Common use of Registration Limits Clause in Contracts

Registration Limits. Notwithstanding the foregoing, Nasdaq shall not be required to effect a registration pursuant to this Section 2.1: (i) that will become effective prior to the Registration Date; (ii) in the case of a registration requested pursuant to Section 2.1 hereof, after Nasdaq has effected a total of six (6) registrations requested by any of the Sponsor Holders pursuant to such Section; provided, however, that a registration request involving an underwritten offering will not count as a requested registration under this clause (ii) unless the Sponsor Holders making such request are able, after giving effect to any underwriting cutbacks contemplated by Section 2.1(c) or (d) hereof, to register at least 75% of the amount of Registrable Securities originally requested by such Sponsor Holders to be included in such registration; provided, further, however, that any Marketed Take-down or Underwritten Block Trade under any Shelf Registration Statement shall be deemed to be a requested registration for purposes of this clause (ii) and clause (v); (iii) within 90 days of the effective date of any other registration statement filed by Nasdaq pursuant to the Securities Act in connection with Nasdaq making a primary offering of its securities, excluding registration statements filed on Form S-4 or S-8 (or any substitute form that may be adopted by the SEC), subject to the Sponsor Holders’ rights under Section 2.2; (iv) if Nasdaq shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 a certificate signed by the Chairman, President or a Vice President of Nasdaq stating that in the good faith judgment of Nasdaq’s Board of Directors the filing or effectiveness of such registration statement would materially interfere with any proposed acquisition, disposition, financing or other material transaction involving Nasdaq or its subsidiaries or would require disclosure of material information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect Nasdaq, in which event Nasdaq shall have the right to defer such filing for a period of not more than sixty (60) days in any ninety (90)-day period after receipt of the request of the Initiating Holders; provided that Nasdaq shall not defer filings pursuant to this clause (iv) more than an aggregate of one hundred and twenty (120) days in any twelve (12)-month period; or (v) if in the prior ninety (90) days Nasdaq has effected a registration pursuant to this Section 2.1 at the request of any Sponsor Holder.

Registration Limits. Notwithstanding the foregoing, Nasdaq shall not be required to effect a registration pursuant to this Section 2.1: (i) that will become effective prior to the Registration Date; (ii) in the case of (A) a registration requested by the Borse Dubai Holders pursuant to Section 2.1 2.1(a) hereof, after Nasdaq has effected a total of six (6) registrations requested by any of the Sponsor Borse Dubai Holders pursuant to such Section and (B) a registration requested by the Trust Holders pursuant to Section 2.1(a) hereof, after Nasdaq has effected a total of three (3) registrations requested by any of the Trust Holders pursuant to such Section; provided, however, that a registration request involving an underwritten offering will not count as a requested registration under this clause (ii) unless the Sponsor Holders Holder making such request are is able, after giving effect to any underwriting cutbacks contemplated by Section 2.1(c) or (d) hereof, to register at least 75% of the amount of Registrable Securities originally requested by such Sponsor Holders Holder to be included in such registration; provided, provided further, however, that if the Borse Dubai Holders and the Trust Holders jointly request a registration pursuant to Section 2.1(a) hereof, then, for purposes of this clause (ii), whichever of either the Borse Dubai Holders (as a group) or the Trust Holders (as a group) is able to register and sell more Registrable Securities pursuant to such request shall be deemed solely to have made such request; and provided still further, however that any Marketed Take-down other than the first such Marketed Take-down requested by a Borse Dubai Holder or Underwritten Block Trade Trust Holder under any Shelf Registration Statement which has been effected pursuant to the request of such Holder shall be deemed to be a requested registration by such Holder for purposes of this clause (ii) and clause (v); (iii) within 90 days of the effective date of any other registration statement filed by Nasdaq pursuant to the Securities Act in connection with Nasdaq making a primary offering of its securities, excluding registration statements filed on Form From S-4 or S-8 (or any substitute form that may be adopted by the SEC), subject to the Sponsor Holders’ rights under Section 2.2; (iv) if Nasdaq shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 2.1, a certificate signed by the Chairman, President or a Vice President of Nasdaq stating that in the good faith judgment of Nasdaq’s Board of Directors the filing or effectiveness of such registration statement would materially interfere with any proposed acquisition, disposition, financing or other material transaction involving Nasdaq or its subsidiaries or would require disclosure of material information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect Nasdaqsubsidiaries, in which event Nasdaq shall have the right to defer such filing for a period of not more than sixty (60) days in any ninety (90)-day 90-day period after receipt of the request of the Initiating Holders; provided that Nasdaq shall not defer filings pursuant to this clause (iv) more than an aggregate of one hundred and twenty (120) days in any twelve (12)-month 12) month period; or (v) requested by either the Borse Dubai Holders or the Trust Holders if in the prior ninety six (906) days months Nasdaq has effected a registration pursuant to this Section 2.1 at the request of any Sponsor Holdereither the Borse Dubai Holders or the Trust Holders.

