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. (a) Upon the delivery of a Demand Notice, made by one or more of the Refinitiv Holders or the Bank Holders at any time and from time to time when the Company is eligible to utilize a shelf registration statement 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 requested by such Refinitiv Holders or Bank Holders to be included in such shelf registration; provided, however, that if a Demand Notice is delivered prior to the expiration of the Initial Lock-up Period, the Company shall not be obligated to publicly file, but may, to the extent permitted by applicable law, be obligated to prepare and confidentially submit, a registration statement related to such Demand Notice prior to the expiration of the Initial Lock-up Period. In connection with any shelf registration (whether pursuant to the exercise of demand rights or at the initiative of the Company), the Securityholders may, in accordance with this Agreement, exercise piggyback rights to have included in such shelf registration Registrable Securities held by them. (b) Any demanded shelf registration may, at the Company’s option, include Shares to be sold by the Company for its own account and by Employees, and will also include Registrable Securities to be sold by Securityholders that exercise their related piggyback rights pursuant to Section 2.3(a) hereof, in each case, to the extent exercising such rights on a timely basis. If at the time of such request the Company is a WKSI, such shelf registration may, if requested, cover an unspecified number of Registrable Securities to be sold by the Securityholders and, upon the approval of the board of directors of the Company, cover an unspecified number of Shares to be sold by the Company. (c) Without limiting any other obligations of the Company hereunder, as soon as reasonably practicable, but in no event later than 45 days after receiving a valid Demand Notice, the Company shall file (or confidentially submit) with the SEC a shelf registration statement covering all of the Registrable Securities requested by such Demand Notice as well as any other Registrable Securities as to which registration is properly requested in accordance with Section 2.3(a) hereof and any other Shares to be sold by the Company for its own account.

Right to Demand and be Included in a Shelf Registration. (a) Upon the delivery of a Demand Notice, made by one or more of the Refinitiv Holders or the Bank Holders at any time and from time to time when So long as the Company is eligible to utilize Form S-3 or a shelf registration statement successor form to sell Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act415, the Company will facilitate in the manner described in this Agreement a shelf registration of Registrable Securities requested Shares held by such Refinitiv Holders or Bank Holders the Carlyle Stockholders. The Company shall use its reasonable best efforts to be included file as soon as practicable after the Effective Date (and in such any event within five Business Days thereafter) a shelf registration; providedregistration statement, however, that if a Demand Notice is delivered prior subject to the expiration final sentence of this paragraph. To the Initial Lock-up Periodextent the final sentence of this paragraph is not applicable, the Company shall not be obligated to publicly file, but may, to the extent permitted by applicable law, be obligated to prepare and confidentially submit, a will file an S-3 registration statement related pursuant to this paragraph covering Shares held by each of the Carlyle Stockholders equal to such Demand Notice prior to the expiration Carlyle Stockholder’s pro rata share (based on their original respective holdings as of the Initial Lock-up Period. In connection with any shelf registration (whether Effective Date) of the total number of shares that may be sold pursuant to the exercise of demand rights or at the initiative of the Company), the Securityholders may, in accordance with this [Lock-Up Agreement, exercise piggyback rights to have included in ]. At such shelf registration Registrable Securities held by them. (b) Any demanded shelf registration may, at the Company’s option, include time as any additional Shares to may be sold by the Carlyle Stockholders pursuant to the [Lock-Up Agreement], the Company for its own account and shall, if necessary, amend such shelf registration so that it also covers additional shares held by Employees, and will also include Registrable Securities 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 by Securityholders that exercise their related piggyback rights pursuant to Section 2.3(a) hereof, in each case, to the extent exercising such rights on a timely basis. [Lock-Up Agreement.] If at the time of such request the Company is a WKSI, such shelf registration may, if requested, cover an unspecified number of Registrable Securities to be sold by the Securityholders and, upon the approval of the board of directors of the Company, would cover an unspecified number of Shares to be sold by the Company. (c) Without limiting any other obligations of Company and the Carlyle Stockholders , provided however, that if the Company hereunderhas, as soon as reasonably practicableat any time, but in no event later than 45 days after receiving a valid Demand Notice, the Company shall file (or confidentially submit) with the SEC a shelf registration statement covering all registered an indeterminate number of the Registrable Securities requested by such Demand Notice as well as any other Registrable Securities as to which registration is properly requested in accordance with Section 2.3(a) hereof and any other Shares 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 its own accountso 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).

