Common use of Right to Require Registration Clause in Contracts

Right to Require Registration. (A) At any time from and after the second anniversary of the Effective Date, any Sponsor Stockholder shall have the right to deliver a request in writing to the Company (a "Request") (which Request shall specify the Registrable Securities intended to be disposed, the identity of the Sponsor Stockholder intending to dispose of such Registrable Securities, and the intended method of distribution thereof) that the Company register the Registrable Securities held by the specified Sponsor Stockholder by filing with the SEC a Required Registration Statement (a "Demand Registration") or, after the Initial Public Offering of the Company, a Required Shelf Registration Statement (a "Shelf Registration"); provided, however, that if such Request is made with respect to the Initial Public Offering of the Company and prior to the fourth anniversary of the date of this Agreement, no Sponsor Stockholder shall be permitted to exercise its rights under this Section 2(a)(i)(A) unless the transaction contemplated by the Request would, in the reasonable opinion the Sponsor Stockholder delivering such Request, result in an IRR to such Sponsor Stockholder in respect of its Registrable Securities subject to such Request of at least 25%. At any time from and after the consummation of a Qualified IPO, any Investor Stockholder shall have the right to deliver a Request to the Company (which Request shall specify the Registrable Securities intended to be disposed, the identity of the Investor Stockholder intending to dispose of such Registrable Securities, and the intended method of distribution thereof) for a Demand Registration or, in the case of an Investor Stockholder that is also a Sponsor Stockholder, a Shelf Registration.

Right to Require Registration. (A) At any time from and after the second anniversary date hereof, one or more Investor Groups, or in the case of the Effective Datea registration requested pursuant to Section 2(f), any Sponsor Stockholder Nalco LLC, shall have the right to deliver a request in writing to the Company (a "Request") (which Request shall specify the Registrable Securities intended to be disposed, the identity of the Sponsor Stockholder Holder(s) intending to dispose of such Registrable Securities, and the intended method of distribution thereof) that the Company register the Registrable Securities held by the specified Sponsor Stockholder Holder(s) in such Investor Group or by Nalco LLC for the account of the specified Holder(s) in such Investor Group or pursuant to Section 2(f) by filing with the SEC (x) a Required Registration Statement (a "Demand Registration") or, after or (y) if the Initial Public Offering of the CompanyRequest shall specify, a Required Shelf Registration Statement (a "Shelf Registration"). Nalco LLC shall have the option of distributing any Registrable Securities requested to be registered pursuant to this Section 2(a)(i) to its Member(s) or selling such Registrable Securities on behalf of such Member(s); provided, howeverthat in any case in which a distribution is made that is not pro rata to all Members, the Member(s) receiving such proceeds or securities from Nalco LLC shall surrender to Nalco LLC, for redemption, Units having a Fair Market Value that if is equal to the value of the cash or securities so distributed to the Member(s). Upon the receipt of such a Request, the Company will, by the fifth business day thereafter, give written notice of such requested registration to all Holders, and, not later than the 60th calendar day after the receipt of such a Request by the Company, the Company will cause to be filed with the SEC a Required Registration Statement or Required Shelf Registration Statement, as the case may be, covering the Registrable Securities which the Company has been so requested to register in such Request is made with respect and all other Registrable Securities which the Company has been requested to register by Holders thereof (other than the Holder(s) who are members of the Investor Group initiating the Request) by written request given to the Initial Public Offering Company within 10 business days after the giving of such written notice by the Company, providing for the registration under the Securities Act of the Registrable Securities which the Company and prior has been so requested to register by all such Holders, to the fourth anniversary extent necessary to permit the disposition of such Registrable Securities so to be registered in accordance with the date intended methods of this Agreementdistribution thereof specified in such Request or further requests, no Sponsor Stockholder and shall be permitted use all reasonable efforts to exercise its rights under this Section 2(a)(i)(A) unless have such Required Registration Statement or Required Shelf Registration Statement, as the transaction contemplated case may be, declared effective by the Request wouldSEC as soon as practicable thereafter and to keep such Required Registration Statement continuously effective for a period of at least (xx) 60 calendar days, in the reasonable opinion the Sponsor Stockholder delivering such Request, result in an IRR to such Sponsor Stockholder in respect case of its Registrable Securities subject to such Request of at least 25%. At any time from and after the consummation of a Qualified IPO, any Investor Stockholder shall have the right to deliver a Request to the Company (which Request shall specify the Registrable Securities intended to be disposed, the identity of the Investor Stockholder intending to dispose of such Registrable Securities, and the intended method of distribution thereof) for a Demand Registration (or, in the case of an Investor Stockholder that Underwritten Offering, such period as the Underwriters shall reasonably require) following the date on which such Required Registration Statement is also a Sponsor Stockholderdeclared effective (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Registration Statement have been sold pursuant thereto) or (yy) 180 calendar days, in the case of a Shelf Registration, following the date on which such Required Shelf Registration Statement is declared effective (or such shorter period which will terminate when all of the Registrable Securities covered by such Required Shelf Registration Statement have been sold pursuant thereto), including, in either case, if necessary, by filing with the SEC a post-effective amendment or a supplement to the Required Registration Statement or Required Shelf Registration Statement or the related Prospectus or any document incorporated therein by reference or by filing any other required document or otherwise supplementing or amending the Required Registration Statement or Required Shelf Registration Statement, if required by the rules, regulations or instructions applicable to the registration form used by the Company for such Required Registration Statement or Required Shelf Registration Statement or by the Securities Act, the Exchange Act, any state securities or blue sky laws, or any rules and regulations thereunder.

