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

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 (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 casePrincipal Stockholder, subject to Section 2.12, when the IPO Entity Registrant is eligible to utilize Form S-3 or a successor form to sell its Capital Common Stock in a secondary offering on a delayed or continuous basis in accordance with Rule 415 of the Securities ActAct whether on Form X-0, Xxxx X-0 or a successor form, the IPO Entity Registrant will facilitate in the manner described in this Agreement a shelf registration of Shares held the Registrable Securities requested by such Blackstone Entity or Principal Stockholder to be included in such Co-Investorshelf registration. Promptly upon receiving any demand (but in no event more than 45 days in the case of a shelf registration on Form S-1 or 30 days in the case of a shelf registration on Form S-3 after receipt of a demand for such registration), the IPO Entity Registrant shall use its reasonable best efforts to file a registration statement relating to such demand. The IPO EntityRegistrant, 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 Registrant covering Shares Common Stock (whether pursuant to a Blackstone Entity’s or Co-InvestorPrincipal Stockholder’s demand or the initiative of the IPO EntityRegistrant) will cover Registrable Securities held by each of the Holders as may be specified by the InvestorsPrincipal Stockholders, and solely to the extent permitted by this Agreement. If at the time of such request the IPO Entity Registrant is a WKSI, such shelf registration would, at the request of a Blackstone Entity or Co-Investor Principal Stockholder, cover an unspecified number of Shares Registrable Securities to be sold by the IPO Entity Registrant and the Holders.