Common use of Limitations on Demand and Piggyback Rights Clause in Contracts

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangements, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. After an underwritten offering demanded by a Stockholder, such Stockholder may not make another demand for an underwritten offering prior to 60 days after the expiration of the lockup applicable to its prior demanded offering unless another Stockholder not subject to a similar demand restriction joins in the demand. Notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (ii) where the shares are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than shares, even if such securities are convertible into or exchangeable or exercisable for shares. (b) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement for a reasonable “blackout period” not in excess of 90 days if the board of directors of the Company determines that such registration or offering could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than once in any 360 day period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of other non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (ai) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangements, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. After an underwritten offering demanded by a Stockholder, such Stockholder may not make another demand for an underwritten offering prior to 60 days after the expiration of the lockup applicable to its prior demanded offering unless another Stockholder not subject to a similar demand restriction joins in the demand. Notwithstanding anything in this Agreement to the contrary, the Stockholders Rights Holders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (ii) where the shares Securities are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than sharesSecurities, even if such securities are convertible into or exchangeable or exercisable for sharesSecurities. (bii) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement for a reasonable “blackout period” not in excess of 90 60 days if the board of directors Board (or any successor governing entity or body) of the Company determines that such registration or offering could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than once in any 360 day period. The blackout period will end upon the earlier to occur of, (iA) in the case of a bona fide business or financing transaction, a date not later than 90 60 days from the date such deferral commenced, and (iiB) in the case of disclosure of other non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangements, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. After an underwritten offering demanded by a StockholderHolder, such Stockholder Holder may not make another demand for an underwritten offering prior to 60 days after the expiration of the lockup applicable to its prior demanded offering unless another Stockholder not subject to a similar demand restriction Holder joins in the demand. Notwithstanding anything in this Agreement to the contrary, the Stockholders Holders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (ii) where the shares are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than shares, even if such securities are convertible into or exchangeable or exercisable for shares. (b) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement for a reasonable “blackout period” not in excess of 90 days if the board of directors of the Company determines that such registration or offering could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than once in any 360 day period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of other non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (a) Notwithstanding anything in this Agreement to the contrary, the first two demands, whether a non-shelf offering or an underwritten takedown, must be for underwritten, marketed, registered offerings only. (b) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangementsLock-Ups, and such demand must be deferred until such lockup arrangements constraints no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. After Each Demand Holder shall be permitted a maximum of an aggregate of three demands for underwritten offering demanded by a Stockholder, such Stockholder may not make another demand for an underwritten offering prior offerings pursuant to 60 days after the expiration of the lockup applicable to its prior demanded offering unless another Stockholder not subject to a similar demand restriction joins in the demandSection 2.1 or Section 2.4. Notwithstanding anything in this Agreement to the contrary, each Holder will cease to have any demand registration rights pursuant to this Agreement once such Holder, together with its Affiliates (not including a portfolio company), ceases to “beneficially own” (as such term is defined under the Stockholders Exchange Act) five percent (5%) or more of the outstanding Common Stock. (c) Notwithstanding anything in this Agreement to the contrary, the Company shall not be required to effect more than one demand registration in any 30-day period (with such 30-day period commencing on the closing date of any underwritten offering pursuant to a preceding demand registration). (d) Notwithstanding anything in this Agreement to the contrary, the Holders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-4 or a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and salesform, (ii) where the shares of Common Stock are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than sharesshares of Common Stock, even if such securities are convertible into or exchangeable or exercisable for sharesshares of Common Stock. (be) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any a demand registration, including an underwritten shelf registration statement for a reasonable “blackout period” not in excess of 90 days if takedown, if, based on the board of directors good faith judgment of the Company determines that Company, upon consultation with outside counsel, such registration filing, the effectiveness of a demand registration, or offering could the consummation of an underwritten shelf takedown, as the case may be, would (i) reasonably be expected to materially impede, delay, interfere with or otherwise have a bona fide material adverse effect on any material acquisition of assets (other than in the ordinary course of business), merger, consolidation, tender offer, financing or any other material business or financing transaction of by the Company or is reasonably likely to any of its subsidiaries or (ii) require premature disclosure of informationinformation that has not been, and is otherwise not required to be, disclosed to the public, the premature disclosure of which could materially and adversely affect the Company; , after consultation with outside counsel to the Company, believes would be detrimental the Company, provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of be permitted to impose any shelf registration statement pursuant to this Section 2.6(b) such blackout period more than once two times in any 360 day 12-month period and provided further that any such delay shall not be more than an aggregate of 120 days in any 12-month period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of other non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangementsrestrictions, and such demand must be deferred until such lockup arrangements restrictions expire, are waived or otherwise no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. After an underwritten offering demanded by a Stockholder, such Stockholder may not make another demand for an underwritten offering prior to 60 days after the expiration of the lockup applicable to its prior demanded offering unless another Stockholder not subject to a similar demand restriction joins in the demand. Notwithstanding anything in this Agreement to the contrary, the Stockholders Shareholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) of shares covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and salessales or any registration statement filed solely to cover issuances pursuant to a dividend reinvestment plan, (ii) where the shares are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than shares, even if such securities are convertible into or exchangeable or exercisable for sharesshares that are registered as part of such offering. (b) The Company may postpone defer the filing of a demanded registration statement or suspend the effectiveness facilitation of a registered offering or demanded shelf takedown, in any shelf registration statement such case for a reasonable “blackout period” that shall not in excess of 90 days exceed the applicable limits specified below if the board of directors of the Company determines that such registration registration, offering or offering takedown could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than once in any 360 day period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of other non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information otherwise is otherwise disclosedor becomes public knowledge.

