Common use of Piggyback Offering Clause in Contracts

Piggyback Offering. If the Company shall at any time propose to conduct an underwritten offering of Common Shares for cash (a “Company Underwritten Offering”) for its own account or for the account of any other Persons (excluding, for the avoidance of doubt, (i) an offering pursuant to a Registration Statement on Form S-8 or other offering relating solely to an employee benefit plan, (ii) an offering pursuant to a Registration Statement on Form F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto or (iii) an offering in connection with any dividend or distribution reinvestment or similar plan), the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least ten (10) Business Days before) the commencement of the offering, which notice will set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), if known, the anticipated filing date of the registration statement (if applicable) and the number of Common Shares that are proposed to be offered (the “Piggyback Notice”); provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter(s) of a Company Underwritten Offering advises the Company that in their opinion the inclusion of any of a Holder’s Registrable Shares requested for inclusion in the subject Company Underwritten Offering would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such Company Underwritten Offering, the Company shall have no obligation to provide a Piggyback Notice to such Holder and such Holder shall have no right to include any Registrable Shares in such Company Underwritten Offering. The Piggyback Notice shall offer the Holders the opportunity to include in such Company Underwritten Offering the number of Registrable Shares as they may request. The Company shall use its reasonable best efforts to include in each such Company Underwritten Offering such Registrable Shares for which the Company has received written requests for inclusion therein within five (5) Business Days after sending the Piggyback Notice. If the managing underwriter(s) of a Company Underwritten Offering advise the Company and the Holders who have requested their Registrable Shares be included in such offering following a Piggyback Notice that in its or their opinion the inclusion of all of such Holders’ Registrable Shares requested for inclusion in the subject Company Underwritten Offering (and any other Common Shares proposed to be included in such offering) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such offering by the Company, the Company shall include in such Company Underwritten Offering only that number of Common Shares proposed to be included in such Company Underwritten Offering that, in the opinion of the managing underwriter(s), will not have such adverse effect, with such number to be allocated as follows:

Piggyback Offering. If the Company shall at any time propose to conduct an underwritten offering of Common Shares for cash (a “Company Underwritten Offering”) for its own account or for the account of any other Persons (excluding, for the avoidance of doubt, (i) an offering pursuant to a Registration Statement registration statement on Form S-8 or other offering relating solely to an employee benefit plan, (ii) an offering pursuant to a Registration Statement registration statement on Form F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto or (iii) an offering in connection with any dividend or distribution reinvestment or similar plan), the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least ten (10) Business Days before) the commencement of the offering, which notice will set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), if known, the anticipated filing date of the registration statement (if applicable) and the number of Common Shares that are proposed to be offered (the “Piggyback Notice”); provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter(sManaging Underwriter(s) of a Company Underwritten Offering advises the Company that in their opinion the inclusion of any of a Holder’s Registrable Shares requested for inclusion in the subject Company Underwritten Offering would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such Company Underwritten Offering, the Company shall have no obligation to provide a Piggyback Notice to such Holder and such Holder shall have no right to include any Registrable Shares in such Company Underwritten Offering. The Piggyback Notice shall offer the Holders the opportunity to include in such Company Underwritten Offering the number of Registrable Shares as they may request. The Company shall use its reasonable best efforts to include in each such Company Underwritten Offering such Registrable Shares for which the Company has received written requests for inclusion therein within five (5) Business Days after sending the Piggyback Notice. If the managing underwriter(sManaging Underwriter(s) of a Company Underwritten Offering advise the Company and the Holders who have requested their Registrable Shares be included in such offering following a Piggyback Notice that in its or their opinion the inclusion of all of such Holders’ Registrable Shares requested for inclusion in the subject Company Underwritten Offering (and any other Common Shares proposed to be included in such offering) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such offering by the Company, the Company shall include in such Company Underwritten Offering only that number of Common Shares proposed to be included in such Company Underwritten Offering that, in the opinion of the managing underwriter(sManaging Underwriter(s), will not have such adverse effect, with such number to be allocated as follows:

Piggyback Offering. If the Company shall at any time propose proposes to conduct distribute equity securities in an underwritten offering of Common Shares for cash (a “Company Underwritten Offering”) for its own account or for the account of any other Persons (excluding, for the avoidance of doubt, (i) an offering pursuant to a Registration Statement on Form S-8 or other offering relating solely to an employee benefit plan, (ii) an offering pursuant to a Registration Statement on Form F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto or (iii) an offering in connection with any dividend or distribution reinvestment or similar plan), the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least ten (10) Business Days before) the commencement of the offering, which notice will set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), if known, the anticipated filing date of the registration statement (if applicable) and the number of Common Shares that are proposed to be offered (the “Piggyback Notice”); provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter(s) of a Company Underwritten Offering advises the Company that in their opinion the inclusion of any of a Holder’s Registrable Shares requested for inclusion in the subject Company Underwritten Offering would likely have an adverse effect in any material respect on the price, timing through one or distribution of Common Shares proposed to be included in such Company Underwritten Offering, the Company shall have no obligation to provide a Piggyback Notice to such Holder more underwriters and such Holder shall have no right is required to include any Registrable Remaining Excess Shares in such Company Underwritten Offering. The Piggyback Notice shall offer the Holders the opportunity to include in such Company Underwritten Offering pursuant to Article IV, the number of Registrable Shares as they may request. The Company shall use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in each such Registration, if any, all Remaining Excess Shares required to be offered and sold by the Company in such Underwritten Offering such Registrable Shares for which among the securities of the Company has received written requests for inclusion therein within five (5) Business Days after sending the Piggyback Noticeto be distributed by such underwriters in such Registration. If the managing underwriter(s) of a Company proposes to distribute equity securities in an Underwritten Offering advise through one or more underwriters, the Company shall, if requested by any Holder of Registrable Securities pursuant to Section 4.2 and subject to the provisions of Section 4.2(b), use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration. The Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall (i) contain such representations and warranties by, and the Holders who have requested their Registrable Shares be included in such offering following a Piggyback Notice that in its or their opinion the inclusion of all of such Holders’ Registrable Shares requested for inclusion in the subject Company Underwritten Offering (and any other Common Shares proposed to be included in such offering) would likely have an adverse effect in any material respect agreements on the price, timing or distribution of Common Shares proposed to be included in such offering by the Companypart of, the Company to and for the benefit of such Holders of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall include in be conditions precedent to the obligations of such Holders of Registrable Securities. Any such Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company Underwritten Offering only that number or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities and such Holder’s intended method of Common Shares proposed distribution or any other representations required to be included in such Company Underwritten Offering thatmade by the Holder under applicable law, in and the opinion aggregate amount of the managing underwriter(s), will liability of such Holder shall not have exceed such adverse effect, with Holder’s net proceeds from such number to be allocated as follows:Underwritten Offering.

