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 any applicable lockup restrictions, and such demand must be deferred until such lockup 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, no Stockholder may make another demand for an underwritten offering prior to the expiration of the lockup, if any, applicable to its prior demanded offering (or, if applicable, 30 days after the date such prior demanded offering was abandoned). Notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback 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 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 shares that are registered as part of such offering.

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 restrictionsarrangements, and such demand must be deferred until such lockup restrictions 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, no Stockholder such Holder may not make another demand for an underwritten offering prior to 60 days after the expiration of the lockup, if any, lockup applicable to its prior demanded offering (or, if applicable, 30 days after unless another Holder joins in the date such prior demanded offering was abandoned)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) of shares covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales or any registration statement filed solely to cover issuances pursuant to a dividend reinvestment plansales, (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 that are registered as part of such offeringshares.

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 restrictionsarrangements, and such demand must be deferred until such lockup restrictions arrangements no longer apply. Each Investor shall be subject to such lockup arrangements so long as an Investor holds more than 1% of the then outstanding Capital Stock of the IPO Entity. 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; provided, that any such offering will not be deemed to be “pursued” if such offering has not been consummated within 45 days of the date on which the registration statement with respect to such offering was declared effective. After an underwritten offering demanded by a Stockholderan Investor, no Stockholder such Investor may not make another demand for an underwritten offering prior to 60 days after the expiration completion of the lockup, if any, applicable to its prior such demanded offering (or, if applicable, 30 days after the date such prior demanded offering was abandoned). 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 IPO Entity (i) of shares covered by a Form S-8 registration statement or a successor form applicable solely to employee benefit-related offers and sales or any registration statement filed solely to cover issuances pursuant to a dividend reinvestment plansales, (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 shares Shares that are registered as part of such offering. Alight Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission.

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 restrictionsarrangements, and such demand must be deferred until such lockup restrictions arrangements no longer apply. Each Investor shall be subject to such lockup arrangements so long as an Investor holds more than 1% of the then outstanding Capital Stock of the IPO Entity. 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; provided, that any such offering will not be deemed to be “pursued” if such offering has not been consummated within 45 days of the date on which the registration statement with respect to such offering was declared effective. After an underwritten offering demanded by a Stockholderan Investor, no Stockholder such Investor may not make another demand for an underwritten offering prior to 60 days after the expiration completion of the lockup, if any, applicable to its prior such demanded offering (or, if applicable, 30 days after the date such prior demanded offering was abandoned). 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 IPO Entity (i) of shares covered by a Form S-8 registration statement or a successor form applicable solely to employee benefit-related offers and sales or any registration statement filed solely to cover issuances pursuant to a dividend reinvestment plansales, (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 shares Shares that are registered as part of such offering.

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 restrictionsarrangements, and such demand must be deferred until such lockup restrictions 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, no such Stockholder may not make another demand for an underwritten offering prior to 60 days after the expiration of the lockup, if any, lockup applicable to its prior demanded offering (or, if applicable, 30 days after unless another Stockholder not subject to a similar demand restriction joins in the date such prior demanded offering was abandoned)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) of shares covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales or any registration statement filed solely to cover issuances pursuant to a dividend reinvestment plansales, (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 that are registered as part of such offeringshares.

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 restrictionslock-up arrangements, and such demand must be deferred until such lockup restrictions 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, no Stockholder such Holder may not make another demand for an underwritten offering prior to 60 days after the expiration of the lockup, if any, lock-up applicable to its prior demanded offering (or, if applicable, 30 days after unless another Holder joins in the date such prior demanded offering was abandoned)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) of shares covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales or any registration statement filed solely to cover issuances pursuant to a dividend reinvestment plansales, (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 that are registered as part of such offeringshares.