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 or any exercise of piggyback rights in connection therewith will be subject to the constraints of (i) any applicable lockup arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements no longer apply. If a demand has been made for a non-shelf registered offering or for an underwritten shelf 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) covered by a Form S-8 registration statement or a successor form applicable to employee benefit-related offers and sales, (ii) where the securities are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, or (iii) where the offering is a bona fide offering of securities other than Class A Common Stock, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any shelf takedown (whether pursuant to the exercise of demand rights or at the initiative of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transaction.

Limitations on Demand and Piggyback Rights. (a) Any demand for the filing of a registration statement or for a registered offering or takedown or any exercise of piggyback rights in connection therewith will be subject to the constraints of (i) any applicable lockup arrangements, including the lockup restrictions pursuant to the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements no longer apply. No Principal Stockholder shall be subject to such lockup arrangements to the extent such Principal Stockholder holds less than 5% of the then outstanding Common Stock of the Registrant (on a fully exchanged basis assuming all outstanding LLC Units other than those held by the Registrant or its wholly owned subsidiaries were exchanged for Shares). If a demand has been made for a non-shelf registered offering or for an underwritten shelf 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. Notwithstanding anything in this Agreement to the contrary, the Stockholders Holders will not have piggyback or other registration rights with respect to (i) registered primary offerings by the Company Registrant (iA) covered by a Form S-8 registration statement or a successor form applicable solely to employee benefit-related offers and sales, (iiB) where the securities are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, cash or (iiiC) where the offering is a bona fide offering of securities other than Class A Common Stock, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stock. In addition, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to Stock that are registered as part of such offering; or (ii) any shelf takedown (whether registration statement filed pursuant to the exercise of demand rights or at the initiative terms of the Company) that does not constitute a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transactionPIPE Subscription Agreements.

Limitations on Demand and Piggyback Rights. (a) Any demand for Subject to the filing of a registration statement or for a registered offering or takedown or any exercise of piggyback rights limitations set forth in connection therewith this Agreement, the Securityholders will be entitled to demand underwritten shelf takedowns (provided that the Registrable Securities requested to be sold by the demanding Securityholder have a reasonably anticipated aggregate market value of at least $40 million) or, if the Company is not eligible to utilize a shelf registration statement, a non-shelf registered offering; provided, however, such Securityholders, in the aggregate, shall only be entitled to three (3) such underwritten shelf takedowns and, subject to the constraints terms of Section 2.4, three (i3) underwritten non-shelf registered offerings in any applicable lockup arrangements, including fiscal year; provided that the lockup restrictions pursuant Securityholders shall be entitled to demand an unlimited number of shelf take-downs for “at-the-market” offerings where no materially burdensome assistance is required from the applicable Support Agreements, and (ii) the escrow provisions with respect to the Adjustment Escrow Shares under the Merger Agreement and the Escrow Agreement, and such demand (including a demand to exercise piggy-back registration rights) must be deferred until such lockup arrangements and/or escrow arrangements no longer applyCompany. If a demand has been made for an underwritten shelf takedown or, if applicable, such a non-shelf registered offering or for an underwritten shelf takedownoffering, 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 Securityholders 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 such securities being offered are not being sold for cash, including securities issued as consideration in an acquisition covered by a Form S-4, cash or (iii) where the offering is a bona fide offering of securities other than Class A Common Stocknot of the same class as any of the Registrable Securities, even if such securities are convertible into or exchangeable or exercisable for Class A Common Stocksecurities of the same class as any of the Registrable Securities. In additionFurthermore, notwithstanding anything in this Agreement to the contrary, the Stockholders will not have piggyback rights with respect to any a demand for a non-shelf registered offering or a shelf takedown (whether pursuant that, in either case, will result in the imposition of a lockup on the Company may not be made unless the reasonably anticipated aggregate price to the exercise of demand rights or at the initiative public of the Companyshares of Parent Common Stock or Convertible Notes requested to be sold in such registered offering (together with any similar securities being sold for the account of the Company or other Persons) that does not constitute have a Marketed Underwritten Shelf Takedown, including, without limitation, any block trade, bought deal or similar transactionreasonably anticipated aggregate market value of at least $50 million.