Common use of Public Transfers Clause in Contracts

Public Transfers. From time to time after the closing of the IPO, and prior to the expiration of the Coordination Period, Blackstone may require the Co-Investors to make reasonable efforts to coordinate their efforts to Transfer Shares pursuant to Rule 144 (“144 Coordination”) or to discontinue such requirement. As of the date of this Agreement, 144 Coordination shall be required until the earlier of (x) the expiration of the Coordination Period and (y) such time as Blackstone provides a subsequent notice to the Co-Investors that such coordination is discontinued. Thereafter, Blackstone may reinstitute and discontinue 144 Coordination from time to time during the Coordination Period by providing notice to the Co-Investors. (i) For so long as 144 Coordination is in effect, each Co-Investor shall promptly notify the Coordination Committee when it wishes to sell Shares under Rule 144; provided that for any given measurement period for purposes of the Rule 144 group volume limit, no Co-Investor shall be permitted to effect Transfers in excess of their pro rata share (based on its percentage ownership of Shares held by all Co-Investors at the applicable time) of all Shares that may be Transferred by members of the Related Group during the applicable measurement period based on its percentage ownership of Shares held by all Co-Investors at the start of such measurement period. In the event any Co-Investor agrees to forego its full pro rata share of the Rule 144 group volume limit by written notice to the Coordination Committee, the remainder shall be re-allocated pro rata among the other Co-Investors in like manner (except that the Shares held by such forfeiting Co-Investor at the start of such measurement period shall be excluded from such calculation). (ii) The provisions of this Section 3.1(a) shall not apply to any Transfer of Shares (i) in a Public Offering, (ii) to a Permitted Transferee in a transaction that does not rely on Rule 144 or (iii) at any time with respect to which 144 Coordination is not effective. (iii) Notwithstanding the foregoing, a Co-Investor may opt out of 144 Coordination with respect to any period of time if such Co-Investor delivers a notice to the Coordination Committee irrevocably committing not to Transfer Shares pursuant to Rule 144 during such period.

Public Transfers. From time to time after the closing of Initial Public Offering, the IPO, and prior Majority Principal Investors may determine to the expiration of the Coordination Period, Blackstone may require the Co-Investors Registration Rights Stockholders to make reasonable efforts to coordinate their efforts to Transfer Shares pursuant to Rule 144 (“144 Coordination”) or to discontinue such requirement. As of the date of this Agreement, 144 Coordination shall be required until such time, if ever, as the earlier of (x) the expiration of the Coordination Period and (y) such time as Blackstone provides Majority Principal Investors provide a subsequent notice to the Co-Investors Registration Rights Stockholders that such coordination is discontinued. Thereafter, Blackstone the Majority Principal Investors may reinstitute and discontinue 144 Coordination from time to time during the Coordination Period by providing notice to the Co-InvestorsRegistration Rights Stockholders. (ia) For so long as 144 Coordination is in effect, each Co-Investor Registration Rights Stockholder shall promptly notify the Coordination Committee when it wishes to sell Sell Shares under Rule 144; provided , provided, that for any given measurement period for purposes of the Rule 144 group volume limit, except as provided in Section 4.1.1(b) or 4.3, no Co-Investor Registration Rights Stockholder shall be permitted to effect Transfers in excess of their pro rata share (based on its percentage ownership of Shares held by all Co-Investors Registration Rights Stockholders at the applicable timestart of such measurement period) of all Shares that may be Transferred by members of the Related Group during the applicable measurement period based on its percentage ownership of Shares held by all Co-Investors holders of Shares at the start of such measurement period. In the event any Co-Investor Registration Rights Stockholder agrees to forego its full pro rata share of the Rule 144 group volume limit by written notice to the Coordination Committee, the remainder shall be re-allocated pro rata among the other Co-Investors Registration Rights Stockholders in like manner (except that the Shares held by such forfeiting Co-Investor Registration Rights Stockholder at the start of such measurement period shall be excluded from such calculation). (b) Notwithstanding the first sentence of Section 4.1.1(a), during the first 144 measurement period in which Registration Rights Stockholders are permitted to Transfer Shares following an offering subject to Section 3.2 (taking into account Section 4.7) (each, an “Initial Measurement Period”), each Cutback Manager shall be permitted to Transfer a number of Shares equal to the lesser of (i) such Cutback Manager’s Disproportionate Cutback Shares or (ii) if all Cutback Managers’ Disproportionate Cutback Shares could not be sold in such measurement period due to the volume limitations under Rule 144, such Cutback Manager’s proportionate share of the Disproportionate Cutback Shares held by all Cutback Managers. To the extent the total number of all such Disproportionate Cutback Shares is less than the total number of Shares that may be Transferred by members of the Related Group during the applicable measurement period, each Registration Rights Stockholder shall be permitted to effect Transfers of Shares not in excess of its pro rata share (based on its percentage ownership of Shares held by all Registration Rights Stockholders at the start of such measurement period) of such excess Shares, subject to adjustment in accordance with Section 4.3. To the extent that all Cutback Managers are not permitted, due to the volume limitations in Rule 144, to Transfer all Disproportionate Cutback Shares in the Initial Measurement Period or any subsequent 144 measurement period, the provisions of this clause (b) shall apply with respect to each Cutback Manager who does Transfer all Disproportionate Cutback Shares which such Cutback Manager was entitled to Transfer in the Initial Measurement Period and each subsequent 144 measurement period until such Cutback Manager has had an opportunity to Transfer all Disproportionate Cutback Shares held by such Cutback Manager or has elected not to sell all Disproportionate Cutback Shares which such Cutback Manager was entitled to Transfer during a 144 measurement period. (c) The provisions of this Section 3.1(a) 4.1.1 shall not apply to any Transfer of Shares (i) in a Public Offering, (ii) to a Permitted Transferee in a transaction that does not rely on Rule 144 or (iii) at any time with respect to which 144 Coordination is not effective. (iiid) Notwithstanding the foregoing, a Co-Investor Registration Rights Stockholder may opt out of 144 Coordination with respect to any period of time if such Co-Investor Registration Rights Stockholder delivers a notice to the Coordination Committee irrevocably committing not to Transfer Shares pursuant to Rule 144 or a transaction described in Section 4.1.2, 4.2 or 4.6 during such period.