Preservation of Demand Registration. A registration undertaken by the Company at the request of the Requesting Holder will not count as a Demand Registration:
(i) if, pursuant to the Vestar Demand Right or the Employee Demand Right, the Requesting Holders fail to register and sell at least 85% of the Registrable Securities requested to be included in such registration by them; or
(ii) if the Requesting Holders withdraw a Registration Request (A) upon the determination of the Board to postpone the filing or effectiveness of a Registration Statement pursuant to Section 5.1(d) or (B) within ten days of receiving notice from the Company of its intent to exercise its Priority Right in connection with such registration.
Preservation of Demand Registration. A registration undertaken by the Company at the request of the Requesting Holder will not count as a Demand Registration:
(i) if, pursuant to the Vestar Demand Right, the Marathon Demand Right or the Xxxxxxx Family Demand Right the Requesting Holders fail to register and sell at least 75% of the Registrable Securities requested to be included in such registration by them, unless such failure results from any act of, or failure to act by, any of the Requesting Holders (provided that if the Requesting Holders withdraw their Registration Request prior to the time the registration statement therefor is declared effective and promptly reimburse the Company for all Registration Expenses incurred by the Company in connection with effecting such registration, such Registration Request shall not count as a Demand Registration); or
(ii) if the Requesting Holders withdraw a Registration Request (A) upon the determination of the management committee or, as the case may be, board of directors of the Company to postpone the filing or effectiveness of a Registration Statement pursuant to Section 5.1(d) or (B) within 10 days of receiving notice from the Company of its intent to exercise its Priority Right in connection with such registration.
Preservation of Demand Registration. A registration undertaken by the Company at the request of the Requesting Holder under Section 2.1(a) will not count as a Demand Registration:
(i) if, pursuant to the Demand Right, the Requesting Holders are unable to register and sell at least 50% of the Registrable Shares requested to be included in such registration by them, unless such failure results from any act of, or failure to act by, any of the Requesting Holders;
(ii) if the Requesting Holders withdraw their Registration Request prior to the time the Registration Statement therefor is declared effective and promptly reimburse the Company for all Registration Expenses incurred by the Company in connection with effecting such registration, such Registration Request shall not count as a Demand Registration so long as this provision has not been previously utilized by the Sponsor Group within the immediately preceding 18 months; or
(iii) if the Requesting Holders withdraw a Registration Request upon the determination of the board of directors of the Company to postpone the filing or effectiveness of a Registration Statement pursuant to Section 2.1(f).
Preservation of Demand Registration. A registration undertaken by the Issuer at the request of the Requesting Holder will not count as a Demand Registration:
(i) if, pursuant to the Vestar Demand Right or the Pro-Fac Demand Right, the Requesting Holders fail to register and sell at least 75% of the Registrable Securities requested to be included in such registration by them, unless such failure results from any act of, or failure to act by, any of the Requesting Holders (provided, that if the Requesting Holders withdraw their Registration Request prior to the time the registration statement therefor is declared effective because the price payable for securities included in such offering is not acceptable to the Requesting Holders, such Registration Request shall not count as a Demand Registration); or
(ii) if the Requesting Holders withdraw a Registration Request (A) upon the determination of the management committee or, as the case may be, board of directors of the Issuer to postpone the filing or effectiveness of a Registration Statement pursuant to Section 5.1(d) or (B) within 10 days of receiving notice from the Issuer of its intent to exercise its Priority Right in connection with such registration.
Preservation of Demand Registration. A registration undertaken by the Company at the request of the Requesting THL Holders or RGHI, as applicable, will not count as a Demand Registration:
(i) if, pursuant to the THL Demand Right or the RGHI Demand Right, as applicable, the Requesting THL Holders or RGHI, as applicable, fail to register and sell at least 75% of the Registrable Securities requested to be included in such registration by them, unless such failure results from any act of, or failure to act by, any of the Requesting THL Holders or RGHI, as applicable (provided that if the Requesting THL Holders or RGHI, as applicable, withdraw their Registration Request prior to the time the registration statement therefor is declared effective); or
(ii) if the Requesting THL Holders or RGHI, as applicable, withdraw a Registration Request upon the determination of the Board to postpone the filing or effectiveness of a Registration Statement pursuant to Section 6.1(d).
