Common use of Registration Obligations and Procedures Clause in Contracts

Registration Obligations and Procedures. (i) If the Corporation receives an Apollo Registration Demand or Xxxxxx Registration Demand and the Corporation furnishes to Apollo or the Xxxxxx Stockholder making such demand, respectively, a copy of a resolution of the Board certified by the secretary of the Corporation stating that in the good faith judgment of the Board it would be materially adverse to the Corporation for a Registration Statement to be filed on or before the date such filing would otherwise be required hereunder, the Corporation shall have the right to defer such filing for a period of not more than sixty (60) days after receipt of the demand for such registration from Apollo or the Xxxxxx Stockholder, respectively. The Corporation shall not be permitted to provide such notice more than twice in any three hundred sixty (360) day period. If the Corporation shall so postpone the filing of a Registration Statement, Apollo or the Xxxxxx Stockholder may withdraw the Apollo Registration Demand or Xxxxxx Registration Demand, respectively, by so advising the Corporation in writing within thirty (30) days after receipt of the notice of postponement. In addition, if the Corporation receives an Apollo Registration Demand or Xxxxxx Registration Demand and the Corporation is then in the process of preparing to engage in a public offering, the Corporation shall inform Apollo or the Xxxxxx Stockholder, respectively, of the Corporation’s intent to engage in a public offering and may require Apollo or the Xxxxxx Stockholder, respectively, to withdraw such Apollo Registration Demand or Xxxxxx Registration Demand, respectively, for a period of up to one hundred twenty (120) days so that the Corporation may complete its public offering. In the event that the Corporation ceases to pursue such public offering, it shall promptly inform Apollo or the Xxxxxx Stockholder, as applicable, and Apollo or the Xxxxxx Stockholder, respectively, shall be permitted to submit a new Apollo Registration Demand or Xxxxxx Registration Demand, respectively. For the avoidance of doubt, Apollo shall have the right to participate in the Corporation’s public offering as provided in Section 5.

Registration Obligations and Procedures. (i) If the Corporation receives an Apollo Registration Demand or Xxxxxx a Registration Demand and the Corporation furnishes to Apollo or the Xxxxxx Stockholder making such demandEmployee Stockholders (each, respectively, a “Requesting Stockholder”) a copy of a resolution of the Board certified by the secretary of the Corporation stating that in the good faith judgment of the Board it would be materially adverse to the Corporation for a Registration Statement to be filed on or before the date such filing would otherwise be required hereunder, the Corporation shall have the right to defer such filing for a period of not more than sixty (60) days after receipt of the demand Demand Notice for such registration from Apollo or the Xxxxxx Requesting Stockholder, respectively. The Corporation shall not be permitted to provide such notice more than twice in any three hundred sixty (360) day period. If the Corporation shall so postpone the filing of a Registration Statement, Apollo or the Xxxxxx Requesting Stockholder may withdraw the Apollo Registration Demand or Xxxxxx Registration Demand, respectively, by so advising the Corporation in writing within thirty (30) days after receipt of the notice of postponement. In addition, if the Corporation receives an Apollo Registration Demand or Xxxxxx a Registration Demand and the Corporation is then in the process of preparing to engage in a public offering, the Corporation shall inform Apollo or the Xxxxxx Stockholder, respectively, Requesting Stockholder of the Corporation’s intent to engage in a public offering and may require Apollo or the Xxxxxx Stockholder, respectively, Requesting Stockholder to withdraw such Apollo Registration Demand or Xxxxxx Registration Demand, respectively, for a period of up to one hundred twenty (120) days so that the Corporation may complete its public offering. In the event that the Corporation ceases to pursue such public offering, it shall promptly inform Apollo or the Xxxxxx Requesting Stockholder, as applicable, and Apollo or the Xxxxxx Stockholder, respectively, Requesting Stockholder shall be permitted to submit a new Apollo Registration Demand or Xxxxxx Registration Demand, respectively. For the avoidance of doubt, Apollo the Requesting Stockholders shall have the right to participate in the Corporation’s public offering as provided in Section 54.

