Common use of No Inconsistent Agreements; Additional Rights Clause in Contracts

No Inconsistent Agreements; Additional Rights. The Company has not entered, and shall not hereafter enter, into any agreement with respect to its securities which is inconsistent with the rights granted to the Holders in this Agreement. If the Company has entered into or enters into a registration rights agreement with a third party, the Company shall promptly send a copy thereof to the Holders. If such registration rights agreement provides such third party with terms more favorable than those set forth herein with respect to Holders of an equal or greater number of the Company’s Common Stock (determined by reference to the Common Stock held by the Sponsor Holders collectively, on the one hand, and the Common Stock held by the Non-Sponsor Holders collectively, on the other), this Agreement shall, to the extent so requested by any such Holders, be amended so as to provide such Holders with substantially the same material terms as provided to such other third party. In the event the Company engages in a merger or consolidation in which the shares of Common Stock are converted into Securities of another company, appropriate arrangements shall be made so that the registration rights provided under this Agreement continue to be provided to Holders by the issuer of such Securities. To the extent such new issuer, or any other company acquired by the Company in a merger or consolidation, was bound by registration rights that would conflict with the provisions of this Agreement, the Company shall use its best efforts to modify any such “inherited” registration rights so as not to interfere in any material respects with the rights provided under this Agreement. In addition, in the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Holder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Holder that provides each such Holder with registration rights vis-á-vis such NewCo that are substantially identical to those set forth in this Agreement.

No Inconsistent Agreements; Additional Rights. The Company has not enteredhereby covenants and agrees that neither the Company nor any of its Subsidiaries shall hereafter enter into, and shall not hereafter enterneither the Company nor any of its Subsidiaries is currently a party to, into any agreement with respect to its securities which that is inconsistent with the rights granted to the Holders in holders of Registrable Securities by this Agreement. If Without the prior written consent of each Registration Rights Party, neither the Company has entered into nor any of its Subsidiaries shall grant to any Person or enters into a agree to otherwise become obligated in respect of the rights of registration rights agreement with a third party, in the Company shall promptly send a copy thereof to nature or substantially in the Holders. If such registration rights agreement provides such third party with terms more favorable than nature of those set forth herein in Section 2 of this Agreement that would have priority over the Registrable Securities with respect to Holders the inclusion of an equal or greater number of the Company’s Common Stock (determined by reference to the Common Stock held by the Sponsor Holders collectively, on the one handsuch securities in any registration, and the Common Stock held by Company hereby represents and warrants that, as of the Non-Sponsor Holders collectivelydate hereof, on the other), this Agreement shall, no registration or similar rights have been granted to the extent so requested by any such Holders, be amended so as to provide such Holders with substantially the same material terms as provided to such other third party. In the event the Company engages in a merger or consolidation in which the shares of Common Stock are converted into Securities of another company, appropriate arrangements shall be made so that the registration rights provided under this Agreement continue to be provided to Holders by the issuer of such Securities. To the extent such new issuer, or any other company acquired by the Company in a merger or consolidation, was bound by registration rights that would conflict with the provisions of Person other than pursuant to this Agreement, the Company Subscription Agreements and the Existing Registration Rights Agreement; provided that, without the prior written consent of each Registration Rights Party, neither the Existing Registration Rights Agreement nor the Subscription Agreements may be amended in a way that would result in such agreements being inconsistent with or violating the rights granted to the Registration Rights Parties by this Agreement or resulting in the holders thereunder having rights that are more favorable to such holders or prospective holders than the rights granted to the Registration Rights Parties hereunder; provided, further, that no additional parties shall use its best efforts to modify any such “inherited” be granted registration rights so under the Existing Registration Rights Agreement (other than “Permitted Transferees” as not to interfere in any material respects with defined therein) without the rights provided under this Agreementprior written consent of the Registration Rights Parties. In additionFor the avoidance of doubt, in the event Registration Rights Parties each acknowledge and agree that the Company effects may include securities of the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, parties to the Subscription Agreement and any Holder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Holder that provides each such Holder with registration rights vis-á-vis such NewCo that are substantially identical to those set forth in this AgreementExisting Registration Rights Agreement on the Resale Shelf Registration Statement.

