligible Demand Participation Holders; and (ii) use its reasonable best efforts to effect such registration as soon as practicable as will permit or facilitate the sale and distribution of all or such portion of the such Demand Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any other Eligible Demand Participation Holders joining in such demand as are specified in a written demand received by PubCo within five (5) days after such written notice is given; provided, that PubCo shall not be obligated to file any Registration Statement or other disclosure document pursuant to this Section 3.2 (but shall be obligated to continue to prepare such Registration Statement or other disclosure document) if PubCo shall furnish to the such Eligible Demand Initiating Participation Holders a certificate signed by the chief executive officer or equivalent senior executive of PubCo, stating that the filing or effectiveness of such Registration Statement would require PubCo to make an Adverse Disclosure, in which case PubCo shall have an additional period (each, a “Demand Delay”) of not more than forty-five sixty (4560) days within which to file such Registration Statement; provided, however, that PubCo shall not exercise, in any twelve (12) month period, (x) more than one two (12) Demand Delay Delays pursuant to this Section 3.2(a)(i3.2(a)(ii) and Shelf Suspension Suspensions pursuant to Section 3.1(c) in the aggregate, unless consented in writing by the Eligible Demand Initiating Participation Holders that own a majority of the Registrable Securities held by all Eligible Demand Participation Holders or (y) aggregate Demand Delays pursuant to this Section 3.2(a)(i3.2(a)(ii) and Shelf Suspensions pursuant to Section 3.1(c) of more than ninety (90) days. Each Eligible Demand Participation Holder shall keep confidential the fact that a Demand Delay is in effect, the certificate referred to above and its contents for the permitted duration of the Demand Delay or until otherwise notified by PubCo, except (A) for disclosure to the such Eligible Demand Participation Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawlaw.

Holders’ Demand for Registration. If, at a time when a Shelf Registration Statement is not effective pursuant to Section 3.1following the consummation of the IPO, PubCo the Corporation shall receive from the Partners at any time following the Lock-up Period (the then eligible Holders, the “Demand Initiating Holders”) a written demand from the Brookwood Holders that PubCo the Corporation effect any Registration in connection with an Underwritten Offering registration other than a Shelf Registration shelf registration or a Shelf Take-Down (a “Demand Registration”) of Registrable Securities held by such HoldersHolder(s) having a reasonably anticipated net aggregate offering price (after deduction of underwriter commissions and offering expenses) of at least, PubCo willin the case of a Demand Registration, $50,000,000 unless such registration is for all of the Registrable Securities then held by the Initiating Holders and their respective Permitted Transferees (in which case there is no minimum other than the inclusion of all of such Registrable Securities), the Corporation shall: (i) promptly (but in any event within ten (10) days prior to the date such registration becomes effective under the Securities Act) give written notice of the proposed registration to all other Eligible Demand Participation Holders; and (ii) use its reasonable best efforts to effect such registration as soon as practicable as will permit or facilitate the sale and distribution of all or such portion of the Demand such Initiating HoldersHolder(s)’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any other Eligible Demand Participation Holders joining in such demand as are specified in a written demand received by the Corporation within five (5) days after such written notice is given; provided, that PubCo the Corporation shall not be obligated to file any Registration Statement or other disclosure document pursuant to this Section 3.2 3 (but shall be obligated to continue to prepare such Registration Statement or other disclosure document) if PubCo the Corporation shall furnish to the such Eligible Demand Initiating Participation Holders a certificate signed by the chief executive officer or equivalent senior executive of PubCothe Corporation, stating that the filing or effectiveness of such Registration Statement would require PubCo the Corporation to make an Adverse Disclosure, in which case PubCo the Corporation shall have an additional period (each, a “Demand Delay”) of not more than forty-five sixty (4560) days (or such longer period as may be agreed upon by the Initiating Holders) within which to file such Registration Statement; provided, however, that PubCo that, unless consented to in writing by the Initiating Holders, the Corporation shall not exercise, in any twelve (12) month period, (x) more than one two (12) Demand Delay Delays pursuant to this Section 3.2(a)(i3(a)(ii) and Shelf Suspension Suspensions pursuant to Section 3.1(c2(c) in the aggregate, unless consented in writing by the Demand Initiating Holders aggregate or (y) aggregate Demand Delays pursuant to this Section 3.2(a)(i3(a)(ii) and Shelf Suspensions pursuant to Section 3.1(c2(c) of more than ninety one hundred twenty (90120) days. Each Eligible Demand Participation Holder shall keep confidential the fact that a Demand Delay is in effect, the certificate referred to above and its contents for the permitted duration of the Demand Delay or until otherwise notified by PubCothe Corporation, except (A) for disclosure to the such Eligible Demand Participation Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawlaw.