Limitations on Demand and Piggyback Rights. (ai) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangements, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. After an underwritten offering demanded by a Stockholder, such Stockholder may not make another demand for an underwritten offering prior to 60 days after the expiration of the lockup applicable to its prior demanded offering unless another Stockholder not subject to a similar demand restriction joins in the demand. Notwithstanding anything in this Agreement to the contrary, the Carlyle Stockholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (ii) where the shares Shares are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than sharesShares, even if such securities are convertible into or exchangeable or exercisable for sharesShares. (bii) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement for a reasonable “blackout period” not in excess of 90 days if the board Board of directors Directors of the Company determines that such registration or offering could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b4.1(f)(ii) more than once in any 360 day period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of other non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (ai) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangements, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. After an underwritten offering demanded by a Stockholder, such Stockholder may not make another demand for an underwritten offering prior to 60 days after the expiration of the lockup applicable to its prior demanded offering unless another Stockholder not subject to a similar demand restriction joins in the demand. Notwithstanding anything in this Agreement to the contrary, the Carlyle Stockholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (ii) where the shares Shares are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than sharesShares, even if such securities are convertible into or exchangeable or exercisable for sharesShares. (bii) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement for a reasonable “blackout period” not in excess of 90 days if the board of directors of the Company determines that such registration or offering could materially interfere with a bona fide business or financing transaction of would require the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Companymake an Adverse Disclosure; provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b4.1(f)(ii) more than once in any 360 day period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of other non-public informationan Adverse Disclosure, the earlier to occur of (x) the filing by the Company of its next succeeding Form 1020-K F or quarterly report on Form 106-QK, or (y) the date upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangementsrestrictions then in effect, and such demand must be deferred until such lockup arrangements restrictions no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. After an underwritten offering demanded by a Stockholder, such Stockholder may not make another demand for an underwritten offering prior to 60 days after the expiration of the lockup applicable to its prior demanded offering unless another Stockholder not subject to a similar demand restriction joins in the demand. Notwithstanding anything in this Agreement to the contrary, neither the Stockholders nor Warrant Stockholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) of shares covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (ii) where the shares are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than shares, not undertaken primarily for the purpose of evading the requirements of this Article II, even if such securities are convertible into or exchangeable or exercisable for sharesshares that are registered as part of such offering. (b) The Company may postpone defer the filing of a demanded registration statement or suspend the effectiveness facilitation of a registered offering or demanded shelf takedown, in any shelf registration statement such case for a reasonable “blackout period” that shall not in excess of 90 days exceed the applicable limits specified below if the board of directors of the Company determines in good faith (after consultation with external legal counsel) that such registration registration, offering or offering takedown could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone the filing of be permitted to do so (i) for a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(bperiod exceeding sixty (60) more than once days in any 360 ninety (90) day period or (ii) for periods exceeding, in the aggregate, ninety (90) days in any twelve (12) month period. The blackout period will end upon the earlier to occur of, of (i) in the case of a bona fide business or financing transaction, a date not later than 90 sixty (60) days from the date such deferral commenced, commenced and (ii) in the case of disclosure of other non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information otherwise is otherwise disclosedor becomes public knowledge or (z) sixty (60) days from the date such deferral commenced. (c) Notwithstanding anything to the contrary herein, BSPI may not make any demand pursuant to either Section 2.2 or Section 2.5 unless the shares requested to be sold by BSPI and its affiliates in such offering have an aggregate market value (based on the most recent closing price of the shares at the time of the demand) of at least $100 million, unless such demand would result in a sale of all of the shares held by BSPI and its affiliates. For the avoidance of doubt and notwithstanding anything in the foregoing to the contrary, each of BSPI, any affiliated investment entity or any other affiliate of Xxxxxxx Xxxxx & Co. LLC and any fund, investor, entity or account that is or may become managed, sponsored or advised by Xxxxxxx Sachs & Co. LLC or any of its affiliates shall, in each case, be deemed not to be an affiliate of New Mountain or the Company. (d) Notwithstanding anything to the contrary herein, the Warrant Stockholders may not make any demand pursuant to either Section 2.2 or Section 2.5 unless the aggregate amount of shares requested to be sold by the Warrant Stockholders in such offering (i) has an aggregate market value (based on the most recent closing price of the shares at the time of the demand) of at least $100 million, (ii) is equal to fifty percent (50%) of the Warrant Shares (and for this purpose, including any Warrant Shares that are the subject of unexercised Warrants) or (iii) would result in a sale of all of the shares held by the Warrant Stockholders.

