Common use of Notifications Regarding Demanded Underwritten Takedowns Clause in Contracts

Notifications Regarding Demanded Underwritten Takedowns. (a) The Company will keep the Stockholders contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown (whether pursuant to a demand made by a Stockholder or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the fifth trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth trading day prior to the date on which the pricing of the relevant takedown occurs. (b) Any Stockholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown must notify the Company and the other Stockholders of the number of shares it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on (i) if applicable, the first trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedown.

Notifications Regarding Demanded Underwritten Takedowns. (a) The Company PubCo will keep the Stockholders contemporaneously Securityholders reasonably apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown demanded by Cadent or HoldCo, as applicable, in order that they Securityholders may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the CompanyPubCo’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders Securityholders be notified by the Company PubCo of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder Cadent or HoldCo, as applicable, or made at the CompanyPubCo’s own initiative) no later than 5:00 pmp.m., New York City time, on (i) if applicable, the fifth trading day second Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth trading day second Business Day prior to the date on which the pricing of the relevant takedown occurs. (b) Any Stockholder Securityholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company PubCo and the other Stockholders Securityholders of the number of shares Registrable Securities it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pmp.m., New York City time, on (i) if applicable, the first trading day Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day Business Day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (a) In order for a Blackstone Entity or a Co-Investor (after the expiration of the Coordination Period) to exercise its right to demand for an underwritten takedown of Shares off a shelf registration statement, it must so notify the IPO Entity in writing indicating the number of Registrable Securities sought to be registered and the proposed plan of distribution. The Company IPO Entity will keep the Stockholders Holders contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the CompanyIPO Entity’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders Holders be notified by the Company IPO Entity of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder Blackstone Entity or made a Co-Investor or at the CompanyIPO Entity’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicablewhere the underwritten takedown takes the form of a Block Sale, the fifth second trading day prior to the date on which the Block Sale is to occur, (ii) where the underwritten takedown takes the form of an offering that will involve a customary “road show” (including any “electronic road show”) or other substantial marketing efforts by the underwriter or underwriters over a period of at least 48 hours, the date that is ten Business Days prior to the date on which the preliminary prospectus or prospectus supplement is intended to be used in connection with such offering, and (ii) in all other cases, the date that is five Business Days day prior to the date on which the preliminary prospectus or prospectus supplement is intended to be used in connection with pre-pricing marketing such offering. Each Investor and the IPO Entity agrees to use its good faith efforts for such takedown is finalized, and (ii) in all cases, the fifth trading day prior to provide advance notice as soon as reasonably practicable to the date on which Investors of such first Investor’s or the pricing IPO Entity’s intention to deliver a takedown notice; provided, however, that none of the relevant takedown occursInvestors or the IPO Entity shall be obligated hereby to provide any such advance notice and, if provided, such advance notice shall not be binding in any respect. (b) Any Stockholder Holder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company IPO Entity and the other Stockholders Holders of the number of shares Shares it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on (i) if applicable, the first trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending Subject to any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (a) The Company will keep the Stockholders contemporaneously Securityholders reasonably apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown demanded by Blackstone or the Continental Holders, as applicable, in order that they Securityholders may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders Securityholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder Blackstone or the Continental Holders, as applicable, or made at the Company’s own initiative) no later than 5:00 pmp.m., New York City time, on (i) if applicable, the fifth trading day second Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth trading day second Business Day prior to the date on which the pricing of the relevant takedown occurs. (b) Any Stockholder Securityholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Stockholders Securityholders of the number of shares Registrable Securities it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pmp.m., New York City time, on (i) if applicable, the first trading day Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day Business Day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (ai) The Company will keep the Sponsor Stockholders contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rightsrights (and in any event, at least two trading days before the filing of a prospectus supplement). Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Sponsor Stockholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder the ORCP Stockholders or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on the second trading day prior to (i1) if applicable, the fifth trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, finalized and (ii2) in all cases, the fifth trading day prior to the date on which the pricing of the relevant takedown occurs. (bii) Any Sponsor Stockholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other ORCP Stockholders of the number of shares Shares it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on the trading day prior to (i1) if applicable, the first trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, finalized and (ii2) in all cases, the first trading day prior to the date on which the pricing of the relevant takedown occurs. Any Sponsor Stockholder may elect to include in such notification to the Company and the ORCP Stockholders a minimum price at which they are willing to sell their Shares in such underwritten shelf takedown and, to the extent a minimum price is included, such Sponsor Stockholder’s Shares will not be included in the underwritten shelf takedown to the extent such minimum price is not met without its express consent. (ciii) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (a) Prior to exercising their demand rights for an underwritten takedown of shares off of a shelf registration statement, the Stockholders will consult with each other in this regard. The Company will keep the Stockholders contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder