Plan of Distribution, Underwriters, Advisors and Counsel. If a registration pursuant to this Section 2.1 involves an underwritten offering, the Holders of a majority of the Registrable Securities included in such underwritten offering shall have the right to (i) determine the plan of distribution (including a Piggyback Synthetic Secondary), (ii) select the investment banker or bankers, managers and any provider of advisory services, which may include Affiliates of the Holders and/or Persons who provide other services to the Holders or their Affiliates, to administer the offering, including the lead managing underwriter (provided that such investment banker or bankers, managers and providers of advisory services shall be reasonably satisfactory to the Company) and (iii) select counsel for the selling Holders. Notwithstanding anything to the contrary in this Section 2.1, the Holders of a majority of the Registrable Securities included in such underwritten offering may, at their election, cause the Company to undertake a Public Offering of the Company’s Securities for its own account and use the net proceeds therefrom to purchase or redeem the number of Registrable Securities requested for registration pursuant to Section 2.1 (subject to Section 2.1(c)) (a “Piggyback Synthetic Secondary”). If the Holders elect a Piggyback Synthetic Secondary, unless otherwise agreed to by the Company and BGLH, the Company shall purchase or redeem each Registrable Security selected by BGLH for such purchase or redemption, and in each case for cash in immediately available funds in an amount equal to the net proceeds from each share of Common Stock received by the Company from the Piggyback Synthetic Secondary, determined after deduction of underwriting discounts or commissions attributable to the sale of such Securities and any transfer taxes relating to the registration or sale of such Securities.
Plan of Distribution, Underwriters, Advisors and Counsel. If a requested registration pursuant to this Section 2.2 involves an underwritten offering, the Holders of a majority of the Registrable Securities included in such underwritten offering shall have the right to (i) determine the plan of distribution, (ii) select the investment banker or bankers, managers and any provider of advisory services, which may include Affiliates of Blackstone to administer the offering, including the lead managing underwriter (provided that such investment banker or bankers, managers and providers of advisory services shall be reasonably satisfactory to the Company, such acceptance not to be unreasonably withheld, conditioned or delayed) and (iii) select counsel for the selling Holders.
Plan of Distribution, Underwriters, Advisors and Counsel. If a registration pursuant to this Section 2.1 involves an underwritten offering that is initiated by selling holders, the Holders that initiated such underwritten offering (by action of the holders of a majority of the Registrable Securities requested to be registered thereby) shall have the right to (i) determine the plan of distribution and (ii) select the investment banker or bankers and managers and any provider of advisory services, which may include Affiliates of Blackstone, to administer the offering, including the lead managing underwriter (provided that such investment banker or bankers, managers and any providers of advisory services shall be reasonably satisfactory to the Company whose approval shall not be unreasonably withheld, conditioned or delayed) and (iii) select counsel for the selling Blackstone Entities. If a registration pursuant to this Section 2.1 involves an underwritten offering that is initiated by the Company, the Company shall have the right to (i) determine the plan of distribution and (ii) select the investment banker or bankers and managers to administer the offering, including the lead managing underwriter.
Plan of Distribution, Underwriters, Advisors and Counsel. If a requested registration pursuant to this Section 2.2 involves an underwritten offering, the Demand Party shall have the right to (i) determine the plan of distribution, (ii) select the investment banker or bankers, managers and any provider of advisory services, which may include Affiliates of the Sponsor Holders, to administer the offering, including the lead managing underwriter (provided that such investment banker or bankers, managers and providers of advisory services shall be reasonably satisfactory to the Company) and (iii) select counsel for the selling Holders.
Plan of Distribution, Underwriters, Advisors and Counsel. If a majority of the Registrable Securities proposed to be sold in an underwritten offering through a non-shelf registration statement or through a shelf takedown is being sold by PubCo for its own account, PubCo will be entitled to determine the plan of distribution and select the managing underwriters and any provider of advisory services for such offering. Otherwise, Securityholders holding a majority of the Shares requested to be included in such offering will be entitled to determine the plan of distribution and select the managing underwriters and any provider of advisory services; provided that such investment banker or bankers, managers and providers of advisory services shall be reasonably satisfactory to PubCo), and will also be entitled to select counsel for the selling Securityholders (which may be the same as counsel for PubCo).
