Common use of Registration Request Clause in Contracts

Registration Request. At any time following the Initial Public Offering, each Investor may request (the “Requesting Investor”) in writing that the Company effect the registration under the Securities Act of all or any portion of their Registrable Securities, specifying the intended method of disposition thereof (each such request, a “Demand Registration”) and the Company shall then provide prompt notice to the other Investor and any other Holders and shall thereupon use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of all Registrable Securities for which such Investor has requested registration under this Section 2.01(a); provided that the Company shall not be obligated to effect a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included by such Investor in such Demand Registration are at least $20,000,000. Subject to the restrictions set forth in Section 2.01(d), all other Registrable Securities that any other Investor (all such Investors, together with the Requesting Stockholders and any other Person participating in the registration, the “Participating Holders”) have requested the Company to register by request received by the Company within 10 days after such Investor receives the Company’s notice of the Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that if the Demand Registration involves an underwritten Public Offering, no Person may participate in any Registration Statement pursuant to this Section 2.01(a) unless such Person agrees to sell their Registrable Securities to the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to the Requesting Investor and no such Person shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, (iii) such matters pertaining to compliance with securities laws by such Person as may be reasonably requested and (iv) such information furnished in writing to the Company by such Person or on behalf of such Person expressly for use in the Registration Statement; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto; and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration.

Registration Request. At any time following Following the Initial Public Offeringclosing of an IPO and in each case subject to Parent's purchase right under Section 3.1 and Section 6.3, each Investor may request (the “Requesting Investor”) in writing Stockholders Representative shall have the right to make six requests that the Company Issuer effect the registration under the Securities Act of such number of the Registrable Securities owned by all or of the Stockholders as the Stockholders Representative requests (each, a "Demand Notice"), provided that in each calendar year prior to 2009, such registration request shall not include any portion number of Registrable Securities as would reasonably be expected to permit the Stockholders to realize, in the aggregate with all other gross offering proceeds realized by the Stockholders in connection with any other registration of Registrable Securities hereunder in such calendar year (such proceeds to exclude for this purpose any amounts in respect of Registrable Securities that may be purchased by the bookrunning managers pursuant to the exercise of their overallotment option in connection with such registration request, but to include any amounts in respect of Registrable SecuritiesSecurities previously purchased by the bookrunning managers pursuant to the exercise of their overallotment option in connection with any other prior registration of Registrable Securities in such calendar year), specifying gross offering proceeds that are more than the Target Amount for such calendar year (provided that in calendar year 2006, with the consent of Parent and the Issuer, such proceeds may exceed the Target Amount in an amount not in excess of $1,000,000,000), such requests to specify the intended method or methods of disposition thereof (each provided that disposition on a delayed or continuous basis shall be made in accordance with Section 2.2(c)); and provided further that, during any of the following periods or at any of the following times, the Issuer shall not have any obligation to cause a registration statement relating to the registration of such Registrable Securities to be filed with the Commission: (i) at any time prior to the six month anniversary of the closing of an IPO, (ii) during any period when a registration of Registrable Securities pursuant to Section 2.1, 2.2 or 2.3 hereof is pending, (iii) during the period prior to the 181st day following the effective date of the most recent registration previously effected pursuant to this Section 2.2, and (iv) from and after any time when a Shelf Registration Statement or a Stockholder Shelf Registration Statement in respect of all the Registrable Securities has been filed and the obligation to maintain such registration statement has not expired hereunder. A request made by the Stockholders pursuant to Section 2.2(c) shall be counted for purposes of the request limitation set forth above. A request made by the Stockholders shall not be counted for purposes of the request limitation set forth above (a) if the registration statement relating to any such request is not declared effective within 90 days of the date such registration statement is first filed with the Commission, (b) if the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to any such request are not satisfied (other than as a result of a default or breach thereunder by any Stockholders) or (c) if the offering that is the subject of such registration request does not result in the disposition of at least 80% of the Registrable Securities sought to be registered by such request. Subject to Section 2.2(b) and Section 2.2(d), upon any such request, a “Demand Registration”the Issuer will effect the registration of: (i) and the Company shall then provide prompt notice Registrable Securities requested to be registered by the Stockholders Representative; (ii) such number of shares of Issuer Common Stock that the Issuer requests to be included in such registration in light of the Issuer's reasonable determination of its capital needs at such time; and (iii) subject to the prior written consent of the Stockholders Representative, all other Investor shares of Issuer Common Stock not held by the Stockholders which the Issuer has been requested to register by the holders thereof by written request given to the Issuer by such holders within 15 days after the giving of written notice of such registration by the Issuer to the holders; provided that the consent of the