other Stockholders or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown occurs. (b) Any Stockholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Stockholders of the number of shares it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on (i) if applicable, the first trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (a) In order for a Principal Stockholder to exercise its right to demand an underwritten takedown of Registrable Securities off a shelf registration statement, it must so notify the Registrant in writing indicating the number of Registrable Securities sought to be registered and the proposed plan of distribution. The Company Registrant will keep the Stockholders Holders contemporaneously apprised of all pertinent aspects of any underwritten shelf takedown with respect to which a piggyback right is provided under this Agreement (and in the case of Other Holders excluding, for clarity, any such shelf takedown that is not a Marketed Underwritten Shelf Takedown Offering) in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without In the case of a Marketed Underwritten Shelf Offering, without limiting the CompanyRegistrant’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders Holders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown (whether pursuant to a demand made by a Stockholder or made at Registrant the Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the fifth trading day date that is two Business Days prior to the date on which the preliminary prospectus or prospectus supplement is intended to be used in connection with pre-pricing marketing such offering. Each Principal Stockholder and the Registrant agrees to use its good faith efforts for such takedown is finalized, and (ii) in all cases, the fifth trading day prior to provide advance notice as soon as reasonably practicable to the date on which Principal Stockholders of such first Principal Stockholder’s or the pricing Registrant’s intention to deliver a takedown notice; provided, however, that none of the relevant takedown occursPrincipal Stockholders or the Registrant shall be obligated hereby to provide any such advance notice and, if provided, such advance notice shall not be binding in any respect. (b) Any Stockholder Holder wishing to exercise its piggyback rights with respect to a an Marketed Underwritten Shelf Takedown Offering must notify the Company Registrant and the other Stockholders Holders of the number of shares Registrable Securities it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on (i) if applicable, the first trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending Subject to any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (a) The Company will keep the Stockholders contemporaneously Securityholders reasonably apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown demanded by any of the Investment Entities or Blackstone in order that they Securityholders may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders Securityholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder any of the Investment Entities or Blackstone or made at the Company’s own initiative) no later than 5:00 pmp.m., New York City time, on (i) if applicable, the fifth trading day second Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth trading day second Business Day prior to the date on which the pricing of the relevant takedown occurs. (b) Any Stockholder Securityholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Stockholders Securityholders of the number of shares Registrable Securities it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pmp.m., New York City time, on (i) if applicable, the first trading day Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day Business Day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (a) The Company will keep the Stockholders contemporaneously Securityholders reasonably apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown demanded by Vine Investment, Vine Investment II or Blackstone in order that they Securityholders may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders Securityholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder Vine Investment, Vine Investment II or Blackstone or made at the Company’s own initiative) no later than 5:00 pmp.m., New York City time, on (i) if applicable, the fifth trading day second Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth trading day second Business Day prior to the date on which the pricing of the relevant takedown occurs. (b) Any Stockholder Securityholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Stockholders Securityholders of the number of shares Registrable Securities it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pmp.m., New York City time, on (i) if applicable, the first trading day Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day Business Day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (a) The Company will keep the Stockholders contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder other Stockholders or made at the Company’s own initiative) no later than 5:00 pmp.m., New York City time, on (i) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown occurs. To the extent reasonably practicable, upon receipt of a demand by one or more Investor Stockholders for an underwritten shelf takedown pursuant to Section 2.4, the Company shall provide the other Investor Stockholders with advance notice of the amount requested to be sold by the Investor Stockholders and their respective Affiliates pursuant to such demand, and the other Investor Stockholders shall, to the extent reasonably practicable, provide the Company with notice of whether they wish, together with their Affiliates, to sell a greater percentage of shares than the shares so demanded so that, to the extent reasonably practicable, the Company may be enabled to, and shall, provide notice of the Percentage Limit to the Stockholders in advance of the time at which their notice is due pursuant to Section 3.3(b). (b) Any Stockholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Stockholders of the number of shares it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pmp.m., New York City time, on (i) if applicable, the first second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first second trading day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (a) The Company will keep the Stockholders contemporaneously Holders reasonably apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown demanded by any other Holders in order that they Holders may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders Holders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder Holders or made at the Company’s own initiative) no later than 5:00 pmp.m., New York City time, on (i) if applicable, the fifth trading day second Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all other cases, the fifth trading day second Business Day prior to the date on which the pricing of the relevant takedown occurs. (b) Any Stockholder Holder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Stockholders Holders of the number of shares Registrable Securities it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pmp.m., New York City time, on (i) if applicable, the first trading day Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all other cases, the first trading day Business Day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (a) The Company will keep the Stockholders Investors contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that, upon receipt of