Piggyback Offering. If the Company shall If, at any time propose after the 30-month anniversary of the Effective Date (or in connection with any Lock-up Exception Offering permitted under clause 5.02(a)(viii)), the Company proposes or is required to conduct effect an underwritten offering Underwritten Offering of Common Shares Equity Securities of the Company for cash (a “Company Underwritten Offering”a) for its the Company’s own account or for the account of any (other Persons (excluding, for the avoidance of doubt, than (i) pursuant to an offering pursuant to a Registration Statement on Form S-4 or S-8 (or other offering relating solely to an employee benefit plan, any substitute or similar form that may be adopted by the SEC) or (ii) an offering of securities solely to the Company’s existing security holders) or (b) the account of any holder of Company Common Shares (other than the Investors) pursuant to a Registration Statement on Form F-4 or similar form that relates demand offering requested by such holder, then the Company will give written notice of such proposed filing to a transaction the Investors’ Representative not less than 10 business days prior to filing with the SEC for the applicable offering, and upon the written request, given within 10 business days after delivery of any such notice by the Company, of the Investors to include Registrable Securities in such Underwritten Offering (which request shall specify the number of Registrable Securities proposed to be included in such Underwritten Offering), then the Company shall, subject to Rule 145 under Section 3.03, include all such Registrable Securities in such Underwritten Offering, on the Securities Act or any successor rule thereto or (iii) an offering in connection with any dividend or distribution reinvestment or similar plan), the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least ten (10) Business Days before) the commencement of the offering, which notice will set forth the principal same terms and conditions of as the issuance, including the proposed offering price (Company’s or range of offering prices), if known, the anticipated filing date of the registration statement (if applicable) and the number of such other holder’s Company Common Shares that are proposed to be offered (the a “Piggyback NoticeOffering”); provided, however, notwithstanding that if, at any other provision time after giving written notice of this Agreement, if the managing underwriter(s) of a Company such proposed Underwritten Offering advises and prior to the Company that in their opinion the inclusion effecting of any of a Holder’s Registrable Shares requested for inclusion in the subject Company Underwritten Offering would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such Company Underwritten Offering, the Company or such other holder shall have no determine for any reason not to proceed with the proposed Underwritten Offering of the Company Common Shares or delay the Underwritten Offering of the Company Common Shares, then the Company will give written notice of such determination to the Investors’ Representative and (i) in the case of a determination not to proceed with the proposed Underwritten Offering of Company Common Shares, shall be relieved of its obligation to provide a Piggyback Notice to such Holder and such Holder shall have no right to include offer any Registrable Shares Securities in connection with such abandoned Underwritten Offering and (ii) in the case of a determination to delay the Underwritten Offering of its Company Common Shares, shall be permitted to delay the offer of Registrable Securities for the same period as the delay in the offering of such Company Common Shares; provided that any delay of more than 30 days shall be deemed to be an abandonment of the applicable Underwritten Offering for purposes of this Section 3.02, and the Company shall be required to issue the Investors’ Representative a new notice pursuant to this Section 3.02 and grant the Investors a new opportunity to participate in such Company Underwritten Offering pursuant to this Section 3.02 in the event a determination is made to proceed with such Underwritten Offering. The Piggyback Notice shall offer Company or such other holder will select the Holders the opportunity to include lead Underwriter in such Company Underwritten Offering the number of Registrable Shares as they may request. The Company shall use its reasonable best efforts to include in each such Company Underwritten Offering such Registrable Shares for which the Company has received written requests for inclusion therein within five (5) Business Days after sending the Piggyback Notice. If the managing underwriter(s) of a Company Underwritten Offering advise the Company connection with any offering contemplated by this Section 3.02 and the Holders who have requested their Registrable Shares Investors’ right to participate shall be included conditioned on each participating Investor entering into an underwriting agreement in such offering following a Piggyback Notice that customary form and acting in its or their opinion accordance with the inclusion of all of such Holders’ Registrable Shares requested for inclusion in the subject Company Underwritten Offering (and any other Common Shares proposed to be included in such offering) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such offering by the Company, the Company shall include in such Company Underwritten Offering only that number of Common Shares proposed to be included in such Company Underwritten Offering that, in the opinion of the managing underwriter(s), will not have such adverse effect, with such number to be allocated as follows:provisions thereof.

