Right to Demand and be Included in a Shelf Registration. Upon the demand of (i) a Blackstone Entity, made at any time and from time to time or (ii) a Co-Investor made after the expiration of the Coordination Period, in each case, subject to Section 2.12, when the IPO Entity is eligible to utilize Form S-3 or a successor form to sell its Capital Stock in a secondary offering on a delayed or continuous basis in accordance with Rule 415 of the Securities Act, the IPO Entity will facilitate in the manner described in this Agreement a shelf registration of Shares held by such Blackstone Entity or such Co-Investor. Promptly upon receiving any demand (but in no event more than 30 days after receipt of a demand for such registration), the IPO Entity shall use its reasonable best efforts to file a registration statement relating to such demand. The IPO Entity, shall use its reasonable best efforts to cause such registration to promptly be declared effective under (x) the Securities Act and (y) the blue sky laws of such jurisdictions as any participating Holder or any underwriter, if any, reasonably requests. Any shelf registration filed by the IPO Entity covering Shares (whether pursuant to a Blackstone Entity’s or Co-Investor’s demand or the initiative of the IPO Entity) will cover Registrable Securities held by each of the Holders as may be specified by the Investors, and solely to the extent permitted by this Agreement. If at the time of such request the IPO Entity is a WKSI, such shelf registration would, at the request of a Blackstone Entity or Co-Investor cover an unspecified number of Shares to be sold by the IPO Entity and the Holders.
Right to Demand and be Included in a Shelf Registration. Upon the demand of any Carlyle Stockholder (any such demand, together with any demand pursuant to Section 4.1(a), a “demand registration”, 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, the Company will facilitate in the manner described in this Agreement a shelf registration of Shares held by the Carlyle Stockholders. Any shelf registration filed by the Company covering Shares (whether pursuant to a Carlyle Stockholder demand or at the initiative of the Company) will cover Shares held by each of the Carlyle Stockholders (regardless of whether they demanded the filing of such shelf or not) up to an equivalent percentage of their original respective holdings as may be agreed upon by the demanding Carlyle Stockholders unless otherwise requested by any such Carlyle Shareholder. If at the time of such request the Company is a WKSI, such shelf registration would, at the request of such Carlyle Stockholders, cover an unspecified number of Shares to be sold by the Company and the Carlyle Stockholders.
Right to Demand and be Included in a Shelf Registration. Upon the demand of any of the Investment Entities or Blackstone, 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 Registrable Securities held by the Securityholders. Any shelf registration filed pursuant to this Section 2.3 by the Company covering Shares (whether pursuant to a demand by any of the Investment Entities or Blackstone or at the initiative of the Company) will cover Registrable Securities held by each of the Securityholders (regardless of whether they demanded the filing of such shelf or not) equal to the percentage of their original respective holdings as is requested by any of the Investment Entities or Blackstone with respect to the Registrable Securities of any of the Investment Entities or Blackstone to be included in such shelf. If at the time of such request the Company is eligible for WKSI status, such shelf registration shall, upon the approval of the board of directors of the Company, cover an unspecified number of Registrable Securities to be sold by the Company and its Securityholders.
Right to Demand and be Included in a Shelf Registration. Without limiting any obligation under a Lock-Up, upon the demand of one or more Demand Holders, 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 the Registrable Securities 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 Registrable Securities held by the Holders. Any shelf registration filed by the Company covering shares (whether pursuant to a Demand Holder’s demand or the initiative of the Company) will cover Registrable Securities held by each of the Holders up to the highest common percentage of their Registrable Securities, which highest common percentage will be agreed upon by the Demand Holders taking into account any advice of any potential underwriters, after consultation with the Company, to limit the number shares included in such shelf registration. Any such shelf registration statement will cover only such number of Registrable Securities of each Holder that is permitted to be sold under any Lock-Ups applicable to such Holder.
Right to Demand and be Included in a Shelf Registration. Upon the demand of the Stockholders 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, the Company will facilitate in the manner described in this Agreement a shelf registration of shares held by the Stockholders. Any shelf registration filed by the Company covering shares (whether pursuant to a Stockholder demand or at the initiative of the Company) will cover shares held by each of the Stockholders up to the highest common percentage of their original respective holdings as may be agreed upon by the demanding Stockholders. If at the time of such request the Company is a WKSI, such shelf registration would, at the request of such majority of the Stockholders, cover an unspecified number of shares to be sold by the Company and its Stockholders.
