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 Priority Registrable Securities were given piggyback rights pursuant to paragraph 2 and in which there was no reduction in the number of Priority 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 and the holders of a majority of the Investor Registrable Securities agree in the case of an Investor Demand Registration or the holders of a majority of Prudential Registrable Securities in the case of a Prudential Demand Registration or if the Company's board of 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 to engage in any material financing or 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 Investor Registrable Securities or Prudential Registerable 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initially requesting such Demand Registration shall be entitled to withdraw such request and, if such request is withdrawn, such Demand Registration shall not count as one of the permitted Demand Registrations hereunder and the Company shall pay all Registration Expenses in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 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 Priority Registrable Securities were given piggyback rights included pursuant to paragraph Paragraph 2 and in which there was no reduction in the number of Priority Registrable Securities requested to be included. The Company may shall postpone for up to 180 days the filing or the effectiveness of a registration statement for a Demand Registration if a majority of the Company and members of the Company’s board of directors (or a majority of the directors who were not designated by holders of ABRY Registrable Securities pursuant to the Shareholders Agreement, if holders of a majority of the Investor ABRY Registrable Securities agree in are the case of an Investor Demand Registration or the holders of a majority of Prudential Registrable Securities in the case of a Prudential Demand Registration or if the Company's board of directors Initiating Holders) determines in its their 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 to engage in any material financing or 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 Investor Registrable Securities or Prudential Registerable 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 Long-Form Registration within 180 90 days after the effective date of a 2 previous Long-Form Registration or a previous registration in which the holders of Priority Registrable Securities were given piggyback rights included pursuant to paragraph Section 2 and in which there was no material reduction in the number of Priority Registrable Securities requested to be included. The Notwithstanding the foregoing, (i) the Company may postpone for up to 180 90 days the filing or the effectiveness of a registration statement Long-Form Registration for a Demand Registration if the Company and shall furnish to the holders of Registrable Securities a majority certificate signed by the Chief Executive Officer of the Investor Registrable Securities agree Company stating that in the case of an Investor Demand Registration or the holders of a majority of Prudential Registrable Securities in the case of a Prudential Demand Registration or if the Company's board of directors determines in its reasonable good faith judgment that such Demand Registration of the Company’s Board of Directors it would reasonably be expected seriously detrimental to have a material adverse effect on any proposal or plan by the Company or any of its Subsidiaries stockholders for a registration statement to engage in any material financing or acquisition of assets (other than be filed in the ordinary course near future and setting forth the reasons for such judgment, and (ii) the Company shall not be obligated to effect a registration pursuant to this Section 1 during the thirty days prior to the Company’s estimated date of business) or any mergerfiling a registration statement for the account of the Company, consolidation, tender offer, reorganization or similar transactionprovided that the Company is actually employing in good faith its best efforts to cause such registration statement to become effective; provided that in such event, the holders of Investor Registrable Securities or Prudential Registerable 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 Long-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 Priority Registrable Securities were given piggyback rights pursuant to paragraph SECTION 2 and in which there was no reduction in the number of Priority 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 and the holders of a majority of the Investor Registrable Securities agree in the case of an Investor Demand Registration or the holders of a majority of Prudential Registrable Securities in the case of a Prudential Demand Registration or if the Company's board of directors (the "BOARD") 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 to engage in any material financing or acquisition of assets (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction; provided PROVIDED that in such event, the holders of Investor Registrable Securities or Prudential Registerable 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 during any twelve-month periodperiod of 12 consecutive months.

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 Priority Registrable Securities were given piggyback rights pursuant to paragraph 2 SECTION 3 and in which there was no reduction in the number --------- of Priority 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 Company, the holders of a majority of the GTCR Group Registrable Securities and the holders of a majority of the Investor Xxxxxx Group Registrable Securities agree in the case of an Investor Demand Registration or the holders of a majority of Prudential Registrable Securities in the case of a Prudential Demand Registration or if the Company's board of 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 to engage in any material financing or 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 or Prudential Registerable 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.