No Inconsistent Agreements; Additional Rights. The Neither the Company has not enterednor any of its Subsidiaries shall hereafter enter into, and shall not hereafter enterneither the Company nor any of its Subsidiaries is currently a party to, into any agreement with respect to its securities which that is inconsistent with the rights granted to the Holders in holders of Registrable Securities by this Agreement. If Without the prior written consent of each Registration Rights Party, neither the Company has entered into nor any of its Subsidiaries shall grant to any Person or enters into a agree to otherwise become obligated in respect of the rights of registration rights agreement with a third party, in the Company shall promptly send a copy thereof to nature or substantially in the Holders. If such registration rights agreement provides such third party with terms more favorable than nature of those set forth herein in Section 2 of this Agreement that would have priority over or parity with the Registrable Securities with respect to Holders the inclusion of an equal or greater number of the Company’s Common Stock (determined by reference to the Common Stock held by the Sponsor Holders collectively, on the one handsuch securities in any registration, and the Common Stock held by Company hereby represents and warrants that, as of the Non-Sponsor Holders collectivelydate hereof, on the other), this Agreement shall, no registration or similar rights have been granted to the extent so requested by any such Holders, be amended so as to provide such Holders with substantially the same material terms as provided to such other third party. In the event the Company engages in a merger or consolidation in which the shares of Common Stock are converted into Securities of another company, appropriate arrangements shall be made so that the registration rights provided under this Agreement continue to be provided to Holders by the issuer of such Securities. To the extent such new issuer, or any other company acquired by the Company in a merger or consolidation, was bound by registration rights that would conflict with the provisions of Person other than pursuant to this Agreement, the Company Existing Registration Rights Agreement and the Subscription Agreements (as defined in the Business Combination Agreements); provided that, without the prior written consent of each Registration Rights Party, neither the Existing Registration Rights Agreement nor the Subscription Agreements may be amended in a way that would result in such agreements being inconsistent with or violating the rights granted to the Registration Rights Parties by this Agreement or resulting in the holders thereunder having rights that are more favorable to such holders or prospective holders than the rights granted to the Registration Rights Parties hereunder; provided further that no additional parties shall use its best efforts to modify any such “inherited” be granted registration rights so under the Existing Registration Rights Agreement (other than “Permitted Transferees” as not to interfere in any material respects with defined therein) without the rights provided under this Agreementprior written consent of the Registration Rights Parties. In additionFor the avoidance of doubt, in the event Registration Rights Party acknowledge and agree that the Company effects may include securities of the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, parties to the Existing Registration Rights Agreement and any Holder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Holder that provides each such Holder with registration rights vis-á-vis such NewCo that are substantially identical to those set forth in this AgreementSubscription Agreement on the Resale Shelf Registration Statement.

