Common use of Right to Include Registrable Shares Clause in Contracts

Right to Include Registrable Shares. Each time the Company shall determine to file a registration statement under the Securities Act in connection with the proposed offer and sale for cash of any New Common Stock (other than registration statements on Form S-8, Xxxx X-0 xx Form S-3 relating to a dividend reinvestment plan) either by it or by any holders of its outstanding New Common Stock, the Company will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2, at least [30] days prior to the anticipated filing date of such Registration Statement. Upon the written request of each Holder made within [21] days after the receipt of any such notice from the Company, (which request shall specify the Registrable Shares intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which the Company has been so requested to register by the Holders thereof; provided, however, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon shall be relieved of its obligation to register any Registrable Shares in connection with such registration (but not from its obligation to pay the Registration Expenses in connection therewith); and (ii) if such registration involves an underwritten offering, all Holders of Registrable Shares requesting to be included in the Company's registration must sell their Registrable Shares to the underwriters on the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a registration requested pursuant to this Section 2(a) involves an underwritten offering, any Holder of Registrable Shares requesting to be included in such registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. No registration effected under this Section 2 shall relieve the Company of its obligations to effect registrations upon request under Section 4 hereof.

Right to Include Registrable Shares. Each time (a) If the Company shall determine at any time proposes to file register any of its equity securities under the Securities Act, whether or not for sale for its own account and whether or not on account of receipt by the Company of a Demand pursuant to Sections 4.2.1(a), 4.2.1(b) or 4.2.1(c), on a form and in a manner that would permit registration statement of Registrable Shares for a public offering under the Securities Act (other than on a registration statement (i) on Form S-4 or Form S-8 or any successor form thereto, (ii) filed in connection with the proposed offer and sale for cash of any New Common Stock a Public Offering Event or a Secondary Public Offering or (other than registration statements on Form S-8, Xxxx X-0 xx Form S-3 relating to a dividend reinvestment planiii) either by it or by any holders of its outstanding New Common Stock, the Company will give prompt written notice of its determination to each Holder and of such Holder's rights under this Section 2, at least [30] days prior to the anticipated filing date of such Registration Statement. Upon the written request of each Holder made within [21] days after the receipt of any such notice from the Company, (which request shall specify the Registrable Shares intended to be disposed of by such Holderfiled in connection with an exchange offer), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which the Company has been so requested to register by the Holders thereof; provided, however, that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such registration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, the Company may, at its election, give written notice of such determination the proposed registration to each Holder of Registrable Shares at least fifteen (15) days prior to the filing thereof, and thereupon each Holder shall be relieved have the right to request that all or any part of its obligation to register any such Holder’s Registrable Shares be included in connection with such registration by giving written notice to the Company within fifteen (but not from its obligation 15) days after the giving of such notice by the Company. If the registration statement is to pay the Registration Expenses in connection therewith); and (ii) if such registration involves cover an underwritten public offering, all Holders of such Registrable Shares requesting to shall be included in the Company's registration must sell their Registrable Shares to the underwriters underwriting on the same terms and conditions as apply the securities otherwise being sold by the underwriters. Notwithstanding the foregoing, a Management Holder may not request the registration of his or her respective Registrable Management Shares if such Registrable Management Shares may, at the time (or within thirty days thereafter), be distributed to the Company, with such differences, including any with respect public pursuant to indemnification and liability insuranceparagraph (k), as such paragraph may be customary amended from time to time, or appropriate any other similar provision hereafter adopted by the Commission, of Rule 144. (b) If the Company proposes to register any of its equity securities in combined primary a Secondary Public Offering, the Company shall give notice (which may be oral) of the proposed Secondary Public Offering to each Investor Holder, Mezzanine Holder and secondary offerings. If a registration requested pursuant Antin, and each Investor Holder, Mezzanine Holder and Antin and the Management Holders designated by Antin shall have the right to this Section 2(a) involves an underwritten offering, request that all or any Holder part of their Registrable Shares requesting to be included in such registration by giving notice (which may elect, in writing prior be oral) to the effective date of Company. Such Registrable Shares shall be included in the Registration Statement filed in connection with such registration, not to register such underwriting on the same terms and conditions as the securities in connection with such registration. No registration effected under this Section 2 shall relieve otherwise being sold by the Company of its obligations to effect registrations upon request under Section 4 hereofunderwriters.