Piggyback Offering. If If, during the Company shall at Effectiveness Period, Parent proposes or is required to effect (a) an Underwritten Offering of Equity Securities of Parent for Parent’s own account (other than (i) pursuant to an offering on Form S-4 or S-8 (or any time propose to conduct substitute or similar form that may be adopted by the SEC) or (ii) an underwritten offering of Common Shares for cash securities solely to Parent’s existing security holders) or (b) a “Company Underwritten Offering”) for its own account or Roadshow Offering of Equity Securities of Parent for the account of any other Persons holder of Equity Securities of Parent (excludingincluding pursuant to an offering requested by such holder (including the R Investor Group pursuant to Section 2.01(b)), then Parent will give written notice of such proposed filing to each Investor holding Equity Securities of the same type to be registered therein (or, for the avoidance of doubt, that are convertible thereinto) not less than ten Business Days prior to filing with the SEC for the applicable offering, and upon the written request, given within ten Business Days after delivery of any such notice by Parent, of the Investors to include Registrable Securities in such Underwritten Offering (i) an offering pursuant which request shall specify the number of Registrable Securities proposed to a Registration Statement on Form S-8 or other offering relating solely to an employee benefit planbe included in such Underwritten Offering thereby), (ii) an offering pursuant to a Registration Statement on Form F-4 or similar form that relates to a transaction then Parent shall, subject to Rule 145 under the Section 2.03, include all such Registrable Securities Act or any successor rule thereto or (iii) an offering in connection with any dividend or distribution reinvestment or similar plan), the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least ten (10) Business Days before) the commencement of the offeringsame type as those being registered therein (or, which notice will set forth for the principal avoidance of doubt, that are convertible thereinto) in such Underwritten Offering, on the same terms and conditions of the issuance, including the proposed offering price as Parent’s or such other holder’s Parent Equity Securities (or range of offering prices), if known, the anticipated filing date of the registration statement (if applicable) and the number of Common Shares that are proposed to be offered (the a “Piggyback NoticeOffering”); provided, however, notwithstanding any other provision of this Agreement, if Investor that has made such a written request may withdraw its Registrable Securities from such Underwritten Offering by giving written notice to Parent and the managing underwriter(s) underwriter; provided, further, that if, at any time after giving written notice of a Company such proposed Underwritten Offering advises and prior to the Company that in their opinion the inclusion effecting of any of a Holder’s Registrable Shares requested for inclusion in the subject Company Underwritten Offering would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such Company Underwritten Offering, Parent or such other holder shall determine for any reason not to proceed with the Company proposed Underwritten Offering of Parent Equity Securities or delay the Underwritten Offering of Parent Equity Securities, then Parent will give written notice of such determination to the Investors’ Representative and (i) in the case of a determination not to proceed with the proposed Underwritten Offering of Parent Equity Securities, shall have no be relieved of its obligation to provide offer any Registrable Securities in connection with such abandoned Underwritten Offering and (ii) in the case of a Piggyback Notice determination to delay the Underwritten Offering of its Parent Equity Securities, shall be permitted to delay the offer of Registrable Securities for the same period as the delay in the offering of such Holder Parent Equity Securities. Parent or such other holder (in the case of a Demand Offering) will select the lead Underwriter in connection with any offering contemplated by this Section 2.02 and such Holder shall have no the Investors’ right to include any Registrable Shares participate shall be conditioned on each participating Investor entering into an underwriting agreement in such Company Underwritten Offering. The Piggyback Notice shall offer customary form and acting in accordance with the Holders the opportunity to include in such Company Underwritten Offering the number of Registrable Shares as they may request. The Company shall use its reasonable best efforts to include in each such Company Underwritten Offering such Registrable Shares for which the Company has received written requests for inclusion therein within five (5) Business Days after sending the Piggyback Notice. If the managing underwriter(s) of a Company Underwritten Offering advise the Company and the Holders who have requested their Registrable Shares be included in such offering following a Piggyback Notice that in its or their opinion the inclusion of all of such Holders’ Registrable Shares requested for inclusion in the subject Company Underwritten Offering (and any other Common Shares proposed to be included in such offering) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such offering by the Company, the Company shall include in such Company Underwritten Offering only that number of Common Shares proposed to be included in such Company Underwritten Offering that, in the opinion of the managing underwriter(s), will not have such adverse effect, with such number to be allocated as follows:provisions thereof.

Piggyback Offering. If the Company shall If, at any time propose after the Effective Date, the Company is subject to conduct the requirements of Section 13, 14 or 15(d) of the Exchange Act and the Company proposes or is required to effect an underwritten offering Underwritten Offering of Common Shares Equity Securities of the Company for cash (a “Company Underwritten Offering”a) for its the Company’s own account or for the account of any (other Persons (excluding, for the avoidance of doubt, than (i) pursuant to an offering pursuant to in connection with a Registration Statement on Form S-8 merger, acquisition or other offering relating solely to an employee benefit planbusiness combination, (ii) an offering pursuant to a Registration Statement on Form F-4 S-8 (or any substitute or similar form that relates to a transaction subject to Rule 145 under may be adopted by the Securities Act or any successor rule thereto SEC) or (iii) an offering of securities solely to the Company’s existing security holders) or (b) the account of any holder of Company Class A Shares (other than the CB Investors) pursuant to a demand offering requested by such holder, then the Company will give written notice of such proposed filing to the CB Investors’ Representative not less than 10 business days prior to filing with the SEC for the applicable offering, and upon the written request, given within 10 business days after delivery of any such notice by the Company, of the CB Investors to include Registrable Securities in connection with any dividend or distribution reinvestment or similar plansuch Underwritten Offering (which request shall specify the number of Registrable Securities proposed to be included in such Underwritten Offering), then the Company shall promptly notify shall, subject to Section 2.03, include all Holders of such proposal reasonably Registrable Securities in advance of (and in any event at least ten (10) Business Days before) such Underwritten Offering, on the commencement of the offering, which notice will set forth the principal same terms and conditions of as the issuance, including the proposed offering price Company’s or such other holder’s Company Class A Shares (or range of offering prices), if known, the anticipated filing date of the registration statement (if applicable) and the number of Common Shares that are proposed to be offered (the a “Piggyback NoticeOffering”); provided, however, notwithstanding that if, at any other provision time after giving written notice of this Agreement, if the managing underwriter(s) of a Company such proposed Underwritten Offering advises and prior to the Company that in their opinion the inclusion effecting of any of a Holder’s Registrable Shares requested for inclusion in the subject Company Underwritten Offering would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such Company Underwritten Offering, the Company or such