Limitations on Demand and Piggyback Rights. (ai) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangements, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. After an underwritten offering demanded by a Stockholder, such Stockholder may not make another demand for an underwritten offering prior to 60 days after the expiration of the lockup applicable to its prior demanded offering unless another Stockholder not subject to a similar demand restriction joins in the demand. Notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a in connection with registrations on Form S-4 or Form S-8 registration statement promulgated by the SEC or a any successor form applicable to employee benefit-related offers and salesor similar forms, (ii) where the shares Shares are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than sharesShares, even if such securities are convertible into or exchangeable or exercisable for sharesShares. (bii) The Company may postpone the filing of a demanded Any registration statement may be suspended or suspend a filing delayed by the effectiveness Company if the Board of any shelf Directors determines in good faith (i) that use by the Stockholders of such proposed registration statement for a reasonable “blackout period” not purposes of effecting offers or sales of Shares pursuant thereto would require, under the Securities Act, premature disclosure in excess such registration statement of 90 days if the board of directors of material, nonpublic information concerning any proposed material transaction involving the Company determines and (ii) that such registration or offering could premature disclosure would be materially interfere with a bona fide business or financing transaction of adverse to the Company or is reasonably likely to require premature disclosure such proposed material transaction or would make the successful consummation by the Company of information, the premature disclosure of which could materially and adversely affect the Companyany such material transaction significantly less likely; provided that all Stockholders shall be treated consistently in connection with each such determination; and provided further, that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness promptly notify each Stockholder in writing of any shelf registration statement pursuant to this Section 2.6(b) such action and provided further, that any such delay may not last more than once sixty (60) days and such delays may not be in effect more than one hundred and twenty (120) days during any 360 three hundred and sixty-five (365) day period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of other non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (a) 13. Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup lock-up arrangements, and such demand must be deferred until such lockup lock-up arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. After an underwritten offering demanded by a Stockholder, such Stockholder may not make another demand for an underwritten offering prior to 60 days after the expiration of the lockup applicable to its prior demanded offering unless another Stockholder not subject to a similar demand restriction joins in the demand. Notwithstanding anything in this Agreement to the contrary, the Stockholders Holders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (iA) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (iiB) where the shares of Common Stock are not being sold for cash or (iiiC) where the offering is a bona fide offering of securities other than sharesshares of Common Stock or other Registrable Securities, even if such securities are convertible into or exchangeable or exercisable for sharesshares of Common Stock. (b) 14. The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement for a reasonable “blackout period” not in excess of 90 consecutive days (but not more than twice in any 12-month period and not sooner than 90 days from any prior postponement) if the board of directors of the Company Board determines that such registration or offering could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than once in any 360 day period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of other non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement Registration Statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangements, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. After an underwritten offering demanded by a Stockholder, such Stockholder may not make another demand for an underwritten offering prior to 60 days after the expiration of the lockup applicable to its prior demanded offering unless another Stockholder not subject to a similar demand restriction joins in the demand. Notwithstanding anything in this Agreement to the contrary, the Stockholders Equityholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-8 registration statement Registration Statement or a successor form applicable to employee benefit-related offers and sales, (ii) where the shares Shares are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than sharesShares, even if such securities are convertible into or exchangeable or exercisable for sharesShares. (b) The Company may postpone the filing of a demanded registration statement Registration Statement or suspend the effectiveness of any shelf registration statement Registration Statement for a reasonable “blackout period” not in excess of 90 days if the board of directors of the Company determines that such registration or offering could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than once in any 360 day period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of other non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed. In no event shall there be more than two blackout periods during any rolling period of 365 days, and the number of days covered by any one or more blackout periods shall not exceed 180 days in the aggregate during any rolling period of 365 days.

