Common use of Notifications Regarding Demanded Underwritten Takedowns Clause in Contracts

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 IPO Entity will keep the Holders contemporaneously apprised of all pertinent aspects of any underwritten shelf takedown in order that they may have a reasonable opportunity to exercise their related piggyback rights. Without limiting the IPO Entity’s obligation as described in the preceding sentence, having a reasonable opportunity requires that the Holders be notified by the IPO Entity of an anticipated underwritten takedown (whether pursuant to a demand made by a Blackstone Entity or a Co-Investor or at the IPO Entity’s own initiative) no later than 5:00 pm, New York City time, on (i) where the underwritten takedown takes the form of a Block Sale, the 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 such offering. Each Investor and the IPO Entity agrees to use its good faith efforts to provide advance notice as soon as reasonably practicable to the Investors of such first Investor’s or the IPO Entity’s intention to deliver a takedown notice; provided, however, that none of the Investors 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.