other holder shall have no determine for any reason not to proceed with the proposed Underwritten Offering of the Company Class A Shares or delay the Underwritten Offering of the Company Class A Shares, then the Company will give written notice of such determination to the CB Investors’ Representative and (i) in the case of a determination not to proceed with the proposed Underwritten Offering of Company Class A Shares, shall be relieved of its obligation to provide a Piggyback Notice to such Holder and such Holder shall have no right to include offer any Registrable Shares Securities in connection with such abandoned Underwritten Offering and (ii) in the case of a determination to delay the Underwritten Offering of its Company Class A Shares, shall be permitted to delay the offer of Registrable Securities for the same period as the delay in the offering of such Company Class A Shares; provided that any delay of more than 30 days shall be deemed to be an abandonment of the applicable Underwritten Offering for purposes of this Section 2.02, and the Company shall be required to issue the CB Investors’ Representative a new notice pursuant to this Section 2.02 and grant the CB Investors a new opportunity to participate in such Company Underwritten Offering pursuant to this Section 2.02 in the event a determination is made to proceed with such Underwritten Offering. The Piggyback Notice shall offer Company or such other holder will select the Holders the opportunity to include lead Underwriter in such Company Underwritten Offering the number of Registrable Shares as they may request. The Company shall use its reasonable best efforts to include in each such Company Underwritten Offering such Registrable Shares for which the Company has received written requests for inclusion therein within five (5) Business Days after sending the Piggyback Notice. If the managing underwriter(s) of a Company Underwritten Offering advise the Company connection with any offering contemplated by this Section 2.02 and the Holders who have requested their Registrable Shares CB Investors’ right to participate shall be included conditioned on each participating CB Investor entering into an underwriting agreement in such offering following a Piggyback Notice that customary form and acting in its or their opinion accordance with the inclusion of all of such Holders’ Registrable Shares requested for inclusion in the subject Company Underwritten Offering (and any other Common Shares proposed to be included in such offering) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such offering by the Company, the Company shall include in such Company Underwritten Offering only that number of Common Shares proposed to be included in such Company Underwritten Offering that, in the opinion of the managing underwriter(s), will not have such adverse effect, with such number to be allocated as follows:provisions thereof.

Piggyback Offering. If If, during the Company shall at Effectiveness Period, Parent proposes or is required to effect (a) an Underwritten Offering of Equity Securities of Parent for Parent’s own account (other than (i) pursuant to an offering on Form S-4 or S-8 (or any time propose to conduct substitute or similar form that may be adopted by the SEC) or (ii) an underwritten offering of Common Shares for cash securities solely to Parent’s existing security holders) or (b) a “Company Underwritten Offering”) for its own account or Roadshow Offering of Equity Securities of Parent for the account of any other Persons holder of Equity Securities of Parent (excludingincluding pursuant to an offering requested by such holder (including the R Investor Group pursuant to Section 2.01(b), then Parent will give written notice of such proposed filing to each Investor holding Equity Securities of the same type to be registered therein (or, for the avoidance of doubt, that are convertible thereinto) not less than ten Business Days prior to filing with the SEC for the applicable offering, and upon the written request, given within ten Business Days after delivery of any such notice by Parent, of the Investors to include Registrable Securities in such Underwritten Offering (i) an offering pursuant which request shall specify the number of Registrable Securities proposed to a Registration Statement on Form S-8 or other offering relating solely to an employee benefit planbe included in such Underwritten Offering thereby), (ii) an offering pursuant to a Registration Statement on Form F-4 or similar form that relates to a transaction then Parent shall, subject to Rule 145 under the Section 2.03, include all such Registrable Securities Act or any successor rule thereto or (iii) an offering in connection with any dividend or distribution reinvestment or similar plan), the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least ten (10) Business Days before) the commencement of the offeringsame type as those being registered therein (or, which notice will set forth for the principal avoidance of doubt, that are convertible thereinto) in such Underwritten Offering, on the same terms and conditions of the issuance, including the proposed offering price as Parent’s or such other holder’s Parent Equity Securities (or range of offering prices), if known, the anticipated filing date of the registration statement (if applicable) and the number of Common Shares that are proposed to be offered (the a “Piggyback NoticeOffering”); provided, however, notwithstanding any other provision of this Agreement, if Investor that has made such a written request may withdraw its Registrable Securities from such Underwritten Offering by giving written notice to Parent and the managing underwriter(s) underwriter; provided, further, that if, at any time after giving written notice of a Company such proposed Underwritten Offering advises and prior to the Company that in their opinion the inclusion effecting of any of a Holder’s Registrable Shares requested for inclusion in the subject Company Underwritten Offering would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such Company Underwritten Offering, Parent or such other holder shall determine for any reason not to proceed with the Company proposed Underwritten Offering of Parent Equity Securities or delay the Underwritten Offering of Parent Equity Securities, then Parent will give written notice of such determination to the Investors’ Representative and (i) in the case of a determination not to proceed with the proposed Underwritten Offering of Parent Equity Securities, shall have no be relieved of its obligation to provide offer any Registrable Securities in connection with such abandoned Underwritten Offering and (ii) in the case of a Piggyback Notice determination to delay the Underwritten Offering of its Parent Equity Securities, shall be permitted to delay the offer of Registrable Securities for the same period as the delay in the offering of such Holder Parent Equity Securities. Parent or such other holder (in the case of a Demand Offering) will select the lead Underwriter in connection with any offering contemplated by this Section 2.02 and such Holder shall have no the Investors’ right to include any Registrable Shares participate shall be conditioned on each participating Investor entering into an underwriting agreement in such Company Underwritten Offering. The Piggyback Notice shall offer customary form and acting in accordance with the Holders the opportunity to include in such Company Underwritten Offering the number of Registrable Shares as they may request. The Company shall use its reasonable best efforts to include in each such Company Underwritten Offering such Registrable Shares for which the Company has received written requests for inclusion therein within five (5) Business Days after sending the Piggyback Notice. If the managing underwriter(s) of a Company Underwritten Offering advise the Company and the Holders who have requested their Registrable Shares be included in such offering following a Piggyback Notice that in its or their opinion the inclusion of all of such Holders’ Registrable Shares requested for inclusion in the subject Company Underwritten Offering (and any other Common Shares proposed to be included in such offering) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such offering by the Company, the Company shall include in such Company Underwritten Offering only that number of Common Shares proposed to be included in such Company Underwritten Offering that, in the opinion of the managing underwriter(s), will not have such adverse effect, with such number to be allocated as follows:provisions thereof.