Limitations on Demand and Piggyback Rights. (a) Notwithstanding anything in this Agreement to the contrary, the first two demands, whether a non-shelf offering or an underwritten takedown, must be for underwritten, marketed, registered offerings only. (b) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangementsLock-Ups, and such demand must be deferred until such lockup arrangements constraints no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. After Each Demand Holder other than the Colony Financial Entities shall be permitted a maximum of an aggregate of three demands for underwritten offering demanded by offerings pursuant to Section 2.1 or Section 2.4, and the Colony Financial Entities shall be permitted a Stockholder, such Stockholder may not make another maximum of an aggregate of one demand for an underwritten offering prior pursuant to 60 days after Section 2.1 or Section 2.4. Demand Holders are permitted to make joint demands and aggregate the expiration number of Registrable Securities set forth in their requests so as to meet the lockup applicable to its prior demanded offering unless another Stockholder not subject to a similar demand restriction joins minimum requested ownership thresholds set forth in the demand. Sections 2.1 and 2.4. (c) Notwithstanding anything in this Agreement to the contrary, the Stockholders Company shall not be required to effect more than one demand registration in any 30-day period (with such 30-day period commencing on the closing date of any underwritten offering pursuant to a preceding demand registration). (d) Notwithstanding anything in this Agreement to the contrary, the Holders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-4 or a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and salesform, (ii) where the shares of Common Stock are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than sharesshares of Common Stock, even if such securities are convertible into or exchangeable or exercisable for sharesshares of Common Stock. (be) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any a demand registration, including an underwritten shelf registration statement for a reasonable “blackout period” not in excess of 90 days if takedown, if, based on the board of directors good faith judgment of the Company determines that Company, upon consultation with outside counsel, such registration filing, the effectiveness of a demand registration, or offering could the consummation of an underwritten shelf takedown, as the case may be, would (i) reasonably be expected to materially impede, delay, interfere with or otherwise have a bona fide material adverse effect on any material acquisition of assets (other than in the ordinary course of business), merger, consolidation, tender offer, financing or any other material business or financing transaction of by the Company or is reasonably likely to any of its subsidiaries or (ii) require premature disclosure of informationinformation that has not been, and is otherwise not required to be, disclosed to the public, the premature disclosure of which could materially and adversely affect the Company; , after consultation with outside counsel to the Company, believes would be detrimental the Company, provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of be permitted to impose any shelf registration statement pursuant to this Section 2.6(b) such blackout period more than once two times in any 360 day 12-month period and provided further that any such delay shall not be more than an aggregate of 120 days in any 12-month period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of other non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (ai) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangements, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. After an underwritten offering demanded by a Stockholder, such Stockholder may not make another demand for an underwritten offering prior to 60 days after the expiration of the lockup applicable to its prior demanded offering unless another Stockholder not subject to a similar demand restriction joins in the demand. Notwithstanding anything in this Agreement to the contrary, the Stockholders Carlyle Shareholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (ii) where the shares Shares are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than sharesShares, even if such securities are convertible into or exchangeable or exercisable for sharesShares. (bii) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement for a reasonable “blackout period” not in excess of 90 days if the board Board of directors Directors of the Company determines that such registration or offering could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b3.1(f)(ii) more than once in any 360 day period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of other non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (a) Any demand for With respect to any registrations requested pursuant to Section 2.2 or Section 2.4, the filing of a Company may include in such registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangements, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. After an underwritten offering demanded by a Stockholder, such Stockholder may not make another demand for an underwritten offering prior to 60 days after the expiration other equity securities of the lockup applicable to its prior demanded offering unless another Stockholder not subject to a similar demand restriction joins in the demandCompany. Notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-8 registration statement Registration Statement (or a successor form form) applicable to employee benefit-related offers and sales, (ii) where the shares securities are not being sold for cash or cash, (iii) where covered by a registration statement on Form S-4 (or successor form) or (iv) relating to a corporate reorganization pursuant to Rule 145 promulgated by the offering is a bona fide offering of securities other than shares, even if such securities are convertible into or exchangeable or exercisable for sharesSEC. (b) Any demand for the filing of a Registration Statement will be subject to the constraints of any applicable lockup arrangements entered into by the Company in connection with a then pending underwritten offering, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made