Common use of Right to be Included in a Shelf Registration Clause in Contracts

Right to be Included in a Shelf Registration. At the written request of Corsair made at any time and from time to time when the Company is eligible to utilize Form S-3 or a successor form to sell shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act, the Company will facilitate in the manner described in this Agreement a shelf registration of shares held by the Stockholders. Any shelf registration statement filed by the Company covering shares (whether pursuant to a Stockholder demand or at the initiative of the Company) will cover sufficient shares to allow each of the Stockholders to register the same percentage of their respective holdings as are being registered by Corsair, as applicable. In addition, subject to Section 3.5, such registration statement may also cover other securities to be sold by the Company or other securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement. If at the time of such request the Company is a WKSI, and subject to Section 3.5, such shelf registration statement may also cover an unspecified number of shares to be sold by the Stockholders or other securities to be sold by the Company or other securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement. Notwithstanding anything to the contrary contained herein, Corsair shall not be entitled to make a written request under this Section 2.3 unless it requests to include in such offering shares with an aggregate value (based on the closing price of Class A Common Shares on the last trading day immediately prior to delivering such request) of at least $2,000,000 or, if less, all of the shares then owned by Corsair.

Right to be Included in a Shelf Registration. At the written request of Corsair Xxxxxxx made at any time and from time to time when the Company is eligible to utilize Form S-3 or a successor form to sell shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act, the Company will facilitate in the manner described in this Agreement a shelf registration of shares held by the Stockholders. Any shelf registration statement filed by the Company covering shares (whether pursuant to a Stockholder demand or at the initiative of the Company) will cover sufficient shares to allow each of the Stockholders to register the same percentage of their respective holdings as are being registered by Corsair, as applicable. In addition, subject to Section 3.5, such registration statement may also cover other securities to be sold by the Company or other securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement. If at the time of such request the Company is a WKSI, and subject to Section 3.5, such shelf registration statement may also cover an unspecified number of shares to be sold by the Stockholders or other securities to be sold by the Company or other securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement. Notwithstanding anything to the contrary contained herein, Corsair shall not be entitled to make a written request under this Section 2.3 unless it requests to include in such offering shares with an aggregate value (based on the closing price of Class A Common Shares on the last trading day immediately prior to delivering such request) of at least $2,000,000 or, if less, all of the shares then owned by Corsair.

Right to be Included in a Shelf Registration. At Upon (x) the written request demand of Corsair the Shareholders made at any time and from time to time when the Company is eligible to utilize Form S-3 or a successor form to sell shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 or (y) the Company’s determination to issue Common Shares to the Shareholders under the Securities ActCertificate, the Company will facilitate in the manner described in this Agreement a shelf registration of shares held by the StockholdersShareholders. Any shelf registration statement filed by the Company covering shares (whether pursuant to a Stockholder Shareholder demand or at the initiative of the Company) will cover sufficient shares to allow held by each of the Stockholders Shareholders up to register the same percentage highest amount of their respective holdings at such time as are being registered by Corsairthey may request (which, as applicable. In additionfor the avoidance of doubt, subject to Section 3.5, such registration statement may also cover other securities shall include the total number of Common Shares to be sold by issued to such Shareholders under the Company or other securities of any other security holders of Certificate at the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreementapplicable time). If at the time of such request the Company is a WKSI, and subject to Section 3.5, such shelf registration statement may also would, at the request of the Shareholders, cover an unspecified number of shares to be sold by such Shareholders and such shelf registration statement may, at the request of the Company, cover an unspecified number of shares to be sold by the Stockholders or other securities Company. Notwithstanding the foregoing, (a) no shelf registration shall be fileable with respect to be sold any Preferred Shares unless and until (x) a Put Option Exercise Notice is properly delivered to the Company, and/or (y) the Preferred Shares have not been redeemed in full by the Company or other securities of following the Mandatory Redemption Date, and (b) no shelf registration shall be fileable with respect to any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities Common Shares unless and until such shares are issued pursuant to the Founder Registration Rights Agreement. Notwithstanding anything to terms of the contrary contained hereinCertificate, Corsair shall not be entitled to make a written request under this Section 2.3 unless it requests to include provided that in such offering shares with an aggregate value (based on no event will the closing price of Class A Company issue Common Shares on under the last trading day Certificate unless such shares will be immediately prior to delivering such request) of at least $2,000,000 or, if less, all of the shares then owned by Corsairsaleable under an effective registration statement.