Common use of Long-Form Registrations Clause in Contracts

Long-Form Registrations. (i) The OEP Parties may request an aggregate of three (3), (ii) the Deerfield Parties may request an aggregate of one (1) and (iii) the Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties) may request an aggregate of one (1) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective; provided that, Pubco shall not be obligated to effect, or to take any action to effect, any Long-Form Registration unless the aggregate market price of the Registrable Securities requested to be registered in such Long-Form Registration exceeds $20,000,000 at the time of request; provided, further, that Pubco shall only be obligated to effect, or take any action to effect, three (3) Long-Form Registrations in the case of any request therefor by any of the OEP Parties, one (1) Long-Form Registrations in the case of any request therefor by any of the Deerfield Parties and one (1) Long-Form Registration in the case of any request therefor by Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties). A registration shall not count as a permitted Long-Form Registration until it has become effective and unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event Pubco shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations hereunder.

Long-Form Registrations. (i) The OEP Parties Majority TOI Investors, on behalf of any and all TOI Investors, may request an aggregate of three one (3)1) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective, and (ii) the Majority Deerfield Parties Investors may request an aggregate of one (1) and (iii) the Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties) may request an aggregate of one (1) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective; in each case, provided that, Pubco shall not be obligated to effect, or to take any action to effect, any Long-Form Registration (x) unless the aggregate market price of the Registrable Securities requested to be registered in such Long-Form Registration exceeds $20,000,000 25,000,000 at the time of request, or (y) if Pubco has already effected a Demand Registration (which became effective) in the preceding 45-day period; provided, further, that Pubco shall only be obligated to effect, or take any action to effect, three (3) Long-Form Registrations in the case of any request therefor by any of the OEP Parties, one (1) Long-Form Registrations in the case of any request therefor by any of the Deerfield Parties and one (1) Long-Form Registration for each of the two groups identified in the case first sentence of any request therefor by Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Partiesthis Section 2(b). A registration shall not count as a the sole permitted Long-Form Registration until it has become effective and unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event Pubco shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations hereunder.

Long-Form Registrations. (i) The OEP Parties Majority Presto Investors, on behalf of any and all Presto Investors, may request an aggregate of three two (3)2) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective, (ii) the Deerfield Parties Majority [***] Investors, on behalf of any and all [***] Investors, may request an aggregate of one two (12) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective, and (iii) the Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties) Sponsors may request an aggregate of one two (12) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective; in each case, provided that, thatif Pubco shall not be obligated to effect, or to take any action to effect, any Longhas already effected a Demand Registration (which became effective) in the preceding 45-Form Registration unless the aggregate market price of the Registrable Securities requested to be registered in such Long-Form Registration exceeds $20,000,000 at the time of requestday period; provided, further, that Pubco shall only be obligated to effect, or take any action to effect, three two (32) Long-Form Registrations in the case of any request therefor by any for each of the OEP PartiesMajority Presto Investors, one (1) Long-Form Registrations in the case of any request therefor by any of Majority [***] Investors and the Deerfield Parties and one (1) Long-Form Registration in the case of any request therefor by Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties)Sponsors. A registration shall not count as a one of the permitted Long-Form Registration Registrations until it has become effective and unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event Pubco shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations hereunder.

Long-Form Registrations. (i) The OEP Parties may request an aggregate of three (3Subject to paragraph 11.1(a)(i), Maxtor will be entitled at any time after the date hereof to request Maxtor Long-Form Registrations in which (iisubject to Section 11.5(b)) the Deerfield Parties Company will pay all Registration Expenses ("Company-paid Long-Form Registrations"); provided that Maxtor may not request an aggregate of one more than two (12) Maxtor Long-Form Registrations (each a "Maxtor Company-paid Long-Form Registration"), and (iii) provided that no requests may be made prior to the Investors (other than any OEP Party) holding a majority first anniversary of the Registrable Securities (other than those held by date hereof. A registration will not count as one of the OEP Parties) may request an aggregate of one (1) permitted Maxtor Company-paid Long-Form Registrations until it has become effective, and no Company-paid Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such will count as one of the permitted Maxtor Long-Form Registration has become effective; provided that, Pubco shall not be obligated Registrations unless Maxtor is able to effect, or to take any action to effect, any Long-Form Registration unless the aggregate market price register and sell at least 85% of the its Registrable Securities requested to be registered included in such Long-Form Registration exceeds $20,000,000 registration; provided that in any event (ii) Subject to paragraph 11.1(a)(ii), the holders of Registrable Securities will be entitled at the any time of request; provided, further, that Pubco shall only be obligated to effect, or take any action to effect, three (3) request Other Long-Form Registrations in which (subject to Section 11.5(b)) the case Company will pay all Registration Expenses ("Company-paid Long- Form Registrations"); provided that the holders of any Registrable Securities may not request therefor by any of the OEP Parties, one more than four (14) Other Long-Form Registrations in the case of any request therefor by any (each an "Other Company-paid Long-Form Registration"). A registration will not count as one of the Deerfield Parties permitted Other Company-paid Long-Form Registrations until it has become effective, and one (1) no Company-paid Long-Form Registration in the case of any request therefor by Investors (other than any OEP Party) holding a majority will count as one of the Registrable Securities (other than those held by the OEP Parties). A registration shall not count as a permitted Other Long-Form Registration until it has become effective and Registrations unless the holders of Registrable Securities are able to register and sell at least 9085% of the Registrable Securities requested to be included in such registration; provided that in any event Pubco shall the Company will pay all Registration Expenses in connection with any registration initiated as a an Other Company-paid Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations hereundereffective.