under this Article II, no further demands may be made so long as the related offering is still being pursued in good faith. (c) The Company may postpone the filing of a demanded registration statement any Registration Statement or suspend the effectiveness of any shelf registration statement Registration Statement, any amendment or post-effective amendment thereto or prospectus supplement for a reasonable “blackout period” not in excess of 90 180 days if the board of directors of the Company determines in good faith that such registration registration, offering, amendment or offering could supplement (i) would materially interfere with a bona fide business business, financing or financing acquisition (including any merger, reorganization, consolidation, tender offer or similar transaction) transaction of the Company or Company, (ii) is reasonably likely to require premature disclosure of material, nonpublic information, the premature disclosure of which could materially the board of directors reasonably determines in the exercise of its good faith judgment (and adversely affect not for the avoidance of its obligations under this Agreement) would not be in the best interests of the Company, or (iii) could not be effected by the Company in compliance with the applicable financial statement requirements under the Securities Act or Exchange Act (such event described in this Section 2.6(c) during which the Company is not required to make such filing, amendment or supplement is herein referred to as a “Permitted Interruption”); provided provided, however, that the Company shall not postpone the filing of a demanded registration statement Registration Statement or suspend the effectiveness of any shelf registration statement Registration Statement pursuant to this Section 2.6(b) 2.6 more than once in any 360 day period. If a Permitted Interruption affects a Registration Statement during the period such Registration Statement remains effective, the Company agrees to notify each of the Stockholders so affected by a Permitted Interruption in writing as promptly as practicable upon each of the commencement and the termination of each Permitted Interruption. The blackout period Company shall not be required in such notice of a Permitted Interruption to disclose the cause for such Permitted Interruption, and each Stockholder agrees, subject to applicable law, that it will end not disclose receipt of such notice of Permitted Interruption to any Person. Each Stockholder agrees that, upon receipt of any such notice from the Company, such Stockholder will forthwith discontinue disposition of Registrable Securities pursuant to the applicable Registration Statement until the earlier to occur of, of (i) in such Stockholder’s receipt of the case Company’s notice as to the termination of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, Permitted Interruption and (ii) in 180 days after receipt of the case original notice of disclosure a Permitted Interruption. In the event of other non-public informationa Permitted Interruption, the earlier duration of the applicable period in which a Registration Statement is to occur of (x) the filing remain effective shall be extended by the number of days of such period. The Company shall reimburse each holder of its next succeeding Form 10-K Registrable Securities for all costs and expenses reasonably incurred by such Stockholder in connection with the postponement or Form 10-Q, or (y) the date upon which withdrawal of such information is otherwise discloseda filing.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup lock-up arrangements, and such demand must be deferred until such lockup lock-up arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. After an underwritten offering demanded by a StockholderHolder, such Stockholder Holder may not make another demand for an underwritten offering prior to 60 days after the expiration of the lockup lock-up applicable to its prior demanded offering unless another Stockholder not subject to a similar demand restriction Holder joins in the demand. Notwithstanding anything in this Agreement to the contrary, the Stockholders Holders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (ii) where the shares are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than sharesshares or other Registrable Securities, even if such securities are convertible into or exchangeable or exercisable for shares. (b) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement for a reasonable “blackout period” not in excess of 90 days if the board of directors of the Company determines that such registration or offering could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than once in any 360 day period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of other non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (ai) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangements, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. After an underwritten offering demanded by a Stockholder, such Stockholder may not make another demand for an underwritten offering prior to 60 days after the expiration of the lockup applicable to its prior demanded offering unless another Stockholder not subject to a similar demand restriction joins in the demand. Notwithstanding anything in this Agreement to the contrary, the Carlyle Stockholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (ii) where the shares Shares are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than sharesShares, even if such securities are convertible into or exchangeable or exercisable for sharesShares. (bii) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement or support for a takedown offering for a reasonable “blackout period” not in excess of 90 days if the board Board of directors Directors of the Company determines that such registration or offering could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b3.1(f)(ii) more than once in any 360 day period. The blackout period will end upon the earlier to occur of, of (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, commenced and (ii) in the case of disclosure of other non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (ai) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangements, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. After an underwritten offering demanded