Piggyback Offering. If the Company shall at any time following the Repurchase Period propose to conduct an underwritten a registered offering of its Common Shares Stock for cash (a “Company Underwritten Offering”) cash, whether for its own account or for the account of one or more stockholders of the Company, under the Securities Act (other than any other Persons (excluding, for the avoidance of doubt, registration (i) an offering pursuant to a Registration Statement on Form S-8 (or other offering registration solely relating solely to an offering or sale to employees or directors of the Company pursuant to any employee stock plan or other employee benefit planarrangement), (ii) an offering pursuant to a Registration Statement on Form F-4 S-4 (or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto or thereto), (iii) an offering in connection with any dividend or distribution reinvestment or similar planplan or (iv) pursuant to any “at-the-market” offering), then the Company shall promptly notify all Holders the Holder of such proposal reasonably in advance of (and in any event at least ten (10) two Business Days beforebefore in connection with a “bought deal” or Overnight Underwritten Offering) the commencement of the offering, which notice will shall set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), if known, the anticipated filing date of the related registration statement (if applicable) and the number of shares of Common Shares Stock that are proposed to be offered registered (the “Piggyback Notice”). Receipt of any Piggyback Notice required to be provided in this Section 3.2(b) to the Holder shall be kept confidential by the Holder (except that the Holder may share such Piggyback Notice with its legal, financial and other advisors that are under a confidentiality agreement with the Holder or owe the holder a duty of confidentiality) until such proposed offering is (i) publicly announced or (ii) the Holder receives notice that such proposed offering has been abandoned, which such notice shall be provided promptly by the Company to the Holder. The Piggyback Notice shall offer the Holder the opportunity to include in such offering (and any related registration, if applicable) the number of Registrable Securities as the Holder may request in writing (a “Piggyback Offering”); provided, however, notwithstanding any other provision of this Agreement, if that in the managing underwriter(s) of a Company Underwritten Offering advises event that the Company that proposes to effectuate the subject offering pursuant to an effective Shelf Registration Statement of the Company other than an Automatic Shelf Registration Statement, only Registrable Securities of the Holder which are subject to an effective Shelf Registration Statement may be included in their opinion such offering, unless the inclusion of any of a Holder’s Registrable Shares requested for inclusion Company is then able to file an Automatic Shelf Registration Statement and, in the subject Company Underwritten Offering reasonable judgment of the Company, the filing of the same including Registrable Securities of Holders that are not otherwise included in an effective Shelf Registration Statement would likely not have an a material adverse effect in any material respect on the price, timing or distribution of the Common Shares proposed to be included Stock in such Company Underwritten Piggyback Offering, the Company shall have no obligation to provide a Piggyback Notice to such Holder and such Holder shall have no right to include any Registrable Shares in such Company Underwritten Offering. The Piggyback Notice shall offer the Holders the opportunity to include in such Company Underwritten Offering the number of Registrable Shares as they may request. The Company shall use its reasonable best efforts to include in each such Company Underwritten Piggyback Offering such Registrable Shares Securities for which the Company has a received written requests request for inclusion therein (“Piggyback Request”) within five (5) three Business Days after sending the Piggyback NoticeNotice (or one Business Day in connection with a “bought deal” or Overnight Underwritten Offering). If The Company may postpone or withdraw the managing underwriter(s) filing or the effectiveness of a Company registration in connection with a Piggyback Offering at any time in its sole discretion. A Piggyback Offering shall not be considered a Requested Underwritten Offering advise the Company and the Holders who have requested their for purposes of Section 3.2(a). The Holder shall be permitted to withdraw all or part of such Holder’s Registrable Shares be included in such offering following Securities from a Piggyback Notice Offering at any time, and such Holder shall continue to have the right to include any Registrable Securities in any subsequent Underwritten Offerings, all upon the terms and conditions set forth herein. The Managing Underwriter of any Piggyback Offering that in its or their opinion the inclusion of all of such Holders’ Registrable Shares requested for inclusion in the subject Company is an Underwritten Offering (and any other Common Shares proposed to shall be included in such offering) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such offering designated by the Company, the Company shall include in such Company Underwritten Offering only that number of Common Shares proposed to be included in such Company Underwritten Offering that, in the opinion of the managing underwriter(s), will not have such adverse effect, with such number to be allocated as follows:.