Long-Form Registrations. (i) The OEP Parties may request an aggregate of three (3), (ii) the Target Investor Majority may request an aggregate of three (3), (iii) the Deerfield Parties may request an aggregate of one (1) and (iiiiv) the Investors (other than any OEP PartyParties and the Target Investors) holding a majority of the Registrable Securities (other than those held by the OEP PartiesParties and the Target Investors) may request an aggregate of one (1) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective; provided that, Pubco shall not be obligated to effect, or to take any action to effect, any Long-Form Registration unless the aggregate market price of the Registrable Securities requested to be registered in such Long-Form Registration exceeds $20,000,000 at the time of request; provided, further, that Pubco shall only be obligated to effect, or take any action to effect, three (3) Long-Form Registrations in the case of any request therefor by any of the OEP Parties, three (3) Long-Form Registrations in the case of any request therefor by the Target Investor Majority, one (1) Long-Form Registrations in the case of any request therefor by any of the Deerfield Parties and one (1) Long-Form Registration in the case of any request therefor by Investors (other than any OEP PartyParties and the Target Investors) holding a majority of the Registrable Securities (other than those held by the OEP PartiesParties and the Target Investors). A registration shall not count as a permitted Long-Form Registration until it has become effective and unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event Pubco shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations hereunder.

Long-Form Registrations. (i) The OEP Parties Majority Presto Investors, on behalf of any and all Presto Investors, may request an aggregate of three (3)two Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective, (ii) the Deerfield Parties Majority Metropolitan Parties, on behalf of any and all Metropolitan Parties, may request an aggregate of one (1) two Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective, and (iii) the Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties) Sponsors may request an aggregate of one (1) two Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective; in each case, provided that, that if Pubco shall not be obligated to effect, or to take any action to effect, any Longhas already effected a Demand Registration (which became effective) in the preceding 45-Form Registration unless the aggregate market price of the Registrable Securities requested to be registered in such Long-Form Registration exceeds $20,000,000 at the time of requestday period; provided, further, that Pubco shall only be obligated to effect, or take any action to effect, three (3) two Long-Form Registrations in the case of any request therefor by any for each of the OEP PartiesMajority Presto Investors, one (1) Long-Form Registrations in the case of any request therefor by any of the Deerfield Majority Metropolitan Parties and one (1) Long-Form Registration in the case of any request therefor by Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties)Sponsors. A registration shall not count as a one of the permitted Long-Form Registration Registrations until it has become effective and unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event Pubco shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations hereunder.

Long-Form Registrations. (i) The OEP Parties may request an aggregate of three (3), (ii) the Deerfield Parties may request an aggregate of one (1) and (iii) the Investors (other than any OEP Party) Holders holding a majority of the Registrable Securities may request two (other than those 2) Long-Form Registrations, (ii) GPM HP SCF Investor, LLC, GPM Owner LLC, and the Ares Entities holding in the aggregate at least two-thirds of the Registrable Securities held by the OEP Parties) such Holders may request an aggregate of one (1) Long-Form Registration Registration, (iii) Xxxx Xxxxxx (including Holders affiliated with Xx. Xxxxxx) and Xxxxxx Xxxxxxx (including Holders affiliated with Xx. Xxxxxxx) holding in the aggregate at least two-thirds of the Registrable Securities held by such Holders may request one (1) Long-Form Registration, and (iv) [MSD Entities] holding in the aggregate at least two-thirds of the Registrable Securities held by such Holders may request one (1) Long-Form Registration, in each case of the foregoing subclauses (i) – (iv), in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective; provided that, Pubco shall not be obligated to effect, or to take any action to effect, any Long-Form Registration unless the aggregate market price of the Registrable Securities requested to be registered in such Long-Form Registration exceeds $20,000,000 25,000,000 at the time of request; provided, further, that Pubco shall only be obligated to effect, or take any action to effect, three (3) Long-Form Registrations in the case of any request therefor by any of the OEP Parties, one (1) Long-Form Registrations in the case of any request therefor by any of the Deerfield Parties and one (1) Long-Form Registration in the case of any request therefor by Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties). A registration shall not count as a the sole permitted Long-Form Registration until it has become effective and unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event Pubco shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations hereunder.