No Inconsistent Agreements; Additional Rights. The Company has not enteredand WLRS hereby acknowledge and agree that (i) the Prior Agreement shall be terminated and cancelled and (ii) the rights and privileges set forth in this Article IV shall effective, as of the Company Merger Effective Time. For avoidance of doubt, upon effectiveness, the rights and privileges set forth in this Article IV shall be in lieu of, and not in addition to, those set forth in the Prior Agreement. The Company shall not hereafter enterenter into, into and, after giving effect to the termination described in this Section 4.6 is not currently a party to, any agreement with respect to its securities which is inconsistent with the rights granted the Selling Equityholders pursuant to Section 2.3 and Section 2.9 of the Merger Agreement, including the Company’s obligations with respect to the offering and sale of any Remaining Excess Shares or the rights granted to the Holders in of Registrable Securities by this Agreement. If Without the consent of the Qualifying Shareholders, or, as long as the Company has entered into or enters into a registration rights agreement obligations with a third partyrespect to any Remaining Excess Shares, the Selling Equityholders, the Company shall promptly send not enter into any agreement granting registration or similar rights to any Person, and hereby represents and warrants that, as of the date hereof, no registration or similar rights have been granted to any other Person other than pursuant to this Agreement. Notwithstanding the foregoing, the Company may enter into a copy thereof to the Holders. If such customary registration rights agreement provides such third party in connection with terms more favorable than those set forth herein the Equity Financing with respect to Holders of an equal or greater number of purchasers other than WLRS, (which may also include the 30,000 shares transferred by WLRS to the Company’s Common Stock three (determined by reference to the Common Stock held by the Sponsor Holders collectively, 3) independent directors) with similar size limitations on the one hand, Underwritten Offerings and the Common Stock held by the Non-Sponsor Holders collectively, on the other), this Agreement shall, to the extent so requested by any such Holders, be amended so PiggyBack Requests as to provide such Holders with substantially the same material terms as provided to such other third party. In the event the Company engages in a merger or consolidation in which the shares of Common Stock are converted into Securities of another company, appropriate arrangements shall be made so that the registration rights provided under this Agreement continue to be provided to Holders by the issuer of such Securities. To the extent such new issuer, or any other company acquired by the Company in a merger or consolidation, was bound by registration rights that would conflict with the provisions of this Agreement, the Company shall use its best efforts to modify any such “inherited” registration rights so as not to interfere in any material respects with the rights provided under this Agreement. In addition, in the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Holder will receive equity interests in any such NewCo as part of such separation, the Company shall cause any such NewCo to enter into a registration rights agreement with each such Holder that provides each such Holder with registration rights vis-á-vis such NewCo that are substantially identical to those set forth in this AgreementArticle 4 unless otherwise consented to by TPG. Such registration rights agreement may provide for the filing of a resale Shelf Registration Statement covering all shares of common stock issued in the Equity Financing (other than those purchased by WLRS) within fifteen (15) days following the consummation of the Mergers and will be subject to the prior written consent of TPG, which may not be unreasonably withheld.

No Inconsistent Agreements; Additional Rights. The Company has not enteredany Person (other than a Holder) exercising a contractual right to demand Registration, as the case may be, proposes to sell, (ii) second, and shall not hereafter enter, into any agreement with respect only if all the securities referred to its securities which is inconsistent with the rights granted to the Holders in this Agreement. If the Company has entered into or enters into a registration rights agreement with a third partyclause (i) have been included, the Company shall promptly send a copy thereof to the Holders. If such registration rights agreement provides such third party with terms more favorable than those set forth herein with respect to Holders of an equal or greater number of Registrable Securities that, in the Company’s Common Stock (determined by reference opinion of such managing underwriter or underwriters, can be sold without having such adverse effect in such Registration, which such number shall be allocated pro rata among the Holder(s) that have requested to participate in such Registration based on the Common Stock relative number of Registrable Securities then held by the Sponsor Holders collectively, on the one hand, and the Common Stock held by the Non-Sponsor Holders collectively, on the other), this Agreement shall, Holder(s) (provided that any securities thereby allocated to the extent so requested by any such Holders, be amended so as to provide such Holders with substantially Holder(s) that exceed the same material terms as provided to such other third party. In the event the Company engages in a merger or consolidation in which the shares of Common Stock are converted into Securities of another company, appropriate arrangements Holder(s)’s request shall be made so that reallocated among the registration rights provided under this Agreement continue remaining requesting iinvestors in like manner),and (iii) third, only if all the securities referred to be provided to Holders by the issuer of such Securities. To the extent such new issuer, or any other company acquired by the Company in a merger or consolidation, was bound by registration rights that would conflict with the provisions of this Agreementclause (ii) have been included, the Company shall use its best efforts to modify any such “inherited” registration rights so as not to interfere in any material respects with the rights provided under this Agreement. In additionnumber of Registrable Securities that, in the event that the Company effects the separation of any portion of its business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Holder will receive equity interests in any such NewCo as part opinion of such separationmanaging underwriter or underwriters, can be sold without having such adverse effect in such Registration, which such number shall be allocated pro rata among the Company shall cause any Holders (excluding the Holder(s)) that have requested to participate in such NewCo to enter into a registration rights agreement with Registration based on the relative number of Registrable Securities then held by each such Holder (provided that provides each any securities thereby allocated to a Holder that exceed such Holder with registration rights vis-á-vis Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iv) fourth, and only if all of the Registrable Securities referred to in clause (iii) have been included in such NewCo that are substantially identical to those set forth Registration, any other securities eligible for inclusion in this Agreementsuch Registration that, in the opinion of the managing underwriter or underwriters, can be sold without having such adverse effect in such Registration.