Preservation of Demand Registration. A registration undertaken by the Company at the request of the Requesting Holder will not count as a Demand Registration:
(i) if, pursuant to the Vestar Demand Right, the Requesting Holders fail to register and sell at least 75% of the Registrable Securities requested to be included in such registration by them, unless such failure results from any act of, or failure to act by, any of the Requesting Holders (provided that if the Requesting Holders withdraw their Registration Request prior to the time the registration statement therefore is declared effective and promptly reimburse the Company for all Registration Expenses incurred by the Company in connection with effecting such registration, such Registration Request shall not count as a Demand Registration); or
(ii) if the Requesting Holders withdraw a Registration Request (A) upon the determination of the Management Committee or, as the case may be, Board of Directors of the Company to postpone the filing or effectiveness of a Registration Statement pursuant to paragraph 5.1(d) or (B) within ten days of receiving notice from the Company of its intent to exercise its Priority Right in connection with such registration.
Preservation of Demand Registration. A registration undertaken by the Company at the request of the Requesting THL Holders or RGHI, as applicable, will not count as a Demand Registration:
(i) if, pursuant to the THL Demand Right or the RGHI Demand Right, as applicable, the Requesting THL Holders or RGHI and the Trust, as applicable, fail to register and sell at least 75% of the Registrable Securities requested to be included in such registration by them, unless such failure results from any act of, or failure to act by, any of the Requesting THL Holders, RGHI or the Trust, as applicable (provided that if the Requesting THL Holders, or RGHI, as applicable, withdraw their Registration Request prior to the time the registration statement therefor is declared effective and pay all expenses in connection with such Registration Request, then such Registration Request shall not count as a Demand Registration); or
(ii) if the Requesting THL Holders or RGHI, as applicable, withdraw a Registration Request upon the determination of the Board to postpone the filing or effectiveness of a Registration Statement pursuant to Section 3.1(d).
Preservation of Demand Registration. 10 (c) Continued Effectiveness...........................10 (d) Blue Sky..........................................11 (e) Additional Acts...................................11 2.4 Limitations, Conditions and Qualifications to Obligations Under Registration Covenants...............................11 2.5 Restrictions on Sale by the Company and Others.............12 2.6 Rule 144 and Rule 144A.....................................12 2.7
Preservation of Demand Registration. A registration undertaken by the Company at the request of the Requesting Holders will not count as the permitted Demand Registration for purposes of this Section 2.3 if the Requesting Holder withdraws a Demand Registration Request upon the determination of the Board of Directors of the Company to postpone the filing or effectiveness of a Registration Statement pursuant to Section 2.4 or if the Company does not otherwise comply, in all material respects, with its obligations under this Section 2.3.
Preservation of Demand Registration. A registration undertaken by the Company at the request of the Requesting Holder will not count as a Demand Registration:
(i) if, pursuant to the Blackstone Demand Right, the Requesting Holders fail to register and sell at least 75% of the Registrable Securities requested to be included in such registration by them, unless such failure results from any act of, or failure to act by, any of the Requesting Holders (provided that if the Requesting Holders withdraw their Registration Request prior to the time the registration statement therefore is declared effective and promptly reimburse the Company for all Registration Expenses incurred by the Company in connection with effecting such registration, such Registration Request shall not count as a Demand Registration); or
(ii) if the Requesting Holders withdraw a Registration Request (A) upon the determination of the board of directors of the Company to postpone the filing or effectiveness of a Registration Statement pursuant to paragraph 5.1(d) or (B) within ten days of receiving notice from the Company of its intent to exercise its Priority Right in connection with such registration.