Piggyback Offering. If the Company shall at any time propose proposes or is required to conduct effect an underwritten offering Underwritten Offering of Common Shares Equity Securities of the Company for cash (a “Company Underwritten Offering”a) for its the Company’s own account or for the account of any (other Persons (excluding, for the avoidance of doubt, than (i) pursuant to an offering pursuant to in connection with a Registration Statement merger, acquisition or other business combination on Form S-8 or other offering relating solely to an employee benefit planS-4, (ii) an offering pursuant to a Registration Statement on Form F-4 S-8 (or any substitute or similar form that relates to a transaction subject to Rule 145 under may be adopted by the Securities Act or any successor rule thereto SEC) or (iii) an offering of securities solely to the Company’s existing security holders) or (b) the account of any holder of Company Class A Shares pursuant to an underwritten demand offering requested by such holder, then the Company will give written notice of such proposed filing to the Investors not less than 15 Business Days prior to filing with the SEC for the applicable offering, and upon the written request, given within 10 Business Days after delivery of any such notice by the Company, of any Investor to include Registrable Securities in connection with any dividend or distribution reinvestment or similar plansuch Underwritten Offering (which request shall specify the number of Registrable Securities proposed to be included in such Underwritten Offering), then the Company shall promptly notify shall, subject to Section 2.03, include all Holders of such proposal reasonably Registrable Securities in advance of (and in any event at least ten (10) Business Days before) such Underwritten Offering, on the commencement of the offering, which notice will set forth the principal same terms and conditions of as the issuance, including the proposed offering price Company’s or such other holder’s Company Class A Shares (or range of offering prices), if known, the anticipated filing date of the registration statement (if applicable) and the number of Common Shares that are proposed to be offered (the a “Piggyback NoticeOffering”); provided, however, notwithstanding that if, at any other provision time after giving written notice of this Agreement, if the managing underwriter(s) of a Company such proposed Underwritten Offering advises and prior to the Company that in their opinion the inclusion effecting of any of a Holder’s Registrable Shares requested for inclusion in the subject Company Underwritten Offering would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such Company Underwritten Offering, the Company or such other holder shall have no determine for any reason not to proceed with the proposed Underwritten Offering of the Company Class A Shares or delay the Underwritten Offering of the Company Class A Shares, then the Company will give written notice of such determination to such Investor and (i) in the case of a determination not to proceed with the proposed Underwritten Offering of Company Class A Shares, shall be relieved of its obligation to provide a Piggyback Notice to such Holder and such Holder shall have no right to include offer any Registrable Shares Securities in connection with such abandoned Underwritten Offering and (ii) in the case of a determination to delay the Underwritten Offering of its Company Class A Shares, shall be permitted to delay the offer of Registrable Securities for the same period as the delay in the offering of such Company Class A Shares; provided that any delay of more than 30 days shall be deemed to be an abandonment of the applicable Underwritten Offering for purposes of this Section 2.02, and the Company shall be required to issue to the Investors a new notice pursuant to this Section 2.02 and grant the Investors a new opportunity to participate in such Company Underwritten Offering pursuant to this Section 2.02 in the event a determination is made to proceed with such Underwritten Offering. The Piggyback Notice Company or such other holder, as applicable, will select the lead Underwriter in connection with any offering contemplated by this Section 2.02 and each Investor’s right to participate shall offer the Holders the opportunity to include in such Company Underwritten Offering the number of Registrable Shares as they may request. The Company shall use its reasonable best efforts to include in each such Company Underwritten Offering such Registrable Shares for which the Company has received written requests for inclusion therein within five (5) Business Days after sending the Piggyback Notice. If the managing underwriter(s) of a Company Underwritten Offering advise the Company and the Holders who have requested their Registrable Shares be included in such offering following a Piggyback Notice that in its or their opinion the inclusion of all of such Holders’ Registrable Shares requested for inclusion in the subject Company Underwritten Offering (and any other Common Shares proposed to be included in such offering) would likely have an adverse effect in any material respect conditioned on the price, timing or distribution of Common Shares proposed to be included Investor entering into an underwriting agreement in such offering by customary form and acting in accordance with the Company, the Company shall include in such Company Underwritten Offering only that number of Common Shares proposed to be included in such Company Underwritten Offering that, in the opinion of the managing underwriter(s), will not have such adverse effect, with such number to be allocated as follows:provisions thereof.

Piggyback Offering. If the Company shall at any time propose proposes or is required to conduct effect an underwritten offering Underwritten Offering of Common Shares Equity Securities of the Company for cash (a “Company Underwritten Offering”a) for its the Company’s own account or for the account of any (other Persons (excluding, for the avoidance of doubt, than (i) pursuant to an offering pursuant to in connection with a Registration Statement merger, acquisition or other business combination on Form S-8 or other offering relating solely to an employee benefit planS-4, (ii) an offering pursuant to a Registration Statement on Form F-4 S-8 (or any substitute or similar form that relates to a transaction subject to Rule 145 under may \DC - 769367/000002 - 16124210 v12 be adopted by the Securities Act or any successor rule thereto SEC) or (iii) an offering of securities solely to the Company’s existing security holders) or (b) the account of any holder of Company Class A Shares pursuant to an underwritten demand offering requested by such holder, then the Company will give written notice of such proposed filing to the Investors not less than 15 Business Days prior to filing with the SEC for the applicable offering, and upon the written request, given within 10 Business Days after delivery of any such notice by the Company, of any Investor to include Registrable Securities in connection