Common use of S 3 Shelf Registration Clause in Contracts

S 3 Shelf Registration. (a) Subject to the provisions hereof, at any time following the IPO when the Company is eligible to use Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Form Registration”) and prior to the Registration Termination Date, and, if requested by Univar NV or CD&R Investor (so long as it together with its Permitted Transferees owns 5% or more of the outstanding Shares) or Temasek Investor (so long as it together with its Permitted Transferees owns 10%5 or more of the outstanding Shares) and available to the Company, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Shares, pursuant to Rule 415 or otherwise (an “S-3 Shelf Registration”). At any time and from time to time following the IPO, Univar NV or CD&R Investor (so long as it together with its Permitted Transferees owns 5% or more of the outstanding Shares) or Temasek Investor (so long as it together with its Permitted Transferees owns 10%6 or more of the outstanding Shares) shall be entitled to request an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Shares held by it and its Permitted Transferees in addition to the other registration rights provided in Section 5.02 and Section 5.03, provided, that the Company shall not be obligated to effect any registration pursuant to this Section 5.04, (A) within 90 days after the effective date of any Registration Statement of the Company hereunder and (B) unless the amount of Registrable Shares requested to be registered by Univar NV, CD&R Investor or Temasek Investor, as the case may be, and its Permitted Transferees who are Stockholders is reasonably expected to result in aggregate gross proceeds (prior to deducting underwriting discounts and commissions and offering expenses) of at least the Minimum Amount. Upon such request, the Company shall promptly deliver notice of such request to all other Stockholders. The other Stockholders shall then have three days to notify the Company in writing of their desire to include their Registrable Shares in such Registration Statement. Subject to Section 5.05, the Company shall use reasonable best efforts to cause Registration Statement for such S-3 Shelf Registration (an “S-3 Shelf Registration Statement”) to become effective as soon as practical thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing.

S 3 Shelf Registration. (a) Subject to the provisions hereof, at any time following the IPO when the Company is eligible to use Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Form Registration”) and prior to the Registration Termination Date, and, if requested by Univar NV or CD&R Investor (so long as it together with its Permitted Transferees owns 5% or more of the outstanding Shares) or Temasek Investor (so long as it together with its Permitted Transferees owns 10%5 10% or more of the outstanding Shares) and available to the Company, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Shares, pursuant to Rule 415 or otherwise (an “S-3 Shelf Registration”). At any time and from time to time following the IPO, Univar NV or CD&R Investor (so long as it together with its Permitted Transferees owns 5% or more of the outstanding Shares) or Temasek Investor (so long as it together with its Permitted Transferees owns 10%6 10% or more of the outstanding Shares) shall be entitled to request an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Shares held by it and its Permitted Transferees in addition to the other registration rights provided in Section 5.02 and Section 5.03, provided, that the Company shall not be obligated to effect any registration pursuant to this Section 5.04, (A) within 90 days after the effective date of any Registration Statement of the Company hereunder and (B) unless the amount of Registrable Shares requested to be registered by Univar NV, CD&R Investor or Temasek Investor, as the case may be, and its Permitted Transferees who are Stockholders is reasonably expected to result in aggregate gross proceeds (prior to deducting underwriting discounts and commissions and offering expenses) of at least the Minimum Amount. Upon such request, the Company shall promptly deliver notice of such request to all other Stockholders. The other Stockholders shall then have three days to notify the Company in writing of their desire to include their Registrable Shares in such Registration Statement. Subject to Section 5.05, the Company shall use reasonable best efforts to cause Registration Statement for such S-3 Shelf Registration (an “S-3 Shelf Registration Statement”) to become effective as soon as practical thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing.

S 3 Shelf Registration. (a) Subject to the provisions hereof, at any time following the IPO when the Company is eligible to use Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Form Registration”) and prior to the Registration Termination Date, and, if requested by Univar NV or CD&R Investor (so long as it together with its Permitted Transferees owns 5% or more of the outstanding Shares) or Temasek Investor (so long as it together with its Permitted Transferees owns 10%5 10%(5) or more of the outstanding Shares) and available to the Company, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Shares, pursuant to Rule 415 or otherwise (an “S-3 Shelf Registration”). At any time and from time to time following the IPO, Univar NV or CD&R Investor (so long as it together with its Permitted Transferees owns 5% or more of the outstanding Shares) or Temasek Investor (so long as it together with its Permitted Transferees owns 10%6 10%(6) or more of the outstanding Shares) shall be entitled to request an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Shares held by it and its Permitted Transferees in addition to the other registration rights provided in Section 5.02 and Section 5.03, provided, that the Company shall not be obligated to effect any registration pursuant to this Section 5.04, (A) within 90 days after the effective date of any Registration Statement of the Company hereunder and (B) unless the amount of Registrable Shares requested to be registered by Univar NV, CD&R Investor or Temasek Investor, as the case may be, and its Permitted Transferees who are Stockholders is reasonably expected to result in aggregate gross proceeds (prior to deducting underwriting discounts and commissions and offering expenses) of at least the Minimum Amount. Upon such request, the Company shall promptly deliver notice of such request to all other Stockholders. The other Stockholders shall then have three days to notify the Company in writing of their desire to include their Registrable Shares in such Registration Statement. Subject to Section 5.05, the Company shall use reasonable best efforts to cause Registration Statement for such S-3 Shelf Registration (an “S-3 Shelf Registration Statement”) to become effective as soon as practical thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing.

S 3 Shelf Registration. (a) Subject to the provisions hereof, at any time following the IPO when the Company is eligible to use Form S-3 or any comparable or successor form or forms or any similar short-form registration (a “Short-Form Registration”) and prior to the Registration Termination Date, and, if requested by Univar NV or CD&R Investor (so long as it together with its Permitted Transferees owns 5% or more of the outstanding Shares) or Temasek Investor (so long as it together with its Permitted Transferees owns 10%5 10% or more of the outstanding Shares) and available to the Company, such Short-Form Registration shall be a “shelf” registration statement providing for the registration of, and the sale on a continuous or delayed basis of, the Registrable Shares, pursuant to Rule 415 or otherwise (an “S-3 Shelf Registration”). At any time and from time to time following the IPO, Univar NV or CD&R Investor (so long as it together with its Permitted Transferees owns 5% or more of the outstanding Shares) or Temasek Investor (so long as it together with its Permitted Transferees owns 10%6 10% or more of the outstanding Shares) shall be entitled to request an unlimited number of Short-Form Registrations, if available to the Company, with respect to the Registrable Shares held by it and its Permitted Transferees in addition to the other registration rights provided in Section 5.02 and Section 5.03, provided, that the Company shall not be obligated to effect any registration pursuant to this Section 5.04, (A) within 90 days after the effective date of any Registration Statement of the Company hereunder and (B) unless the amount of Registrable Shares requested to be registered by Univar NV, CD&R Investor or Temasek Investor, as the case may be, and its Permitted Transferees who are Stockholders is reasonably expected to result in aggregate gross proceeds (prior to deducting underwriting discounts and commissions and offering expenses) of at least the Minimum Amount. Upon such request, the Company shall promptly deliver notice of such request to all other Stockholders. The other Stockholders shall then have three days to notify the Company in writing of their desire to include their Registrable Shares in such Registration Statement. Subject to Section 5.05, the Company shall use reasonable best efforts to cause Registration Statement for such S-3 Shelf Registration (an “S-3 Shelf Registration Statement”) to become effective as soon as practical thereafter. If permitted under the Securities Act, such Registration Statement shall be one that is automatically effective upon filing.. Table of Contents