Holders’ Demand for Registration. If, at a At any time when a Shelf Registration Statement is not effective pursuant to Section 3.1, PubCo shall receive from Holders holding at least ten percent (10%) of the Partners Registrable Securities at any time following the Lock-up Period (the then eligible Holders, the “Demand Initiating Holders”) may request in writing (a written demand “Demand Registration Notice”) that PubCo shall file and effect any a Registration Statement in connection with an Underwritten Offering other than a Shelf Registration or a Shelf Take-Down (a “Demand Registration”) of Registrable Securities held by such Holders. If at any time PubCo shall receive a Demand Registration Notice, PubCo willshall: (i) use its reasonable best efforts within thirty (30) days following the receipt of a Demand Registration Notice (subject to effect such registration as soon as practicable as will permit or facilitate compliance with any applicable covenants in any underwriting agreement for a previous registration), file the sale and distribution of all or such portion of the Demand Initiating Holders’ Registrable Securities as are specified in such demandappropriate Registration Statement; provided, that PubCo shall not be obligated to file any Registration Statement or other disclosure document pursuant to this Section 3.2 (but shall be obligated to continue to prepare such Registration Statement or other disclosure document) if PubCo shall furnish to the Demand Initiating Holders a certificate signed by the chief executive officer or equivalent senior executive of PubCo, stating that the filing or effectiveness of such Registration Statement would require PubCo to make an Adverse Disclosure, in which case PubCo shall have an additional period (each, a “Demand Delay”) of not more than forty-five sixty (4560) days within which to file such Registration Statement.; provided, however, that PubCo shall not exercise, in any twelve (12) month period, (x) more than one (1) Demand Delay pursuant to this Section 3.2(a)(i3.2(a) and Shelf Suspension pursuant to Section 3.1(c) in the aggregate, unless consented in writing by the ). The Demand Initiating Holders or (y) aggregate Demand Delays pursuant to this Section 3.2(a)(i) and Shelf Suspensions pursuant to Section 3.1(c) of more than ninety (90) days. Each Holder shall keep confidential the fact that a Demand Delay is in effect, the certificate referred to above and its contents for the permitted duration of the Demand Delay or until otherwise notified by PubCo, except (A) for disclosure to the Holder’s Demand Initiating Holders’ employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawlaw.