Stockholders Representative will not be required to include in such registration (subject to the cutbacks as provided in Section 2.2(d)) shares of Issuer Common Stock issued in connection with an acquisition or strategic relationship. Notwithstanding the foregoing, but subject to the rights of holders of Registrable Securities under Section 2.3, if the Issuer at any time furnishes to the Stockholders Representative a Material Event Notice, the Issuer may defer the filing (but not the preparation) of a registration statement to be filed pursuant to this Section 2.2 for up to the earlier of (i) 60 days and any other Holders and (ii) the public disclosure of the material transaction which necessitated such Material Event Notice (but the Issuer shall thereupon use its reasonable best efforts to effect, as expeditiously as possible, complete the transaction and to file the registration under the Securities Act of all Registrable Securities for which such Investor has requested registration under this Section 2.01(astatement as soon as possible thereafter); provided that the Company shall not be obligated to effect a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included by such Investor in such Demand Registration are at least $20,000,000. Subject to the restrictions set forth in Section 2.01(d), all other Registrable Securities that any other Investor (all such Investors, together with the Requesting Stockholders and any other Person participating in the registration, the “Participating Holders”) have requested the Company to register by request received by the Company within 10 days after such Investor receives the Company’s notice of the Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that if the Demand Registration involves an underwritten Public Offering, no Person may participate in any Registration Statement pursuant to this Section 2.01(a) unless such Person agrees to sell their Registrable Securities to the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to the Requesting Investor and no such Person shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, (iii) such matters pertaining to compliance with securities laws by such Person as may be reasonably requested and (iv) such information furnished in writing to the Company by such Person or on behalf of such Person expressly for use in the Registration Statement; provided, further, however, that the obligation Issuer may not delay filing of such Person to indemnify registration statement pursuant to this Section 2.2 more than twice in any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto; and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registrationtwelve month period.

Registration Request. At any time following after the Initial Public Offeringcompletion of the IPO Registration, each Investor may the Subscriber shall be entitled to a single, one-time request (of the “Requesting Investor”) Issuer, in writing that the Company writing, to effect the registration under the Securities Act of all or any portion part of their the Subscriber's Registrable Securities, Securities by specifying the number of Registrable Securities to be registered and the intended method of disposition thereof thereof. The Issuer will promptly give written notice (each a "Notice of Requested Registration") of such requestrequest to all other holders of Registrable Securities, a “Demand Registration”) and the Company shall then provide prompt notice to the other Investor and any other Holders and shall thereupon will use its reasonable best efforts to effect, as expeditiously as possible, effect the registration under the Securities Act of all Registrable Securities for which such Investor has requested registration under this Section 2.01(a); provided that the Company shall not be obligated to effect a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of of (i) the Registrable Securities which the Issuer has been so requested to be included register by such Investor in such Demand Registration are at least $20,000,000. Subject to the restrictions set forth in Section 2.01(d)Subscriber, and (ii) all other Registrable Securities that any other Investor the holders of which have made written requests to the Issuer for registration thereof within (all such Investors, together with the Requesting Stockholders and any other Person participating in the registration, the “Participating Holders”30) have requested the Company to register by request received by the Company within 10 days after such Investor receives the Company’s notice giving of the Demand RegistrationNotice of Requested Registration (which requests shall specify the intended method of disposition thereof), all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaidthereof) of the Registrable Securities so to be registered; provided that if . Notwithstanding the Demand foregoing, the Issuer may postpone taking action with respect to a Requested Registration involves an underwritten Public Offeringfor a reasonable period of time after receipt of the original request (not exceeding one hundred eighty (180) days) if, no Person may participate in any Registration Statement pursuant to this Section 2.01(a) unless such Person agrees to sell their Registrable Securities to the underwriters selected as provided in Section 2.05(f) on good faith opinion of the same terms and conditions as apply to Issuer's Board of Directors, effecting the Requesting Investor and no such Person shall be required registration would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Issuer to make any representations or warrantiespublic disclosure of information the public disclosure of which would have a material adverse effect upon the Issuer. Subject to Section 2.3, or provide any indemnity, the Issuer may include in connection with any such registration other than representations and warranties (or indemnities with respect thereto) securities of the same class as to (i) such Person’s ownership of his, her or its the Registrable Securities to be transferred free and clear for sale for its own account or for the account of all liens, claims, and encumbrances, (ii) such any other Person’s power and authority to effect such transfer, (iii) such matters pertaining to compliance with securities laws by such Person as may be reasonably requested and (iv) such information furnished in writing to the Company by such Person or on behalf of such Person expressly for use in the Registration Statement; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto; and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration.