Right to Demand and be Included in a Shelf Registration. (a) Upon the delivery receipt of a Demand Notice, Notice from Pearl or NGP made by one or more of the Refinitiv Holders or the Bank Holders at any time and from time to time when the Company is eligible to utilize Form S-3 or a shelf registration statement 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 use its commercially reasonable efforts to facilitate in the manner described in this Agreement a shelf registration of Registrable Securities requested held by such Refinitiv Holders or Bank Holders the Securityholders. Any shelf registration filed pursuant to be included in such shelf registration; provided, however, that if a Demand Notice is delivered prior to the expiration of the Initial Lock-up Period, this Section 2.3 by the Company shall not be obligated to publicly file, but may, to the extent permitted by applicable law, be obligated to prepare and confidentially submit, a registration statement related to such Demand Notice prior to the expiration of the Initial Lock-up Period. In connection with any shelf registration covering Shares (whether pursuant to the exercise of a demand rights by Pearl or NGP or at the initiative of the Company), the Securityholders may, in accordance with this Agreement, exercise piggyback rights to have included in such shelf registration ) will cover Registrable Securities held by them. each of the Securityholders (bregardless of whether they demanded the filing of such shelf or not) Any demanded shelf registration mayequal to the percentage of their original respective holdings as is requested by Pearl or NGP with respect to the Registrable Securities of Pearl or NGP, at the Company’s optionrespectively, include Shares to be sold by included in such shelf. Within five Business Days after the receipt of the Demand Notice, the Company for its own account and by Employeesshall give written notice of such Demand Notice to all Securityholders. Each Securityholder agrees to deliver such information as the Company may reasonably request in writing, and will also include Registrable Securities to be sold by Securityholders that exercise their related piggyback rights pursuant to Section 2.3(a) hereof, in each caseif any, to the extent exercising Company at least three Business Days prior to the anticipated filing date of the shelf registration statement as set forth in the Demand Notice. If a Securityholder does not timely provide the information, the Company may reasonably request that such rights Securityholder will not be named as a selling securityholder in the shelf registration statement and will not be permitted to sell its securities under the shelf registration statement. A Securityholder may withdraw all or any portion of its Registrable Securities included on a timely basisshelf registration statement from such shelf registration statement at any time prior to the filing of such registration statement. If at the time of such request the Company is a WKSIeligible for WKSI status, such shelf registration may, if requestedupon the approval of the board of directors of the Company (the “Board”), cover an unspecified number of Registrable Securities to be sold by the Securityholders and, upon the approval of the board of directors of the Company, cover an unspecified number of Shares to be sold by the CompanyCompany and its Securityholders. (c) Without limiting any other obligations of the Company hereunder, as soon as reasonably practicable, but in no event later than 45 days after receiving a valid Demand Notice, the Company shall file (or confidentially submit) with the SEC a shelf registration statement covering all of the Registrable Securities requested by such Demand Notice as well as any other Registrable Securities as to which registration is properly requested in accordance with Section 2.3(a) hereof and any other Shares to be sold by the Company for its own account.

Right to Demand and be Included in a Shelf Registration. (a) Upon the delivery of a Demand Notice, made by one or more of the Refinitiv Holders or the Bank Holders at any time and from time to time when So long as the Company is eligible to utilize Form S-3 or a shelf registration statement successor form to sell Shares in a secondary offering on a delayed or continuous basis in accordance with Rule 415 under the Securities Act415, the Company will facilitate in the manner described in this Agreement a shelf registration of Registrable Securities requested Shares held by such Refinitiv Holders or Bank Holders the Carlyle Stockholders. The Company shall use its reasonable best efforts to be included file as soon as practicable after the Effective Date (and in such any event within five Business Days thereafter) a shelf registration; providedregistration statement, however, that if a Demand Notice is delivered prior subject to the expiration final sentence of this paragraph. To the Initial Lock-up Periodextent the final sentence of this paragraph is not applicable, the Company shall not be obligated to publicly file, but may, to the extent permitted by applicable law, be obligated to prepare and confidentially submit, a will file an S-3 registration statement related pursuant to this paragraph covering Shares held by each of the Carlyle Stockholders equal to such Demand Notice prior to the expiration Carlyle Stockholder’s pro rata share (based on their original respective holdings as of the Initial Lock-up Period. In connection with any shelf registration (whether Effective Date) of the total number of shares that may be sold pursuant to the exercise of demand rights or at Lock-Up Agreement (as defined in the initiative of the CompanyImplementation Agreement), the Securityholders may, in accordance with this Agreement, exercise piggyback rights to have included in . At such shelf registration Registrable Securities held by them. (b) Any demanded shelf registration may, at the Company’s option, include time as any additional Shares to may be sold by the Carlyle Stockholders pursuant to the Lock-Up Agreement, the Company for its own account and shall, if necessary, amend such shelf registration so that it also covers additional shares held by Employees, and will also include Registrable Securities 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 by Securityholders that exercise their related piggyback rights pursuant to Section 2.3(a) hereof, in each case, to the extent exercising such rights on a timely basisLock-Up Agreement. If at the time of such request the Company is a WKSI, such shelf registration may, if requested, cover an unspecified number of Registrable Securities to be sold by the Securityholders and, upon the approval of the board of directors of the Company, would cover an unspecified number of Shares to be sold by the Company. (c) Without limiting any other obligations of Company and the Carlyle Stockholders, provided however, that if the Company hereunderhas, as soon as reasonably practicableat any time, but in no event later than 45 days after receiving a valid Demand Notice, the Company shall file (or confidentially submit) with the SEC a shelf registration statement covering all registered an indeterminate number of the Registrable Securities requested by such Demand Notice as well as any other Registrable Securities as to which registration is properly requested in accordance with Section 2.3(a) hereof and any other Shares 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 its own accountso 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).