with any dividend or distribution reinvestment or similar plansuch Underwritten Offering (which request shall specify the number of Registrable Securities proposed to be included in such Underwritten Offering), then the Company shall promptly notify shall, subject to Section 2.03, include all Holders of such proposal reasonably Registrable Securities in advance of (and in any event at least ten (10) Business Days before) such Underwritten Offering, on the commencement of the offering, which notice will set forth the principal same terms and conditions of as the issuance, including the proposed offering price Company’s or such other holder’s Company Class A Shares (or range of offering prices), if known, the anticipated filing date of the registration statement (if applicable) and the number of Common Shares that are proposed to be offered (the a “Piggyback NoticeOffering”); provided, however, notwithstanding that if, at any other provision time after giving written notice of this Agreement, if the managing underwriter(s) of a Company such proposed Underwritten Offering advises and prior to the Company that in their opinion the inclusion effecting of any of a Holder’s Registrable Shares requested for inclusion in the subject Company Underwritten Offering would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such Company Underwritten Offering, the Company or such other holder shall have no determine for any reason not to proceed with the proposed Underwritten Offering of the Company Class A Shares or delay the Underwritten Offering of the Company Class A Shares, then the Company will give written notice of such determination to such Investor and (i) in the case of a determination not to proceed with the proposed Underwritten Offering of Company Class A Shares, shall be relieved of its obligation to provide a Piggyback Notice to such Holder and such Holder shall have no right to include offer any Registrable Shares Securities in connection with such abandoned Underwritten Offering and (ii) in the case of a determination to delay the Underwritten Offering of its Company Class A Shares, shall be permitted to delay the offer of Registrable Securities for the same period as the delay in the offering of such Company Class A Shares; provided that any delay of more than 30 days shall be deemed to be an abandonment of the applicable Underwritten Offering for purposes of this Section 2.02, and the Company shall be required to issue to the Investors a new notice pursuant to this Section 2.02 and grant the Investors a new opportunity to participate in such Company Underwritten Offering pursuant to this Section 2.02 in the event a determination is made to proceed with such Underwritten Offering. The Piggyback Notice Company or such other holder, as applicable, will select the lead Underwriter in connection with any offering contemplated by this Section 2.02 and each Investor’s right to participate shall offer the Holders the opportunity to include in such Company Underwritten Offering the number of Registrable Shares as they may request. The Company shall use its reasonable best efforts to include in each such Company Underwritten Offering such Registrable Shares for which the Company has received written requests for inclusion therein within five (5) Business Days after sending the Piggyback Notice. If the managing underwriter(s) of a Company Underwritten Offering advise the Company and the Holders who have requested their Registrable Shares be included in such offering following a Piggyback Notice that in its or their opinion the inclusion of all of such Holders’ Registrable Shares requested for inclusion in the subject Company Underwritten Offering (and any other Common Shares proposed to be included in such offering) would likely have an adverse effect in any material respect conditioned on the price, timing or distribution of Common Shares proposed to be included Investor entering into an underwriting agreement in such offering by customary form and acting in accordance with the Company, the Company shall include in such Company Underwritten Offering only that number of Common Shares proposed to be included in such Company Underwritten Offering that, in the opinion of the managing underwriter(s), will not have such adverse effect, with such number to be allocated as follows:provisions thereof.

Piggyback Offering. (a) If the Company shall at any time propose to conduct an underwritten offering of Common Shares for cash (a “Company Underwritten Offering”) for its own account or for the account of any other Persons (excluding, for the avoidance of doubt, (i) an offering pursuant to a Registration Statement on Form S-8 or other offering relating solely to an employee benefit plan, (ii) an offering pursuant to a Registration Statement on Form F-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto or (iii) an offering in connection with any dividend or distribution reinvestment or similar plan), the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least ten (10) Business Days before) the commencement of the offering, which notice will set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), if known, the anticipated filing date of the registration statement (if applicable) and the number of Common Shares that are proposed to be offered (the “Piggyback Notice”); provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter(s) of a Company Underwritten Offering advises the Company that in their opinion the inclusion of any of a Holder’s Registrable Shares requested for inclusion in the subject Company Underwritten Offering would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such Company Underwritten Offering, the Company shall have no obligation to provide a Piggyback Notice to such Holder and such Holder shall have no right to include any Registrable Shares in such Company Underwritten Offering. The Piggyback Notice shall offer the Holders the opportunity to include in such Company Underwritten Offering the number of Registrable Shares as they may request. The Company shall use its reasonable best efforts to include in each such Company Underwritten Offering such Registrable Shares for which the Company has received written requests for inclusion therein within five (5) Business Days after sending the Piggyback Notice. If the managing underwriter(s) of a Company Underwritten Offering advise the Company and the Holders who have requested their Registrable Shares be included in such offering following a Piggyback Notice that in its or their opinion the inclusion of all of such Holders’ Registrable Shares requested for inclusion in the subject Company Underwritten Offering (and any other Common Shares proposed to be included in such offering) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such offering by the Company, the Company shall include in such Company Underwritten Offering only that number of Common Shares proposed to be included in such Company Underwritten Offering that, in the opinion of the managing underwriter(s), will not have such adverse effect, with such number to be allocated as follows:.

