Common use of Restrictions on Long-Form Registrations Clause in Contracts

Restrictions on Long-Form Registrations. The Company shall not be --------------------------------------- obligated to effect any Long-Form Registration within 180 days after the effective date of a previous Long-Form Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to SECTION 3 and in which there was no reduction in the number --------- of Registrable Securities requested to be included. The Company may postpone for up to 180 days the filing or the effectiveness of a registration statement for a Demand Registration if the Company, the holders of a majority of the GTCR Group Registrable Securities and the holders of a majority of the Xxxxxx Group Registrable Securities agree that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction; provided that in such event, the holders of a majority of the Investor Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any twelve-month period.

Restrictions on Long-Form Registrations. The Company shall not be --------------------------------------- obligated to effect any Demand Registration which is a Long-Form Registration within 180 days after the effective date of a previous Demand Registration which was a Long-Form Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to SECTION 3 paragraph 2 and in which there was no reduction in such holders were able to register and sell at least 90% of the number --------- of Registrable Securities requested to be includedincluded therein. The Company may preempt any request for a Demand Registration in order to effect an underwritten primary registration on behalf of the Company, PROVIDED that (i) such preempting underwritten primary registration must become effective within 90 days after the date such preempted Demand Registration is requested, (ii) the holders of Registrable Securities initially requesting the preempted Demand Registration must have piggyback rights pursuant to paragraph 2 with respect to the preempting primary registration and must be able to register and sell pursuant to such piggyback rights in such primary registration at least 90% of the Registrable Securities initially requested to be included in the preempted Demand Registration, (iii) the Company shall pay all Registration Expenses in connection with any such preempting primary registration, and (iv) the preempted Demand Registration shall not count as one of the permitted Demand Registrations hereunder. The Company may preempt a Demand Registration hereunder only once in any 12-month period. The Company may postpone for up to 180 days the filing or the effectiveness of a registration statement for a Demand Registration if the Company, the holders 's board of a majority of the GTCR Group Registrable Securities and the holders of a majority of the Xxxxxx Group Registrable Securities agree directors determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries direct or indirect subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization reorganiza tion or similar transaction; provided PROVIDED that in such event, the holders of a majority of the Investor Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all Registration Expenses in connection with such withdrawn registration. The Company may delay a Demand Registration hereunder only once in any twelve-month period.

Restrictions on Long-Form Registrations. The Company shall not be --------------------------------------- obligated to effect any Demand Registration which is a Long-Form Registration within 180 days after the effective date of a previous Demand Registration which was a Long-Form Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to SECTION 3 paragraph 2 and in which there was no reduction in such holders were able to register and sell at least 90% of the number --------- of Registrable Securities requested to be includedincluded therein. The Company may preempt any request for a Demand Registration in order to effect an underwritten primary registration on behalf of the Company, provided that (i) -------- such preempting underwritten primary registration must become effective within 90 days after the date such preempted Demand Registration is requested, (ii) the holders of Registrable Securities initially requesting the preempted Demand Registration must have piggyback rights pursuant to paragraph 2 with respect to the preempting primary registration and must be able to register and sell pursuant to such piggyback rights in such primary registration at least 90% of the Registrable Securities initially requested to be included in the preempted Demand Registration, (iii) the Company shall pay all Registration Expenses in connection with any such preempting primary registration, and (iv) the preempted Demand Registration shall not count as one of the permitted Demand Registrations hereunder. The Company may preempt a Demand Registration hereunder only once in any 12-month period. The Company may postpone for up to 180 days the filing or the effectiveness of a registration statement for a Demand Registration if the Company, the holders 's board of a majority of the GTCR Group Registrable Securities and the holders of a majority of the Xxxxxx Group Registrable Securities agree directors determines in its reasonable good faith judgment that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries direct or indirect subsidiaries to engage in any acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction; provided that in such event, the holders -------- of a majority of the Investor Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all Registration Expenses in connection with such withdrawn registration. The Company may delay a Demand Registration hereunder only once in any twelve-month period.

Restrictions on Long-Form Registrations. The Company shall not be --------------------------------------- obligated to effect any Long-Form Registration within 180 90 days after the effective date of a previous Long-Form Registration or a previous registration in which the holders of Registrable Securities were given piggyback rights pursuant to SECTION 3 Section 2 and in which there was no reduction in the number --------- of Registrable Securities requested to be included. The Company may postpone for up to 180 days the filing or the effectiveness of a registration statement for a Demand Registration if (i) prior to the CompanyOther Stockholders Restriction Termination Date, the holders of a majority of the GTCR Group Registrable Securities Company and the holders of a majority of the Xxxxxx Group Investor Registrable Securities agree that such Demand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to acquire financing, engage in any acquisition of assets (other than in the ordinary course of business) ), or engage in any merger, consolidation, tender offer, reorganization reorganization, or similar transaction; provided that that, in such event, the holders of a majority of the Investor Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request andand the Company shall pay all Registration Expenses in connection with such registration, if (ii) on or after the Other Stockholders Restriction Termination Date but prior to the Executives Restriction Termination Date, the Company and the holders of a majority of the Investor Registrable Securities and Other Registrable Securities, collectively, agree that such request is withdrawnDemand Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to acquire financing, engage in any acquisition (other than in the ordinary course of business), or engage in any merger, consolidation, tender offer, reorganization, or similar transaction; provided that, in such event, the holders of Investor Registrable Securities or the holders of Other Registrable Securities initially requesting such Demand Registration shall not count as one be entitled to withdraw such request and the Company shall pay all Registration Expenses in connection with such registration, or (iii) after the Executives Restriction Termination Date, the Company and the holders of a majority of the permitted Registrable Securities agree that such Demand Registrations hereunder Registration would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries to acquire financing, engage in any acquisition (other than in the ordinary course of business), or engage in any merger, consolidation, tender offer, reorganization, or similar transaction; provided that, in such event, the holders of Registrable Securities initially requesting such Demand Registration shall be entitled to withdraw such request and the Company shall pay all Registration Expenses in connection with such registration. The Company may delay a Demand Registration hereunder only once in any twelve-month period.