Registration Request. At any time following (a) From and after the Initial Public OfferingPenn Closing Date, each Investor may request Sections 2.01(c)(ii)(x) and (y) of the “Requesting Investor”Original Agreement are amended and restated in their entirety as follows: (x) in writing that the Company effect the registration under the Securities Act of all or any portion of their Registrable Securities, specifying the intended method of disposition thereof specified in such Registration Request is an Underwritten Offering (each excluding Block Trades), and such requestRequesting Investor has participated in, or been afforded the opportunity to participate in, (A) on or prior to October 1, 2021, two or more Registrations that are Underwritten Offerings (excluding Block Trades) under this paragraph (c) in the 12-month period immediately preceding such Registration Request (it being understood that no Onex Investor or Baring Investor shall be deemed to have participated in, or to have been afforded the opportunity to participate in, a “Demand Registration if Section 2.01(e)(i) applies to such Registration”) and (B) after October 1, 2021, four or more Registrations that are Underwritten Offerings (excluding Block Trades) under this paragraph (c) in the Company 12-month period immediately preceding such Registration Request (it being understood that: (1) no Investor shall then provide prompt notice be deemed to have participated in, or to have been afforded the other opportunity to participate in, a Registration if Section 2.01(e)(i) applies to such Registration, (2) in the event that a Registration was initiated by any CIG Investor, Atairos Investor and any other Holders and or GS Investor pursuant to Section 1.03 of this Amendment, no Kevlar Investor, Onex Investor or Baring Investor shall thereupon use its reasonable best efforts be deemed to effect, as expeditiously as possible, have been afforded the registration under the Securities Act of all Registrable Securities for which opportunity to participate in such Registration unless such Investor has requested registration under this Section 2.01(a); provided that the Company shall not be obligated to effect a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities requested to be included by such Investor actually participated in such Demand Registration are at least $20,000,000. Subject to the restrictions set forth in Section 2.01(d), all other Registrable Securities that any other Investor and (all such Investors, together with the Requesting Stockholders and any other Person participating 3) in the registrationevent that a Registration was initiated by any Kevlar Investor, the “Participating Holders”) have requested the Company Onex Investor or Baring Investor pursuant to register by request received by the Company within 10 days after such Investor receives the Company’s notice of the Demand Registration, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaidSection 2.01(c) of the Registrable Securities so to be registered; provided that if the Demand Registration involves an underwritten Public OfferingAgreement, no Person may CIG Investor, Atairos Investor or GS Investor shall be deemed to have been afforded the opportunity to participate in such Registration unless such Investor actually participated in such Registration), (y) the intended method of disposition specified in such Registration Request is a Block Trade, and such Requesting Investor has participated in, or been afforded the opportunity to participate in, (A) on or prior to October 1, 2021, four or more Block Trades under this paragraph (c) in the 12-month period immediately preceding such Registration Request (it being understood that no Onex Investor or Baring Investor shall be deemed to have participated in, or to have been afforded the opportunity to participate in, a Registration if Section 2.01(e)(i) applies to such Registration) and (B) after October 1, 2021, eight or more Block Trades under this paragraph (c) in the 12-month period immediately preceding such Registration Request (it being understood that: (1) no Investor shall be deemed to have participated in, or to have been afforded the opportunity to participate in, a Registration if Section 2.01(e)(i) applies to such Registration, (2) in the event that a Block Trade was initiated by any Registration Statement CIG Investor, Atairos Investor or GS Investor pursuant to Section 1.03 of this Section 2.01(a) Amendment, no Kevlar Investor, Onex Investor or Baring Investor shall be deemed to have been afforded the opportunity to participate in such Block Trade unless such Person agrees Investor actually participated in such Block Trade and (3) in the event that a Block Trade was initiated by any Kevlar Investor, Onex Investor or Baring Investor pursuant to sell their Registrable Securities to Section 2.01(c) of the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to the Requesting Agreement, no CIG Investor, Atairos Investor and no such Person or GS Investor shall be required deemed to make any representations or warrantieshave been afforded the opportunity to participate in such Block Trade unless such Investor actually participated in such Registration), or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, (iii) such matters pertaining to compliance with securities laws by such Person as may be reasonably requested and (iv) such information furnished in writing to the Company by such Person or on behalf of such Person expressly for use in the Registration Statement; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto; and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration.or”