Registration Obligations and Procedures. (i) If the Corporation receives an Apollo Registration Demand or Xxxxxx Registration Demand and the Corporation furnishes to Apollo or the Xxxxxx Stockholder making such demand, respectively, a copy Notwithstanding any other provision of a resolution of the Board certified by the secretary of the Corporation stating that in the good faith judgment of the Board it would be materially adverse to the Corporation for a Registration Statement to be filed on or before the date such filing would otherwise be required hereunderthis Agreement, the Corporation shall have the right to defer such filing for a period of not more than sixty (60) days after receipt of the demand for such registration from Apollo or the Xxxxxx Stockholder, respectively. The Corporation shall not be permitted required to provide such notice more than twice in any three hundred sixty (360) day period. If the Corporation shall so postpone the filing of file a Registration Statement, Apollo Statement (or the Xxxxxx Stockholder may withdraw the Apollo Registration Demand any amendment thereto) or Xxxxxx Registration Demand, respectively, by so advising the Corporation in writing within thirty effect a Shelf Underwritten Offering (30) days after receipt of the notice of postponement. In additionor, if the Corporation receives an Apollo has filed a Shelf Registration Demand or Xxxxxx Registration Demand Statement and the Corporation is then in the process of preparing to engage in a public offeringhas included Registrable Securities therein, the Corporation shall, upon written notice to each Investor whose Registrable Securities are included in the Shelf Registration Statement (provided that in no event shall inform Apollo such notice contain any material, non-public information regarding the Corporation or the Xxxxxx Stockholder, respectively, any of its subsidiaries) suspend such Investor’s use of any prospectus which is a part of the Corporation’s intent Shelf Registration Statement (in which event the Investor shall discontinue sales of the Registrable Securities pursuant to engage in a public offering and such registration statement but such Investor may require Apollo or the Xxxxxx Stockholder, respectively, to withdraw such Apollo Registration Demand or Xxxxxx Registration Demand, respectively, settle any contracted sales of Registrable Securities)) for a period of up to one hundred twenty 60 days, if (120A) days so the Board determines that a postponement is in the best interest of the Corporation and its stockholders generally due to a pending transaction involving the Corporation, (B) the Board determines such registration would render the Corporation unable to comply with applicable securities laws or (C) the Board determines such registration would require disclosure of material information that the Corporation may complete its public offering. In the has a bona fide business purpose for preserving as confidential (any such period, a “Blackout Period”); provided, however, that in no event shall any Blackout Periods together with any Suspension Periods collectively exceed an aggregate of 120 days in any 12 month period; provided, further, however, that in no event shall the Corporation ceases be entitled to pursue such public offering, it shall promptly inform Apollo delay the filing of a Registration Statement or suspend the Xxxxxx Stockholder, as applicable, and Apollo or use of an effective Shelf Registration Statement solely to permit the Xxxxxx Stockholder, respectively, shall be permitted Corporation to submit engage in a new Apollo Registration Demand or Xxxxxx Registration Demand, respectively. For the avoidance sale of doubt, Apollo shall have the right Stock pursuant to participate in the Corporation’s public offering as provided in Section 5a Corporation Registration.

Registration Obligations and Procedures. (i) Subject to the remaining provisions in this Section 5.1(d), promptly upon receipt of any such Demand Notice, the Company will file the applicable Registration Statement as soon as reasonably practicable and will use its best efforts to, in accordance with the terms set forth in the Demand Notice, effect within one hundred eighty (180) days of the filing of such Registration Statement the registration under the Securities Act (including, without limitation, appropriate qualification under applicable “blue sky” or other state securities Laws and appropriate compliance with the applicable regulations promulgated under the Securities Act) of Shares that the Company has been so required to register. Notwithstanding the prior sentence, but subject to Section 5.1(d)(ii) and (iii), the Company shall have no obligation to effect more than two (2) registrations pursuant to any Investor Registration Demand in any one hundred eighty (180)-day period. (ii) Notwithstanding the first sentence of Section 5.1(a) or 5.1(b), in the event that an Investor withdraws an Investor Registration Demand prior to (A) in the case of a registration on a Form F-3 Registration Statement or any similar short-form registration statement available for use under the Securities Act, the filing of the preliminary prospectus in respect of such offering, or (B) in the case of a registration on any other form available for use under the Securities Act, including a Form F-1 Registration Statement, prior to the filing of the initial registration statement in respect of such offering, then, in each case, upon such withdrawal, such request for registration shall not be considered an Investor Registration Demand and shall not reduce the number of applicable Investor Registration Demands available to the applicable Investor. (iii) If the Corporation Company receives an Apollo Registration Demand or Xxxxxx Investor Registration Demand and the Corporation Company furnishes to Apollo or the Xxxxxx Stockholder Investor making such demand, respectively, demand a copy of a resolution of the Supervisory Board certified by the secretary of the Corporation Company stating that in the good good-faith judgment of a majority of the Board Independent Supervisory Directors (including an Independent Supervisory Director who has been nominated by the Managing Shareholders) it would be materially adverse to the Corporation Company for a Registration Statement to be filed or be effective on or before the date such filing or effectiveness would otherwise be required hereunder, the Corporation Company shall have the right to defer such the filing of, or suspend the effectiveness or availability of, a Registration Statement, for a period of not more than sixty