Right to Require Registration. (A) At any time from and after the second anniversary of the Effective Datedate of this Agreement, any Sponsor Stockholder Member shall have the right to deliver a request in writing to the Company (a "Request") (which Request shall specify the Registrable Securities intended to be disposed, the identity of the Sponsor Stockholder Member intending to dispose of such Registrable Securities, and the intended method of distribution thereof) that the Company register the Registrable Securities held by the specified Sponsor Stockholder Member by filing with the SEC a Required Registration Statement (a "Demand Registration") or, after the Initial Public Offering of the Company, a Required Shelf Registration Statement (a "Shelf Registration"); provided, however, that if such Request is made with respect to the Initial Public Offering of the Company and prior to the fourth anniversary of the date of this Agreement, no Sponsor Stockholder Member shall be permitted to exercise its rights under this Section 2(a)(i)(A) unless the transaction contemplated by the Request would, in the reasonable opinion the Sponsor Stockholder Member delivering such Request, result in an IRR to such Sponsor Stockholder Member in respect of its Registrable Securities subject to such Request of at least 25%. At any time from and after the consummation of a Qualified IPO, any Investor Stockholder Member shall have the right to deliver a Request to the Company (which Request shall specify the Registrable Securities intended to be disposed, the identity of the Investor Stockholder Member intending to dispose of such Registrable Securities, and the intended method of distribution thereof) for a Demand Registration or, in the case of an Investor Stockholder Member that is also a Sponsor StockholderMember, a Shelf Registration.

Right to Require Registration. (A) At any time from and after the second anniversary of the Effective Date, any Sponsor Stockholder shall have the right to deliver a request in writing to the Company (a "“Request"”) (which Request shall specify the Registrable Securities intended to be disposed, the identity of the Sponsor Stockholder intending to dispose of such Registrable Securities, and the intended method of distribution thereof) that the Company register the Registrable Securities held by the specified Sponsor Stockholder by filing with the SEC a Required Registration Statement (a "“Demand Registration"”) or, after the Initial Public Offering of the Company, a Required Shelf Registration Statement (a "“Shelf Registration"”); provided, however, that if such Request is made with respect to the Initial Public Offering of the Company and prior to the fourth anniversary of the date of this Agreement, no Sponsor Stockholder shall be permitted to exercise its rights under this Section 2(a)(i)(A) unless the transaction contemplated by the Request would, in the reasonable opinion the Sponsor Stockholder delivering such Request, result in an IRR to such Sponsor Stockholder in respect of its Registrable Securities subject to such Request of at least 25%. At any time from and after the consummation of a Qualified IPO, any Investor Stockholder shall have the right to deliver a Request to the Company (which Request shall specify the Registrable Securities intended to be disposed, the identity of the Investor Stockholder intending to dispose of such Registrable Securities, and the intended method of distribution thereof) for a Demand Registration or, in the case of an Investor Stockholder that is also a Sponsor Stockholder, a Shelf Registration.