Registration Limits. Notwithstanding the foregoing, Nasdaq the Company shall not be required to effect a registration pursuant to this Section 2.1: (i) that will become effective prior to the Registration Date; (ii) in the case of (A) a registration requested by the H&F Holders pursuant to Section 2.1 2.1(a) hereof, after Nasdaq the Company has effected a total of six (6) registrations requested by any of the Sponsor H&F Holders pursuant to such Section and (B) a registration requested by the SLP Holders pursuant to Section 2.1(a), after the Company has effected three (3) registrations requested by the SLP Holders pursuant to such Section; provided, provided however, that a registration request involving an underwritten offering will not count as a requested registration under this clause (ii) unless the Sponsor Holders Holder making such request are is able, after giving effect to any underwriting cutbacks contemplated by Section 2.1(c) or (d) hereof, to register at least 75% of the amount of Registrable Securities originally requested by such Sponsor Holders Holder to be included in such registration; provided, further, however, if the H&F Holders and the SLP Holders jointly request a registration pursuant to Section 2.1(a) hereof, then, for purposes of this clause (ii), whichever of either the H&F Holders (as a group) or the SLP Holders (as a group) is able to register and sell more Registrable Securities pursuant to such request shall be deemed solely to have made such request; and provided, still, further, however, that any the second Marketed Take-down requested by a H&F Holder or Underwritten Block Trade SLP Holder under any Shelf Registration Statement which has been effected pursuant to the request of such Holder shall be deemed to be a requested registration by such Holder for purposes of this clause (ii) and clause (v); (iii) within 90 days of the effective date of any other registration statement filed by Nasdaq the Company pursuant to the Securities Act in connection with Nasdaq the Company making a primary offering of its securities, excluding registration statements filed on Form From S-4 or S-8 (or any substitute form that may be adopted by the SEC), subject to the Sponsor Holders’ rights under Section 2.2; (iv) if Nasdaq the Company shall furnish to Holders requesting a registration statement pursuant to this Section 2.1 2.1, a certificate signed by the Chairman, President or a Vice President of Nasdaq the Company stating that in the good faith judgment of Nasdaqthe Company’s Board of Directors the filing or effectiveness of such registration statement would materially interfere with any proposed acquisition, disposition, financing or other material transaction involving Nasdaq the Company or its subsidiaries or would require disclosure of material information that has not been, and is not otherwise required to be, disclosed to the public, the premature disclosure of which would materially adversely affect Nasdaqsubsidiaries, in which event Nasdaq the Company shall have the right to defer such filing for a period of not more than sixty (60) days in any ninety (90)-day 90-day period after receipt of the request of the Initiating Holders; provided that Nasdaq the Company shall not defer filings pursuant to this clause (iv) more than an aggregate of one hundred and twenty (120) days in any twelve (12)-month 12) month period; or (v) (x) requested by the H&F Holders if in the prior ninety six (906) days Nasdaq months the Company has effected a registration pursuant to this Section 2.1 at the request of any Sponsor Holderthe H&F Holders or (y) requested by the SLP Holders if in the prior six (6) months the Company has effected a registration pursuant to this Section 2.1 at the request of the SLP Holders.