a request that an underwritten takedown occur, the Stockholders Investors be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder Requesting Holder or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on (iA) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (iiB) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown occurs. (b) Any Stockholder Investor wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Stockholders Investors of the number of shares Registrable Securities it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on (iA) if applicable, the first trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (iiB) in all cases, the first trading day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending any required public disclosure and subject to applicable legal requirements, the parties hereto will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (aA) The Company Parent will keep the Management Stockholders contemporaneously and Parties reasonably apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rightsrights (and in any event, at least five (5) days before the filing of a prospectus supplement). Without limiting the CompanyParent’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Management Stockholders and Parties be notified by the Company Parent of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a the exercise of demand made rights by a Stockholder Demand Holder or made at the CompanyParent’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown occurs. (bB) Any Management Stockholder or Party wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Stockholders Parent of the number of shares Shares it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on (i) if applicable, the first trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day prior to the date on which the pricing of the relevant takedown occurs. Any Management Stockholder or Party may elect to include in such notification to Parent a minimum price at which they are willing to sell their Shares in such underwritten shelf takedown and, to the extent a minimum price is included, such Stockholder’s Shares will not be included in the underwritten shelf takedown to the extent such minimum price is not met. (cC) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (a) Prior to exercising their demand rights for an underwritten takedown of shares off of a shelf registration statement, the Holders will consult with each other in this regard. The Company will keep the Stockholders Holders contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders Holders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder other Holders or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown occurs. (b) Any Stockholder Holder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Stockholders Holders of the number of shares it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on (i) if applicable, the first trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (ai) The Company will keep the Stockholders Carlyle Shareholders contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders Carlyle Shareholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder other Carlyle Shareholders or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown occurs. (bii) Any Stockholder Carlyle Shareholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Stockholders Carlyle Shareholders of the number of shares Shares it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on (i) if applicable, the first trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day prior to the date on which the pricing of the relevant takedown occurs. (ciii) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (ai) The Company will use its best efforts to keep the Stockholders contemporaneously reasonably apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder the LGP Stockholders or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown occurs. (bii) Any Stockholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Stockholders of the number of shares Shares it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on (i) if applicable, the first trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day prior to the date on which the pricing of the relevant takedown occurs. (ciii) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (ai) The Company will use its best efforts to keep the Stockholders contemporaneously reasonably apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rightsrights (and in any event, at least five (5) days before a filing of a prospectus supplement). Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder the LGP Stockholders or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown occurs. (bii) Any Stockholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Stockholders of the number of shares Shares it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on (i) if applicable, the first trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day prior to the date on which the pricing of the relevant takedown occurs. (ciii) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (a) The Company will keep the Stockholders contemporaneously Securityholders reasonably apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown demanded by Blackstone or Navigation in order that they Securityholders may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders Securityholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder Blackstone or Navigation or made at the Company’s own initiative) no later than 5:00 pmp.m., New York City time, on (i) if applicable, the fifth trading day second Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth trading day second Business Day prior to the date on which the pricing of the relevant takedown occurs. (b) Any Stockholder Securityholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Stockholders Securityholders of the number of shares Registrable Securities it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pmp.m., New York City time, on (i) if applicable, the first trading day Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day Business Day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (ai) The Company will use its best efforts to keep the Stockholders contemporaneously reasonably apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rightsrights (and in any event, at least five (5) days before a filing of a prospectus supplement). Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder the Xxxxxxx Stockholders or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown occurs. (bii) Any Stockholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Stockholders of the number of shares Shares it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on (i) if applicable, the first trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day prior to the date on which the pricing of the relevant takedown occurs. (ciii) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (a) The Company will keep the Stockholders contemporaneously Securityholders reasonably apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown demanded by Xxxxx or NGP in order that they Securityholders may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentencesentence and except as otherwise required by Section 2.6, having a reasonable opportunity requires that the Stockholders Securityholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder Pearl or NGP or made at the Company’s own initiative) no later than 5:00 pmp.m., New York City time, on (i) if applicable, the fifth trading day second Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all other cases, the fifth trading day second Business Day prior to the date on which the pricing of the relevant takedown occurs. (b) Any Stockholder Securityholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Stockholders Securityholders of the number of shares Registrable Securities it seeks to have included in such takedown. Such Except as otherwise required by Section 2.6, such notice must be given as soon as practicable, but in no event later than 5:00 pmp.m., New York City time, on (i) if applicable, the first trading day Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day Business Day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (ai) The Company will keep the Carlyle Stockholders contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Carlyle Stockholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder other Carlyle Stockholders or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown occurs. (bii) Any Carlyle Stockholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Carlyle Stockholders of the number of shares Shares it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on (i) if applicable, the first trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day prior to the date on which the pricing of the relevant takedown occurs. (ciii) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (a) The Company will keep the Stockholders contemporaneously Holders reasonably apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown demanded by any other Holders in order that they Holders may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders Holders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder Demand Holders or made at the Company’s own initiative) no later than 5:00 pmp.m., New York City time, on (i) if applicable, the fifth trading day second Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth trading day second Business Day prior to the date on which the pricing of the relevant takedown occurs. (b) Any Stockholder Holder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Stockholders Holders of the number of shares Registrable Securities it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pmp.m., New York City time, on (i) if applicable, the first trading day Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day Business Day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (a) Prior to exercising their demand rights for an underwritten takedown of Registrable Securities off of a shelf registration statement, the Holders will consult with each other in this regard. The Company will keep the Stockholders Holders contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s 's obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders Holders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder other Holders or made at the Company’s 's own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown occurs. (b) Any Stockholder Holder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Stockholders Holders of the number of shares Registrable Securities it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on (i) if applicable, the first trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (ai) The Company will keep the Carlyle Stockholders contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rightsrights (and in any event, at least two trading days before the filing of a prospectus supplement). Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Carlyle Stockholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder other Carlyle Stockholders or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown occurs. (bii) Any Carlyle Stockholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Carlyle Stockholders of the number of shares Shares it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on (i) if applicable, the first trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day prior to the date on which the pricing of the relevant takedown occurs. (ciii) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (a) The Company will keep the Stockholders Securityholders contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown or other underwritten non-shelf offering in order that they may have a reasonable opportunity to exercise their related piggyback rights, as contemplated by Section 2.5. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders Securityholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten offering (whether pursuant A) in the case of a non-shelf offering, substantially contemporaneously with the beginning of the process to a demand made by a Stockholder or made at prepare and file with the Company’s own initiativeSEC the applicable registration statement, and (B) in the case of an underwritten shelf takedown, no later than 5:00 pm, New York City time, on (i) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown offering occurs. (b) Any Stockholder Securityholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Stockholders Securityholders of the number of shares Registrable Securities it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on (i) if applicable, the first trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending any required public disclosure and subject to applicable legal requirements, the parties Securityholders will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (a) The Company will keep the Stockholders contemporaneously Securityholders reasonably apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown demanded by Imperium in order that they Securityholders may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders be notified by Company notify the Company Securityholders of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder Imperium or made at the Company’s own initiative) no later than 5:00 pmp.m., New York City time, on (i) if applicable, the fifth trading day second Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth trading day second Business Day prior to the date on which the pricing of the relevant takedown occurs. (b) Any Stockholder Securityholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Stockholders Securityholders of the number of shares Registrable Securities it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pmp.m., New York City time, on (i) if applicable, the first trading day Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day Business Day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (ai) The Company will keep the Stockholders contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder other Stockholders or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown occurs. . Promptly (bx) Any Stockholder wishing to exercise its piggyback rights with respect to upon receipt of a Marketed Underwritten Shelf Takedown must notify the Company and the other Stockholders of the number of shares it seeks to have included in such takedown. Such notice must be given as soon as practicable, shelf takedown request (but in no event later more than 5:00 pm, New York City time, on two business days thereafter (i) if applicable, the first trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to such shorter period as may be used reasonably requested in connection with marketing efforts an underwritten “block trade”)) for any underwritten shelf takedown or (y) in the relevant offering is expected case of an underwritten shelf takedown to be finalizedmade at the Company’s own initiative, and following the Company’s election to pursue such underwritten shelf takedown, the Company shall deliver a