by a Stockholder, such Stockholder may not make another demand for an underwritten offering prior to 60 days after the expiration of the lockup applicable to its prior demanded offering unless another Stockholder not subject to a similar demand restriction joins in the demand. Notwithstanding anything in this Agreement to the contrary, the Stockholders Carlyle Shareholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (ii) where the shares Shares are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than sharesShares, even if such securities are convertible into or exchangeable or exercisable for sharesShares. (bii) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement for a reasonable “blackout period” not in excess of 90 days if the board Board of directors Directors of the Company determines that such registration or offering could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of information, the premature disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b3.1(f)(ii) more than once in any 360 day period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of other non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed.. US-DOCS\120152113.5

Limitations on Demand and Piggyback Rights. (ai) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangements, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. After an underwritten offering demanded by a Stockholder, such Stockholder may not make another demand for an underwritten offering prior to 60 days after the expiration of the lockup applicable to its prior demanded offering unless another Stockholder not subject to a similar demand restriction joins in the demand. Notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (ii) where the shares of Common Stock are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than sharesshares of Common Stock, even if such securities are convertible into or exchangeable or exercisable for sharesshares of Common Stock. (bii) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement for a reasonable “blackout period” not in excess of 90 days if the board Board of directors Directors of the Company determines that such registration or offering could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature public disclosure of information, the premature public disclosure of which could materially and adversely affect the Company; provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b4.1(f)(ii) more than once in any 360 day period. The Any such blackout period will last only for so long as such postponement condition is continuing and, in any event, such blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of other non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise publicly disclosed. (iii) Notwithstanding anything herein to the contrary, in the event that the Carlyle Stockholder and the GIC Stockholder mutually agree in writing to waive their piggyback rights in any registration, all other Stockholders (if any) shall be deemed to have waived their respective piggyback rights with respect to such registration as well, in which case no Stockholder shall be entitled to include any Registrable Securities in such registration.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown will be subject to the constraints of any applicable lockup arrangements, and such demand must be deferred until such lockup arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten takedown, no further demands may be made so long as the related offering is still being pursued. After an underwritten offering demanded by a an Investor Stockholder, such Investor Stockholder may not make another demand for an underwritten offering prior to 60 days after the expiration of the lockup applicable to its prior demanded offering unless another Investor Stockholder not subject to a similar demand restriction joins in the demand. Notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i) covered by a Form S-4 registration statement, Form S-8 registration statement or a successor form applicable to employee benefit-related or stock compensation and incentive offers and sales, sales or (ii) where the shares are not being sold for cash or (iii) where the offering is a bona fide offering of securities other than shares, even if such securities are convertible into or exchangeable or exercisable for sharescash. (b) The Company may postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement for a reasonable “blackout period” not in excess of 90 days if the board of directors of the Company determines that such registration or offering could materially interfere with a bona fide business or financing transaction of the Company or is reasonably likely to require premature disclosure of material, non-public information, the premature disclosure of which could materially the board of directors reasonably determines in the exercise of its good faith judgment (and adversely affect not for the avoidance of its obligations under this Agreement) would not be in the best interests of the Company; provided that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any shelf registration statement pursuant to this Section 2.6(b) more than once 90 days in the aggregate in any 360 360-day period. The blackout period will end upon the earlier to occur of, (i) in the case of a bona fide business or financing transaction, a date not later than 90 days from the date such deferral commenced, and (ii) in the case of disclosure of other non-public information, the earlier to occur of (x) the filing by the Company of its next succeeding Form 10-K or Form 10-Q, or (y) the date upon which such information is otherwise disclosed. (c) If an Investor Stockholder, together with its Affiliates, ceases to hold at least one percent of the shares of Common Stock then issued and outstanding, such Investor Stockholder shall cease to have the right to make a demand for a registered offering pursuant to Sections 2.1 or 2.3 or any demand for a “takedown” of shares off of an effective shelf registration statement pursuant to Section 2.4; provided, that nothing in this Section 2.6(c) shall limit any Investor Stockholder from exercising piggyback rights pursuant to this Agreement or from participating in any offering that may be otherwise effected pursuant to this Agreement or any registration statement or prospectus filed pursuant hereto.