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

Limitations on Demand and Piggyback Rights. (i) 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. 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) in connection with registrations on Form S-4 or Form S-8 promulgated by the SEC or any successor or similar forms, (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. (ii) The Stockholders shall not be permitted to sell any securities pursuant to Section 3.1 at any time that the Board of Directors determines in good faith that it would be materially detrimental to the Company or its stockholders for sales of securities to be made; provided that all Stockholders shall be treated consistently in connection with each such determination; and provided further, that the Company shall promptly notify each Stockholder in writing of any such action and provided further, that any such delay may not last more than sixty (60) days and such delays may not be in effect more than one hundred and twenty (120) days during any three hundred and sixty-five (365) day period.

Limitations on Demand and Piggyback Rights. (i) 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. Notwithstanding anything in this Agreement to the contrary, none of the Sponsor Stockholders will not have piggyback or other registration rights with respect to registered primary offerings by the Company (i1) in connection with registrations on Form S-4 or covered by a Form S-8 promulgated by the SEC registration statement or any a successor or similar formsform applicable to employee benefit-related offers and sales, (ii2) where the Shares are not being sold for cash or (iii3) 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. (ii) The Stockholders shall Company may postpone the filing (but not be permitted to sell the preparation) of a demanded registration statement or suspend the effectiveness of any securities pursuant to Section 3.1 at any time that shelf registration statement for a reasonable “blackout period” not in excess of 90 days if the Board of Directors determines in good faith (after consultation with external legal counsel) that it would be such registration or offering (1) could materially detrimental to interfere with any material proposed acquisition, disposition, financing, reorganization, recapitalization or similar transaction involving the Company or any of its stockholders for sales of securities Subsidiaries then under consideration or (2) require the Company to be mademake an Adverse Disclosure; provided that all Stockholders shall be treated consistently in connection with each such determination; and provided furtherprovided, that the Company shall promptly notify each Sponsor Stockholder in writing of any such action and determination; provided further, that the Company shall not postpone the filing of a demanded registration statement or suspend the effectiveness of any such delay may not last shelf registration statement pursuant to this Section 3.1(g)(ii) more than sixty (60) days and such delays may not be once in effect more than one hundred and twenty (120) days during any three hundred and sixty360-five (365) day period. The blackout period will end upon the earlier to occur of the date (1) that is 90 days from the date such deferral commenced and (2) upon which such information is otherwise disclosed.

Limitations on Demand and Piggyback Rights. (iA) 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. Notwithstanding anything in this Agreement to the contrary, none of the Stockholders will not have demand, piggyback or other registration rights with respect to registered primary offerings by the Company Parent (i) in connection with registrations on Form S-4 or Form S-8 promulgated by the SEC or any successor or similar forms, (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. (iiB) The Stockholders shall not be permitted to sell any securities pursuant to this Section 3.1 3 in connection with any underwritten offering of Shares following the Initial Public Offering at any time that the Board of Directors determines in good faith that it would be materially detrimental to the Company Parent or its stockholders for sales of securities to be made; provided that all Stockholders shall be treated consistently in connection with each such determination; and provided further, that the Company Parent shall promptly notify each Management Stockholder and Party in writing of any such action and provided further, that any such delay may not last more than sixty (60) days and such delays may not be in effect more than one hundred and twenty (120) days during any three hundred and sixty-five (365) day period.