Registration Request. At On one occasion, at any time following commencing two years after the Initial Public Offeringdate hereof, each upon the written request of the Investor may request (the “Requesting Investor”) in writing requesting that the Company effect the registration under the Securities Act of all or any portion of their such Investor's Registrable Securities, specifying Securities and the intended method of disposition thereof (each such requestthereof, a “Demand Registration”) and the Company shall then provide prompt will promptly give written notice (a "Notice of Requested Registration") of such request to the all other Investor holders of Registrable Securities, and any other Holders and shall thereupon will use its commercially reasonable best efforts to effect, as expeditiously as possible, effect the registration under the Securities Act of all Registrable Securities for which such Investor has requested registration under this Section 2.01(a); provided that the Company shall not be obligated to effect a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of of (i) the Registrable Securities which the Company has been so requested to be included register by such Investor in such Demand Registration are at least $20,000,000. Subject to the restrictions set forth in Section 2.01(d)Investor, and (ii) all other Registrable Securities that any other Investor (all such Investors, together with the Requesting Stockholders and any other Person participating in the registration, the “Participating Holders”) holders of which have requested made written requests to the Company to register by request received by the Company for registration thereof within 10 fifteen (15) days after such Investor receives the Company’s notice giving of the Demand Notice of Requested Registration, all to the extent necessary required to permit the disposition (in accordance with the intended methods thereof as aforesaidmethod thereof) of the Registrable Securities so to be registered; . If requested by the holders of a majority of the Registrable Securities requested to be included in any Requested Registration, the method of disposition of all Registrable Securities included in such registration shall be an underwritten offering effected in accordance with Section 4(a). Notwithstanding the foregoing, the Company may postpone taking action with respect to a Requested Registration for a reasonable period of time after receipt of the original request (not exceeding one hundred eighty (180) days) if, in the good faith opinion of the Company's Board of Directors, effecting the registration would adversely affect a material financing, acquisition, disposition of assets or stock, merger or other comparable transaction or would require the Company to make public disclosure of information the public disclosure of which would have a material adverse effect upon the Company, provided that if the Demand Registration involves an underwritten Public Offering, no Person may participate in any Registration Statement Company shall not delay such action pursuant to this Section 2.01(asentence more than once in any twelve (12) unless such Person agrees month period. Subject to sell their Registrable Securities to paragraph (e), the underwriters selected as provided Company may include in Section 2.05(f) on the same terms and conditions as apply to the Requesting Investor and no such Person shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) securities of the same class as to (i) such Person’s ownership of his, her or its the Registrable Securities to be transferred free and clear for sale for its own account or for the account of all liens, claims, and encumbrances, (ii) such any other Person’s power and authority to effect such transfer, (iii) such matters pertaining to compliance with securities laws by such Person as may be reasonably requested and (iv) such information furnished in writing to the Company by such Person or on behalf of such Person expressly for use in the Registration Statement; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto; and provided, further, that such liability will be limited to the net proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to such registration.