notice (a “Shelf Takedown Notice”) to each Stockholder with Registrable Securities covered by the applicable Registration Statement (other than the demanding Stockholder, if applicable) (each a “Potential Takedown Participant”) offering each such Potential Takedown Participant the opportunity to include such Registrable Securities in any such underwritten shelf takedown. (ii) in all casesSubject to Section 4.2(e), the first trading Company shall include in such underwritten shelf takedown all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within two business days (or one business day prior if requested in connection with an underwritten “block trade” pursuant to a demand by a Stockholder) after the date that the Shelf Takedown Notice has been delivered. Notwithstanding the delivery of any Shelf Takedown Notice, all determinations as to whether to complete any underwritten shelf takedown and as to the date on which timing, manner, price and other terms of any underwritten shelf takedown contemplated by this Section 4.2(c)(ii) shall be determined by the pricing Stockholder proposing to sell a majority of the relevant takedown occursRegistrable Securities. (ciii) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (a) The Company will keep the Stockholders Equityholders that have piggyback rights in respect of an underwritten shelf takedown contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders Equityholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder other Equityholders or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown occurs. (b) Any Stockholder Equityholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Stockholders Equityholders of the number of shares Registrable Securities it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on (i) if applicable, the first trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (a) The Company Holdings will keep the Stockholders contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown demanded by the Centerbridge Stockholders in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s Holdings’ obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders be notified by the Company Holdings of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder Centerbridge or made at the Company’s Holdings’ own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown occurs. (b) Any Stockholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company Holdings and the other Centerbridge Stockholders of the number of shares Shares it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on (i) if applicable, the first trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. | DC\3606029.6|| (ai) The Company will keep the Carlyle Stockholders contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Carlyle Stockholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder other Carlyle Stockholders or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown occurs. (bii) Any Carlyle Stockholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Carlyle Stockholders of the number of shares Shares it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on (i) if applicable, the first trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day prior to the date on which the pricing of the relevant takedown occurs. (ciii) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (a) The Company will keep the Stockholders Shareholders contemporaneously apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders Shareholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown takedown (whether pursuant to a demand made by a Stockholder Shareholder or made at the Company’s own initiative) no later than 5:00 pm, New York City time, on (i) if applicable, the fifth second trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth second trading day prior to the date on which the pricing of the relevant takedown occurs. The Company shall not be required to effect more than one underwritten shelf takedown during any 180 day period. (b) Any Stockholder Shareholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown shelf takedown must notify the Company and the other Stockholders Shareholders of the number of shares it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pm, New York City time, on (i) if applicable, the first trading day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedowntakedown.

Notifications Regarding Demanded Underwritten Takedowns. (a) The Company will keep the Stockholders contemporaneously Securityholders reasonably apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown demanded by an Argos Party in order that they Securityholders may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders Securityholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder an Argos Party or made at the Company’s own initiative) no later than 5:00 pmp.m., New York City time, on (i) if applicable, the fifth trading day second Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth trading day second Business Day prior to the date on which the pricing of the relevant takedown occurs. (b) Any Stockholder Securityholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Stockholders Securityholders of the number of shares Registrable Securities it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pmp.m., New York City time, on (i) if applicable, the first trading day Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day Business Day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.

Notifications Regarding Demanded Underwritten Takedowns. (a) The Company will keep the Stockholders contemporaneously Securityholders reasonably apprised of all pertinent aspects of any Marketed Underwritten Shelf Takedown underwritten shelf takedown demanded by Cadent or CWE, as applicable, in order that they Securityholders may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the Company’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Stockholders Securityholders be notified by the Company of an anticipated Marketed Underwritten Shelf Takedown underwritten takedown (whether pursuant to a demand made by a Stockholder Cadent or CWE, as applicable, or made at the Company’s own initiative) no later than 5:00 pmp.m., New York City time, on (i) if applicable, the fifth trading day second Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with pre-pricing marketing efforts for such takedown is finalized, and (ii) in all cases, the fifth trading day second Business Day prior to the date on which the pricing of the relevant takedown occurs. (b) Any Stockholder Securityholder wishing to exercise its piggyback rights with respect to a Marketed Underwritten Shelf Takedown an underwritten shelf takedown must notify the Company and the other Stockholders Securityholders of the number of shares Registrable Securities it seeks to have included in such takedown. Such notice must be given as soon as practicable, but in no event later than 5:00 pmp.m., New York City time, on (i) if applicable, the first trading day Business Day prior to the date on which the preliminary prospectus or prospectus supplement intended to be used in connection with marketing efforts for the relevant offering is expected to be finalized, and (ii) in all cases, the first trading day Business Day prior to the date on which the pricing of the relevant takedown occurs. (c) Pending any required public disclosure and subject to applicable legal requirements, the parties will maintain appropriate confidentiality of their discussions regarding a prospective Marketed Shelf Underwriting Takedownunderwritten takedown.