Plan of Distribution, Underwriters, Advisors and Counsel. If a majority of the Registrable Securities proposed to be sold in an underwritten offering through a non-shelf registration statement or through a shelf takedown is being sold by the Company for its own account, the Company will be entitled to determine the plan of distribution and select the managing underwriters and any provider of advisory services, which may include Affiliates of Blackstone, for such offering. Otherwise, Securityholders holding a majority of the Shares requested to be included will be entitled to determine the plan of distribution and select the managing underwriters and any provider of advisory services, which may include Affiliates of Blackstone; provided that such investment banker or bankers, managers and providers of advisory services shall be reasonably satisfactory to the Company, and will also be entitled to select counsel for the selling Securityholders (which may be the same as counsel for the Company).
Plan of Distribution, Underwriters, Advisors and Counsel. If a majority of the Registrable Securities proposed to be sold in an underwritten offering through a non-shelf registration statement or through a shelf takedown is being sold by the Company for its own account, the Company will be entitled to determine the plan of distribution and select the managing underwriters and any provider of advisory services, which may include Affiliates of Blackstone, for such offering. Otherwise, Blackstone, if participating in such offering (or Securityholders holding a majority of the Shares requested to be included if Blackstone is not participating in such offering), will be entitled to determine the plan of distribution and select the managing underwriters and any provider of advisory services, which may include Affiliates of Blackstone; provided that such investment banker or bankers, managers and providers of advisory services shall be reasonably satisfactory to the Company), and will also be entitled to select counsel for the selling Securityholders (which may be the same as counsel for the Company).
Plan of Distribution, Underwriters, Advisors and Counsel. If a majority of the shares proposed to be sold in an underwritten offering through a non-shelf registration statement or through a shelf takedown is being sold by the Company for its own account, the Company will be entitled to determine the plan of distribution and select the managing underwriters for such offering. Otherwise, Shareholders holding a majority of the shares requested to be included in such offering will be entitled to determine the plan of distribution and select the managing underwriters and any provider of capital markets advisory services, which may include affiliates of the Shareholders, and such majority will also be entitled to select counsel for the selling Shareholders (which may be the same as counsel for the Company). In the case of a shelf registration statement, the plan of distribution will provide as much flexibility as is reasonably possible, including with respect to resales by transferee Shareholders.
Plan of Distribution, Underwriters, Advisors and Counsel. If a registration pursuant to this Section 2.1 involves an underwritten offering, the Sponsor Holders of a majority of the Registrable Securities included in such underwritten offering shall have the right to (i) determine the plan of distribution, (ii) select the investment banker or bankers, managers and any provider of advisory services, which may include Affiliates of the Sponsor Holders, to administer the offering, including the lead managing underwriter (provided that such investment banker or bankers, managers and providers of advisory services shall be reasonably satisfactory to the Company) and (iii) select counsel for the selling Sponsor Holders.
Plan of Distribution, Underwriters, Advisors and Counsel. If a majority of the Shares proposed to be sold in an underwritten offering through a non-shelf registration statement or through an underwritten shelf takedown is being sold by the Company for its own account, the Company will be entitled to determine the plan of distribution and select the managing underwriters and any provider of advisory services, which may include Affiliates of the Securityholders, for such offering. Otherwise, the Refinitiv Holders, if participating in such offering (or Securityholders holding a majority of the Registrable Securities requested to be included if the Refinitiv Holders are not participating in such offering), will be entitled to determine the plan of distribution and select the managing underwriters and any provider of advisory services, which may include Affiliates of the Securityholders; provided that such investment banker or bankers, managers and providers of advisory services shall be reasonably satisfactory to the Company and the Securityholders holding a majority of the Registrable Securities participating in such offering (if not the Refinitiv Holders). Refinitiv Holders, if participating in such offering (or Securityholders holding a majority of the Registrable Securities requested to be included if the Refinitiv Holders are not participating in such offering), will be entitled to select counsel for the selling Securityholders (which may be the same as counsel for the Company). In the case of a shelf registration statement, the plan of distribution will provide as much flexibility as is reasonably possible and as requested by any Securityholders holding a majority of the Registrable Securities participating in such shelf registration.