Right to Include Registrable Shares. Each If at any time during the Demand Registration Period, the Company shall determine proposes to file a registration statement register its common stock under the Securities Act in connection with the proposed offer and Act, whether or not for sale for cash of any New Common Stock its own account (other than a registration statements on Form S-4 or Form S-8, Xxxx X-0 xx Form S-3 relating or any successor or similar forms), it will each such time promptly give written notice to a dividend reinvestment planthe Seller Representative (as defined in Section 11(d)) either by it or by any holders of its outstanding New Common Stock, the Company will give prompt written notice of its determination intention to each Holder do so and of rights of such Holder's rights Sell- ers under this Section 26 (the "Section 6 Notice"). The Com- pany will use all reasonable efforts to include in the pro- posed registration all Registrable Shares that the Company is requested in writing, at least [30] days prior to the anticipated filing date of such Registration Statement. Upon the written request of each Holder made within [21] 10 days after the receipt of any such notice from the CompanySection 6 No- tice xx given, (which request shall specify the Registrable Shares intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which the Company has been so requested to register by the Holders thereofSellers thereof (a "Piggy- back Registration"); provided, however, that (i) if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registrationregis- tration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by itregister such equity securities, the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon the Seller Representative and, thereupon, shall be relieved of its obligation to register any Registrable Shares in connection con- nection with such abandoned registration (but not from its obligation to pay the Registration Expenses in connection therewith); and (ii) if in case of a determination by the Company to delay registration of its common stock, the Company shall be permitted to delay the registration of such registration involves an underwritten offering, all Holders of Registrable Shares requesting for the same period as the delay in registering such other common stock. Not- withstanding anything to be included the contrary in Section 3 hereof, no Seller shall have the Company's registration must sell their right to require the Company to regis- ter any Registrable Shares pursuant to such Section 3 until the later of (A) the completion of the distribution of the securities offered and registered pursuant to the underwriters on Section 6 Notice and (B) 90 days after the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a date each registration requested pursuant to this Section 2(a) involves an underwritten offering, any Holder of Registrable Shares requesting to be included in such registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. No registration statement effected under this Section 2 shall relieve the Company of its obligations to effect registrations upon request under Section 4 hereof6 is declared effec- tive.

Right to Include Registrable Shares. Each If at any time during the Demand Registration Period, the Company shall determine proposes to file a registration statement register its common stock under the Securities Act in connection with the proposed offer and Act, whether or not for sale for cash of any New Common Stock its own account (other than a registration statements on Form S-4 or Form S-8, Xxxx X-0 xx Form S-3 relating or any successor or similar forms), it will each such time promptly give written notice to a dividend reinvestment planthe Seller Representative (as defined in Section 11(d)) either by it or by any holders of its outstanding New Common Stock, the Company will give prompt written notice of its determination intention to each Holder do so and of rights of such Holder's rights Sell- ers under this Section 26 (the "Section 6 Notice"). The Com- pany will use all reasonable efforts to include in the pro- posed registration all Registrable Shares that the Company is requested in writing, at least [30] days prior to the anticipated filing date of such Registration Statement. Upon the written request of each Holder made within [21] 10 days after the receipt of any such notice from the CompanySection 6 No- xxxx is given, (which request shall specify the Registrable Shares intended to be disposed of by such Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Shares which the Company has been so requested to register by the Holders thereofSellers thereof (a "Piggy- back Registration"); provided, however, that (i) if, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the Registration Statement registration statement filed in connection with such registrationregis- tration, the Company shall determine for any reason not to proceed with the proposed registration of the securities to be sold by itregister such equity securities, the Company may, at its election, give written notice of such determination to each Holder of Registrable Shares and thereupon the Seller Representative and, thereupon, shall be relieved of its obligation to register any Registrable Shares in connection con- nection with such abandoned registration (but not from its obligation to pay the Registration Expenses in connection therewith); and (ii) if in case of a determination by the Company to delay registration of its common stock, the Company shall be permitted to delay the registration of such registration involves an underwritten offering, all Holders of Registrable Shares requesting for the same period as the delay in registering such other common stock. Not- withstanding anything to be included the contrary in Section 3 hereof, no Seller shall have the Company's registration must sell their right to require the Company to regis- ter any Registrable Shares pursuant to such Section 3 until the later of (A) the completion of the distribution of the securities offered and registered pursuant to the underwriters on Section 6 Notice and (B) 90 days after the same terms and conditions as apply to the Company, with such differences, including any with respect to indemnification and liability insurance, as may be customary or appropriate in combined primary and secondary offerings. If a date each registration requested pursuant to this Section 2(a) involves an underwritten offering, any Holder of Registrable Shares requesting to be included in such registration may elect, in writing prior to the effective date of the Registration Statement filed in connection with such registration, not to register such securities in connection with such registration. No registration statement effected under this Section 2 shall relieve the Company of its obligations to effect registrations upon request under Section 4 hereof6 is declared effec- tive.