Right to Demand and be Included in a Shelf Registration. Upon the demand of Blackstone, 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 Registrable Securities held by the Securityholders. Any shelf registration filed pursuant to this Section 2.4 by the Company covering Shares (whether pursuant to a demand by Blackstone or at the initiative of the Company) will cover Registrable Securities held by each of the Securityholders (regardless of whether they demanded the filing of such shelf or not) equal to the percentage of their original respective holdings as is requested by Blackstone with respect to the Registrable Securities of Blackstone to be included in such shelf. If at the time of such request the Company is a WKSI, such shelf registration shall, upon the approval of the board of directors of the Company, cover an unspecified number of Registrable Securities to be sold by the Company and its Securityholders.
Right to Demand and be Included in a Shelf Registration. Upon the demand of one or more LGP Stockholders, 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 them. Any shelf registration filed by the Company covering Shares (whether pursuant to a LGP Stockholder demand or at the initiative of the Company) will cover Shares held by each of the Stockholders (regardless of whether they demanded the filing of such shelf or not) up to an equivalent percentage of their original respective holdings as may be agreed upon by the demanding LGP Stockholders. If at the time of such request the Company is a WKSI, such shelf registration may, at the request of such LGP Stockholders, cover an unspecified number of Shares to be sold by the Company and the Stockholders.
Right to Demand and be Included in a Shelf Registration. Upon the demand of Blackstone, 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 of the Securities Act, the Company will facilitate in the manner described in this Agreement a shelf registration of shares held by the Holders. Any shelf registration filed by the Company covering shares (whether pursuant to Blackstone’s demand or the initiative of the Company) will cover Registrable Securities held by each of the Holders up to the highest common percentage of their original respective holdings, which highest common percentage will be agreed upon by the demanding Holder. If at the time of such request the Company is a WKSI, such shelf registration would, at the request of such majority Holders, cover an unspecified number of shares to be sold by the Company and the Holders.
Right to Demand and be Included in a Shelf Registration. Upon the demand of EQT made at any time and from time to time following the Lock-Up Period, to register Shares for resale 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 Registrable Securities held by all of the Holders. Promptly upon receiving any such demand (but in no event more than 30 days (with respect to Form S-1) or 15 days (with respect to a Form S-3) after receipt of a demand for such registration), the Company shall use its commercially reasonable efforts to file a registration statement on Form S-3 relating to such demand (or if the Company is not then eligible to use Form S-3, such registration shall be on Form S-1, which Form S-1 shall be converted to a Form S-3 at such time as the Company becomes so eligible). Any shelf registration filed pursuant to this Section 2.3 by the Company covering Shares will cover all Registrable Securities held by each of the Holders (and with respect to any particular Holder, subject to such Holder’s compliance with Section 4.6). If at the time of such request the Company is eligible for WKSI status, such shelf registration shall be an automatic shelf registration statement on Form S-3. The Company shall cause such registration statement filed pursuant to this Section 2.3 to remain effective thereafter until such time as there are no longer any Registrable Securities.
Right to Demand and be Included in a Shelf Registration. So long as 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, the Company will facilitate in the manner described in this Agreement a shelf registration of Shares held by the Carlyle Stockholders. The Company shall use its reasonable best efforts to file as soon as practicable after the Effective Date (and in any event within five Business Days thereafter) a shelf registration statement, subject to the final sentence of this paragraph. To the extent the final sentence of this paragraph is not applicable, the Company will file an S-3 registration statement pursuant to this paragraph covering Shares held by each of the Carlyle Stockholders equal to such Carlyle Stockholder’s pro rata share (based on their original respective holdings as of the Effective Date) of the total number of shares that may be sold pursuant to the [Lock-Up Agreement]. At such time as any additional Shares may be sold by the Carlyle Stockholders pursuant to the [Lock-Up Agreement], the Company shall, if necessary, amend such shelf registration so that it also covers additional shares held by each of the Carlyle Stockholders equal to such Carlyle Stockholder’s pro rata share of the total number of additional shares that may be sold pursuant to the [Lock-Up Agreement.] If at the time of such request the Company is a WKSI, such shelf registration would cover an unspecified number of Shares to be sold by the Company and the Carlyle Stockholders , provided however, that if the Company has, at any time, registered an indeterminate number of shares to be sold by the Carlyle Stockholders utilizing Form S-3 ASR, the Company will no longer be obligated to register shares on any other registration statement pursuant this Section 3 for so long as such registration statement remains effective and the Company remains a WKSI (other than in connection with any Piggyback Rights in relation to a competing S-3 ASR).