Long-Form Registrations. (i) The OEP Parties may request an aggregate of three (3), (ii) the Deerfield Parties may request an aggregate of one (1) and (iii) the Investors (other than any OEP Party) Holders holding a majority of the Registrable Securities may request two (other than those 2) Long-Form Registrations, (ii) GPM HP SCF Investor, LLC, GPM Owner LLC, and the Ares Entities holding in the aggregate at least two-thirds of the Registrable Securities held by the OEP Parties) such Holders may request an aggregate of one (1) Long-Form Registration Registration, (iii) Xxxx Xxxxxx (including Holders affiliated with Xx. Xxxxxx) and Xxxxxx Xxxxxxx (including Holders affiliated with Xx. Xxxxxxx) holding in the aggregate at least two-thirds of the Registrable Securities held by such Holders may request one (1) Long-Form Registration, and (iv) MSD SIF Holdings, L.P., MSD Credit Opportunity Master Fund, L.P., MSD Private Credit Opportunity Master Fund 2, L.P., Lombard International Life LTD., on behalf of its Segregated Account BIGVA005, MSD SBAFLA Fund, L.P., and MSD Special Investments Fund, L.P. (collectively, the “MSD Entities”) holding in the aggregate at least two-thirds of the Registrable Securities held by such Holders may request one (1) Long-Form Registration, in each case of the foregoing subclauses (i) — (iv), in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective; provided that, Pubco shall not be obligated to effect, or to take any action to effect, any Long-Form Registration unless the aggregate market price of the Registrable Securities requested to be registered in such Long-Form Registration exceeds $20,000,000 25,000,000 at the time of request; provided, further, that Pubco shall only be obligated to effect, or take any action to effect, three (3) Long-Form Registrations in the case of any request therefor by any of the OEP Parties, one (1) Long-Form Registrations in the case of any request therefor by any of the Deerfield Parties and one (1) Long-Form Registration in the case of any request therefor by Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties). A registration shall not count as a the sole permitted Long-Form Registration until it has become effective and unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event Pubco shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations hereunder.

Long-Form Registrations. (i) The OEP Parties Majority Presto Investors, on behalf of any and all Presto Investors, may request an aggregate of three (3)two Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective, (ii) the Deerfield Parties Majority Silver Rock Investors, on behalf of any and all Silver Rock Investors, may request an aggregate of one (1) two Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective, and (iii) the Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties) Sponsors may request an aggregate of one (1) two Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective; in each case, provided that, thatif Pubco shall not be obligated to effect, or to take any action to effect, any Longhas already effected a Demand Registration (which became effective) in the preceding 45-Form Registration unless the aggregate market price of the Registrable Securities requested to be registered in such Long-Form Registration exceeds $20,000,000 at the time of requestday period; provided, further, that Pubco shall only be obligated to effect, or take any action to effect, three (3) two Long-Form Registrations in the case of any request therefor by any for each of the OEP PartiesMajority Presto Investors, one (1) Long-Form Registrations in the case of any request therefor by any of Majority Silver Rock Investors and the Deerfield Parties and one (1) Long-Form Registration in the case of any request therefor by Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties)Sponsors. A registration shall not count as a one of the permitted Long-Form Registration Registrations until it has become effective and unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event Pubco shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations hereunder.

Long-Form Registrations. (i) The OEP Parties Majority Caremax Investors, on behalf of any and all Caremax Investors, may request an aggregate of three one (3)1) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective, (ii) the Deerfield Parties Majority IMC Investors, on behalf of any and all IMC Investors, may request an aggregate of one (1) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective and (iii) the Majority Deerfield Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Parties) may request an aggregate of one (1) Long-Form Registration in which Pubco shall pay all Registration Expenses whether or not any such Long-Form Registration has become effective; in each case, provided that, Pubco shall not be obligated to effect, or to take any action to effect, any Long-Form Registration (x) unless the aggregate market price of the Registrable Securities requested to be registered in such Long-Form Registration exceeds $20,000,000 (or with respect to the Shelf Demand Right, $5,000,000) at the time of request, or (y) if Pubco has already effected a Demand Registration (which became effective) in the preceding 45-day period; provided, further, that Pubco shall only be obligated to effect, or take any action to effect, three (3) Long-Form Registrations in the case of any request therefor by any of the OEP Parties, one (1) Long-Form Registrations in the case of any request therefor by any of the Deerfield Parties and one (1) Long-Form Registration for each of the three groups identifed in the case first sentence of any request therefor by Investors (other than any OEP Party) holding a majority of the Registrable Securities (other than those held by the OEP Partiesthis Section 2(b). A registration shall not count as a the sole permitted Long-Form Registration until it has become effective and unless the holders of Registrable Securities are able to register and sell at least 90% of the Registrable Securities requested to be included in such registration; provided that in any event Pubco shall pay all Registration Expenses in connection with any registration initiated as a Long-Form Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Long-Form Registrations hereunder.