Holders’ Demand for Registration. If, at a time when a Shelf Registration Statement is not effective pursuant to Section 3.1, PubCo If the Company shall receive from the Partners H&F Initiating Holders at any time following the Lock-up Period (the then eligible Holders, the “Demand Initiating Holders”) a written demand that PubCo the Company effect any Registration in connection with an Underwritten Offering other than a Shelf Registration or a Shelf Take-Down registration (a “Demand Registration”) of Registrable Securities held by such Holders having a reasonably anticipated net aggregate offering price (after deduction of underwriter commissions and offering expenses) of at least the lesser of (x) $25,000,000 and (y) the value of all remaining Registrable Securities held by the H&F Initiating Holders, PubCo the Company will: : (i) promptly (but in any event within ten (10) days prior to the date such registration becomes effective under the Securities Act) give written notice of the proposed registration to all other Holders; and (ii) use its reasonable best efforts to effect such registration as soon as practicable as will permit or facilitate the sale and distribution of all or such portion of the Demand such H&F Initiating Holders’ Registrable Securities as are specified in such demand, together with all or such portion of the Registrable Securities of any other Holders joining in such demand as are specified in a written demand received by the Company within five (5) days after such written notice is given; provided, that PubCo the Company shall not be obligated to file any Registration Statement or other disclosure document pursuant to this Section 3.2 5.3 (but shall be obligated to continue to prepare such Registration Statement or other disclosure document) if PubCo the Company shall furnish to the Demand Initiating such Holders a certificate signed by the chief executive officer Chief Executive Officer or equivalent senior executive of PubCothe Company, stating that the filing or effectiveness of such Registration Statement would require PubCo the Company to make an Adverse Disclosure, in which case PubCo the Company shall have an additional period (each, a “Demand Delay”) of not more than forty-five sixty (4560) days (or such longer period as may be agreed upon by the H&F Initiating Holders) within which to file such Registration Statement; provided, however, that PubCo the Company shall not exercise, in any twelve (12) month period, (x) more than one two (12) Demand Delay Delays pursuant to this Section 3.2(a)(i5.3(a)(ii) and Shelf Suspension Suspensions pursuant to Section 3.1(c5.2(c) in the aggregate, unless consented in writing by the Demand Initiating Holders aggregate or (y) aggregate Demand Delays pursuant to this Section 3.2(a)(i5.3(a)(ii) and Shelf Suspensions pursuant to Section 3.1(c5.2(c) of more than ninety (90) days. Each Holder shall keep confidential the fact that a Demand Delay is in effect, the certificate referred to above and its contents for the permitted duration of the Demand Delay or until otherwise notified by PubCothe Company, except (A) for disclosure to the such Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Lawlaw.

Holders’ Demand for Registration. If, at a time when a all of the Partners’ and Pangiam Ultimate Holdings, LLC’s Registrable Securities are not included on an effective Shelf Registration Statement is not effective pursuant to Section 3.1Statement, PubCo shall receive from the Partners or Pangiam Ultimate Holdings, LLC at any time following the Lock-up Period (the then eligible Holders, the “Demand Initiating Holders”) a written demand that PubCo effect any Registration in connection with an Underwritten Offering other than a Shelf Registration or a Shelf Take-Down (a “Demand Registration”) of Registrable Securities held by such Holders, PubCo will: (i) use its reasonable best efforts to effect such registration as soon as practicable as will permit or facilitate the sale and distribution of all or such portion of the Demand Initiating Holders’ Holders Registrable Securities as are specified in such demand; provided, that PubCo shall not be obligated to file any Registration Statement or other disclosure document pursuant to this Section 3.2 (but shall be obligated to continue to prepare such Registration Statement or other disclosure document) if PubCo shall furnish to the Demand Initiating Holders a certificate signed by the chief executive officer or equivalent senior executive of PubCo, stating that the filing or effectiveness of such Registration Statement would require PubCo to make an Adverse Disclosure, in which case PubCo shall have an additional period (each, a “Demand Delay”) of not more than forty-five (45) days within which to file such Registration Statement; provided, however, that PubCo shall not exercise, in any twelve (12) month period, (x) more than one (1) Demand Delay pursuant to this Section 3.2(a)(i) and Shelf Suspension pursuant to Section 3.1(c) in the aggregate, unless consented in writing by the Demand Initiating Holders or (y) aggregate Demand Delays pursuant to this Section 3.2(a)(i) and Shelf Suspensions pursuant to Section 3.1(c) of more than ninety (90) days. Each Holder shall keep confidential the fact that a Demand Delay is in effect, the certificate referred to above and its contents for the permitted duration of the Demand Delay or until otherwise notified by PubCo, except (A) for disclosure to the Holder’s employees, agents and professional advisers who need to know such information and are obligated to keep it confidential, (B) for disclosures to the extent required in order to comply with reporting obligations to its limited partners who have agreed to keep such information confidential and (C) as required by Law.”