ninety (6090) days after receipt of the demand for such registration from Apollo the Non-Managing Shareholder or the Xxxxxx Stockholder, respectivelyManaging Shareholders. The Corporation Company shall not be permitted to provide such notice more than twice three (3) times in any three hundred sixty (360) day 360)-day period. If the Corporation Company shall so postpone the filing or suspend the effectiveness of a Registration Statement, Apollo or the Xxxxxx Stockholder Investor may withdraw the Apollo applicable Investor Registration Demand or Xxxxxx Registration Demand, respectively, by so advising the Corporation Company in writing within thirty (30) days after receipt of the notice of postponementpostponement or suspension. In the event that an Investor withdraws the applicable Investor Registration Demand in the manner provided in the preceding sentence, such request for registration shall not be considered an Investor Registration Demand and shall not reduce the number of applicable Investor Registration Demands available to the applicable Investor. In addition, if the Corporation Company receives an Apollo Registration Demand or Xxxxxx Investor Registration Demand and the Corporation Company is then in the process of preparing to engage in a public offering, the Corporation Company shall inform Apollo or the Xxxxxx Stockholder, respectively, notifying Investor of the CorporationCompany’s intent to engage in a public offering and may require Apollo or the Xxxxxx Stockholder, respectively, such Investor to withdraw such Apollo Registration Demand or Xxxxxx Investor Registration Demand, respectivelyas the case may be, for a period of up to one hundred twenty (120) days so that the Corporation Company may complete its public offering. In the event that the Corporation Company ceases to pursue such public offering, it shall promptly inform Apollo the Non-Managing Shareholder or the Xxxxxx StockholderManaging Shareholders, as applicable, and Apollo or the Xxxxxx Stockholder, respectively, such Investor shall be permitted to submit a new Apollo Registration Demand or Xxxxxx Investor Registration Demand, respectively. For the avoidance of doubt, Apollo each Investor shall have the right to participate in the CorporationCompany’s public offering of Shares as provided in Section 5.5.2 pro rata based on its Percentage Interest. (iv) Registrations under this Section 5.1 shall be on such appropriate registration form of the SEC (A) as shall be selected by the Company and as shall be reasonably acceptable to the Non-Managing Shareholder or the Managing Shareholders, as applicable, and (B) as shall permit the disposition of such shares in accordance with the intended method or methods of disposition specified in the Demand Notice; provided, however, that (i) the Company shall provide each Shareholder and its counsel with a reasonable opportunity to review and comment on such Registration Statement and each prospectus included therein (and each amendment or supplement thereto) prior to filing with the SEC, and (ii) the Company shall notify each Shareholder and its counsel of the issuance by the SEC or any state securities authority of any stop order suspending the effectiveness of a Registration Statement or the initiation of any proceedings for that purpose, including the receipt by the Company of any notice or objection of the SEC to the use of a Shelf Registration Statement or any post-effective amendment thereto and take all reasonable action required to prevent the entry of such stop order or similar notice or to remove it if entered. If, in connection with any registration under this Section 5.1 that is proposed by the Company to be on Form F-3 or any successor form, the managing underwriter, if any, shall advise the Company in writing that in its opinion the use of another permitted form is of material importance to the success of the offering, then such registration shall be on such other permitted form. (v) Subject to Section 5.1(d)(iii), the Company shall use its reasonable best efforts to keep any Registration Statement or Shelf Registration Statement filed in response to any Investor Registration Demand effective for as long as is necessary for the Shareholder to dispose of the covered securities. The Company shall notify the Shareholder upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement or Shelf Registration Statement contains an untrue statement of material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall promptly prepare a supplement or amendment to such prospectus so that such prospectus shall not contain an untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (unless the Company makes the election provided in Section 5.1(d)(iii)). (vi) In the case of an Underwritten Offering in connection with a Non-Managing Shareholder Registration Demand, the Non-Managing Shareholder shall select the underwriters, provided that the managing underwriter shall be a nationally recognized investment banking firm. The Non-Managing Shareholder shall determine the pricing of the Registrable Securities offered pursuant to any such Registration Statement in connection with a Non-Managing Shareholder Registration Demand, the applicable underwriting discount and other financial terms (including the material terms of the applicable underwriting agreement) and determine the timing of any such registration and sale, subject to this Section 5.1(d), and the Non-Managing Shareholder shall be solely responsible for all such discounts and fees payable to such underwriters in such Underwritten Offering (except with respect to any Shares sold by another Shareholder or the Company). (vii) In the case of an Underwritten Offering in connection with a Managing Shareholder Registration Demand, the Managing Shareholder Representative shall select the underwriters; provided that the managing underwriter shall be a nationally recognized investment banking firm. The Managing Shareholder Representative shall determine the pricing of the Registrable Securities offered pursuant to any such Registration Statement in connection with a Managing Shareholder Registration Demand, the applicable underwriting discount and other financial terms (including the material terms of the applicable underwriting agreement) and determine the timing of any such registration and sale, subject to this Section 5.1(d), and the applicable Managing Shareholders shall be solely responsible for all such discounts and fees payable to such underwriters in such Underwritten Offering (except with respect to any Shares sold by another Shareholder or the Company). Section 5.2