Common use of Request for Short-Form Registration Clause in Contracts

Request for Short-Form Registration. Subject to Section 6(a), so long as the Company is a Seasoned Issuer, each of the Centerbridge Parties, the Pxxxxxx Parties and the Blackstone Parties will have the right (collectively, the “Short-Form Initiating Holders” and, together with the Demand Initiating Holders, the “Initiating Holders”) to make a written request to the Company to register, and the Company shall register in accordance with the terms of this Agreement, the sale of the number of Registrable Securities stated in such request under the Securities Act on Form S-3 or any similar short-form registration (other than a Shelf Registration) (a “Short-Form Registration”); provided, however, that the Company shall not be obligated to effect such demand for a Short-Form Registration (i) if the aggregate offering price of the Registrable Securities to be sold in such offering (including piggyback shares and before deduction of any underwriting discounts or commissions) is not reasonably expected to be at least $100 million or (ii) within 90 days after the effective date of a previous Short-Form Registration or other previous registration in which the Holders of Registrable Securities were given piggyback rights pursuant to Section 3(d); provided further, however, that the Company shall be obligated to effect such demand for a Short-Form Registration if one of the Short-Form Initiating Holders proposes to sell all of its remaining Registrable Securities pursuant to such demand. Each request for a Short-Form Registration by the Short-Form Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. The Short-Form Initiating Holders shall be entitled to an unlimited number of Short-Form Registrations and such registrations shall not be counted as a Demand Registration for the purposes of this Agreement.

Request for Short-Form Registration. Subject to Section 6(a), so long as the Company is a Seasoned Issuer, each of the Centerbridge Parties, the Pxxxxxx Xxxxxxx Parties and the Blackstone Parties will have the right (collectively, the “Short-Form Initiating Holders” and, together with the Demand Initiating Holders, the “Initiating Holders”) to make a written request to the Company to register, and the Company shall register in accordance with the terms of this Agreement, the sale of the number of Registrable Securities stated in such request under the Securities Act on Form S-3 or any similar short-form registration (other than a Shelf Registration) (a “Short-Form Registration”); provided, however, that the Company shall not be obligated to effect such demand for a Short-Form Registration (i) if the aggregate offering price of the Registrable Securities to be sold in such offering (including piggyback shares and before deduction of any underwriting discounts or commissions) is not reasonably expected to be at least $100 million or (ii) within 90 days after the effective date of a previous Short-Form Registration or other previous registration in which the Holders of Registrable Securities were given piggyback rights pursuant to Section 3(d); provided further, however, that the Company shall be obligated to effect such demand for a Short-Form Registration if one of the Short-Form Initiating Holders proposes to sell all of its remaining Registrable Securities pursuant to such demand. Each request for a Short-Form Registration by the Short-Form Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. The Short-Form Initiating Holders shall be entitled to an unlimited number of Short-Form Registrations and such registrations shall not be counted as a Demand Registration for the purposes of this Agreement.

Request for Short-Form Registration. Subject to Section 6(a), so long as the Company is a Seasoned Issuer, each of the Centerbridge PartiesOaktree Stockholders, each of the Pxxxxxx Parties Apollo Stockholders and each of the Blackstone Parties other Designated Holders (so long as such Oaktree Stockholder, Apollo Stockholder or other Designated Holder, as the case may be, together with their respective Affiliates, holds at least 10% of the outstanding Common Stock), will have the right (collectively, the “Short-Form Initiating Holders” and, together with the Demand Initiating Holders, the “Initiating Holders”) to make a written request to the Company to register, and the Company shall register in accordance with the terms of this Agreement, the sale of the number of Registrable Securities stated in such request under the Securities Act on Form S-3 or any similar short-form registration (other than a Shelf Registration) (a “Short-Form Registration”); provided, however, that the Company shall not be obligated to effect such demand for a Short-Form Registration (i) if the Short-Form Initiating Holders propose to sell their Registrable Securities at an anticipated aggregate offering price (calculated based upon the Market Price of the Registrable Securities to be sold in such offering (including piggyback shares and before deduction of any underwriting discounts or commissions) is not reasonably expected to be at least $100 million or (ii) within 90 days after on the effective date of a previous Short-Form filing of the Registration or other previous registration in which the Holders of Statement with respect to such Registrable Securities were given piggyback rights pursuant and including any Registrable Securities subject to Section 3(d)any applicable over-allotment option) to the public of less than $25 million; provided further, however, that the Company shall be obligated to effect such demand for a Short-Form Registration if one of the Short-Form Initiating Holders proposes to sell all of its remaining Registrable Securities pursuant to such demand. Each request for a Short-Form Registration by the Short-Form Initiating Holders shall state the amount of the Registrable Securities proposed to be sold and the intended method of disposition thereof. The Short-Form Initiating Holders shall be entitled to an unlimited number of Short-Form Registrations and such registrations shall not be counted as a Demand Registration for the purposes of this Agreement.