Piggyback Offering. If the Company shall If, at any time propose after the 30-month anniversary of the Effective Date, the Company is subject to conduct the requirements of Section 13, 14 or 15(d) of the Exchange Act and the Company proposes or is required to effect an underwritten offering Underwritten Offering of Common Shares Equity Securities of the Company for cash (a “Company Underwritten Offering”a) for its the Company’s own account or for the account of any (other Persons (excluding, for the avoidance of doubt, than (i) pursuant to an offering pursuant to in connection with a Registration Statement on Form S-8 merger, acquisition or other offering relating solely to an employee benefit planbusiness combination, (ii) an offering pursuant to a Registration Statement on Form F-4 S-8 (or any substitute or similar form that relates to a transaction subject to Rule 145 under may be adopted by the Securities Act or any successor rule thereto SEC) or (iii) an offering of securities solely to the Company’s existing security holders) or (b) the account of any holder of Company Class A Shares (other than the Investors) pursuant to a demand offering requested by such holder, then the Company will give written notice of such proposed filing to the Investor Representatives not less than 10 business days prior to filing with the SEC for the applicable offering, and upon the written request, given within 10 business days after delivery of any such notice by the Company, of the Investors to include Registrable Securities in connection with any dividend or distribution reinvestment or similar plansuch Underwritten Offering (which request shall specify the number of Registrable Securities proposed to be included in such Underwritten Offering), then the Company shall promptly notify shall, subject to Section 6.03, include all Holders of such proposal reasonably Registrable Securities in advance of (and in any event at least ten (10) Business Days before) such Underwritten Offering, on the commencement of the offering, which notice will set forth the principal same terms and conditions of as the issuance, including the proposed offering price Company’s or such other holder’s Company Class A Shares (or range of offering prices), if known, the anticipated filing date of the registration statement (if applicable) and the number of Common Shares that are proposed to be offered (the a “Piggyback NoticeOffering”); provided, however, notwithstanding that if, at any other provision time after giving written notice of this Agreement, if the managing underwriter(s) of a Company such proposed Underwritten Offering advises and prior to the Company that in their opinion the inclusion effecting of any of a Holder’s Registrable Shares requested for inclusion in the subject Company Underwritten Offering would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such Company Underwritten Offering, the Company or such other holder shall have no determine for any reason not to proceed with the proposed Underwritten Offering of the Company Class A Shares or delay the Underwritten Offering of the Company Class A Shares, then the Company will give written notice of such determination to the Investor Representatives and (i) in the case of a determination not to proceed with the proposed Underwritten Offering of Company Class A Shares, shall be relieved of its obligation to provide a Piggyback Notice to such Holder and such Holder shall have no right to include offer any Registrable Shares Securities in connection with such abandoned Underwritten Offering and (ii) in the case of a determination to delay the Underwritten Offering of its Company Class A Shares, shall be permitted to delay the offer of Registrable Securities for the same period as the delay in the offering of such Company Class A Shares; provided that any delay of more than 30 days shall be deemed to be an abandonment of the applicable Underwritten Offering for purposes of this Section 6.02, and the Company shall be required to issue the Investor Representatives a new notice pursuant to this Section 6.02 and grant the Investors a new opportunity to participate in such Company Underwritten Offering pursuant to this Section 6.02 in the event a determination is made to proceed with such Underwritten Offering. The Piggyback Notice shall offer Company or such other holder will select the Holders the opportunity to include lead Underwriter in such Company Underwritten Offering the number of Registrable Shares as they may request. The Company shall use its reasonable best efforts to include in each such Company Underwritten Offering such Registrable Shares for which the Company has received written requests for inclusion therein within five (5) Business Days after sending the Piggyback Notice. If the managing underwriter(s) of a Company Underwritten Offering advise the Company connection with any offering contemplated by this Section 6.02 and the Holders who have requested their Registrable Shares Investors’ right to participate shall be included conditioned on each participating Investor entering into an underwriting agreement in such offering following a Piggyback Notice that customary form and acting in its or their opinion accordance with the inclusion of all of such Holders’ Registrable Shares requested for inclusion in the subject Company Underwritten Offering (and any other Common Shares proposed to be included in such offering) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such offering by the Company, the Company shall include in such Company Underwritten Offering only that number of Common Shares proposed to be included in such Company Underwritten Offering that, in the opinion of the managing underwriter(s), will not have such adverse effect, with such number to be allocated as follows:provisions thereof.

Piggyback Offering. If the Company shall at any time propose to conduct an underwritten offering of Common Shares for cash (a “Company Underwritten Offering”) for its own account or for the account of any other Persons (excluding, for the avoidance of doubt, (i) an offering pursuant to a Registration Statement on Form S-8 or other offering relating solely to an employee benefit plan, (ii) an offering pursuant to a Registration Statement on Form F-4 S-4 or similar form that relates to a transaction subject to Rule 145 under the Securities Act or any successor rule thereto or (iii) an offering in connection with any dividend or distribution reinvestment or similar plan), the Company shall promptly notify all Holders of such proposal reasonably in advance of (and in any event at least ten (10) Business Days before) the commencement of the offering, which notice will set forth the principal terms and conditions of the issuance, including the proposed offering price (or range of offering prices), if known, the anticipated filing date of the registration statement (if applicable) and the number of Common Shares that are proposed to be offered (the “Piggyback Notice”); provided, however, notwithstanding any other provision of this Agreement, if the managing underwriter(s) of a Company Underwritten Offering advises advise the Company that in their reasonable opinion the inclusion of any of a Holder’s Registrable Shares Securities requested for inclusion in the subject Company Underwritten Offering would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such Company Underwritten Offering, the Company shall have no obligation to provide a Piggyback Notice to such Holder and such Holder shall have no right to include any Registrable Shares Securities in such Company Underwritten Offering. The Piggyback Notice shall offer the Holders the opportunity to include in such Company Underwritten Offering the number of Registrable Shares Securities as they may request. The Company shall use its reasonable best efforts to include in each such Company Underwritten Offering such Registrable Shares Securities for which the Company has received written requests for inclusion therein within five (5) Business Days after sending the Piggyback Notice. If the managing underwriter(s) of a Company Underwritten Offering advise the Company and the Holders who have requested their Registrable Shares Securities be included in such offering following a Piggyback Notice that in its or their opinion the inclusion of all of such Holders’ Registrable Shares Securities requested for inclusion in the subject Company Underwritten Offering (and any other Common Shares proposed to be included in such offering) would likely have an adverse effect in any material respect on the price, timing or distribution of Common Shares proposed to be included in such offering by the Company, the Company shall include in such Company Underwritten Offering only that number of Common Shares proposed to be included in such Company Underwritten Offering that, in the opinion of the managing underwriter(s), will not have such adverse effect, with such number to be allocated as follows:: (A) first, to the Company and (B) second, if there remains availability for additional Common Shares to be included in such Company Underwritten Offering, on a pro-rata basis among all Holders desiring to include Registrable Securities based on the number of Registrable Securities held by such Holder. If any Holder disapproves of the terms of any such Company Underwritten Offering, such Holder may elect to withdraw therefrom by written notice to the Company and the managing underwriter(s) delivered on or prior to the time of the commencement of such offering. The Company shall have the right to terminate or withdraw any Company Underwritten Offering initiated by it under this Section 2.04 at any time in its sole discretion whether or not any Holder has elected to include Registrable Securities. The Registration Expenses of such withdrawn registration shall be borne by the Company in accordance with Section 2.08 hereof.