Common use of Shelf and Demand Registrations Clause in Contracts

Shelf and Demand Registrations. If requested by the underwriters for any Underwritten Offering requested by Sponsor Demand Holders pursuant to a Registration under Section 6.1 or Section 6.2, the Issuer shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Sponsor Demand Holder that has requested such Underwritten Offering and the underwriters, and to contain such representations and warranties by the Issuer and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 6.9. The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with such Sponsor Demand Holder in the negotiation of the underwriting agreement and such Sponsor Demand Holder shall give consideration to the reasonable suggestions of the Issuer regarding the form thereof. All Holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Issuer to and for the benefit of such Holders of Registrable Securities as are customarily made by issuers to selling stockholders in underwritten public offerings similar to the applicable Underwritten Offering and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Holders of Registrable Securities. Any such Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Issuer or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other representations required to be made by the Holder under applicable law, and the aggregate amount of the liability of such Holder shall not exceed such Holder’s net proceeds from such Underwritten Offering.

Shelf and Demand Registrations. If requested (a) At any time following six (6) months after the Effective Time, Holders of greater than ten percent (10%) of the aggregate then-outstanding Registrable Securities may, by providing written notice to the underwriters for any Underwritten Offering requested by Sponsor Demand Company, request to sell all or part of the Registrable Securities of such Holders pursuant to a Registration under Statement (a “Demand Registration”). Each request for a Demand Registration (a “Demand Registration Request”) shall specify the number of Registrable Securities intended to be offered and sold by such Holders pursuant to the Demand Registration and the intended method of distribution thereof, which, for avoidance of doubt, may include an Underwritten Offering as contemplated by Section 6.1 or Section 6.22.2(b). To the extent the Company is then eligible, the Issuer registration will be effected by filing a Shelf Registration Statement. Promptly (but in any event within three (3) Business Days) after receipt of a Demand Registration Request, the Company shall enter into an underwriting agreement with such underwriters for such offeringgive written notice of the Demand Registration Request to all other Holders of Registrable Securities. As promptly as practicable and no later than forty-five (45) days after receipt of a Demand Registration Request, such agreement the Company shall register all Registrable Securities (i) that have been requested to be reasonably satisfactory registered in substance the Demand Registration Request and form (ii) with respect to which the Sponsor Company has received a written request for inclusion in the Demand Registration from a Holder no later than ten (10) Business Days after the date on which the Company has given notice to Holders of the Demand Registration Request. The Company shall use reasonable best efforts to cause the Registration Statement filed pursuant to this Section 2(a) to be declared effective by the SEC or otherwise become effective under the Securities Act as promptly as practicable after the filing thereof and maintain such effectiveness for a period of at least 60 days. The Company shall not be required to effect more than four (4) Demand Registrations under this Agreement. (b) Upon the receipt by the Company of a written request from Holders holding a majority of the Registrable Securities in an Underwritten Offering that has requested is not a Marketed Underwritten Offering, the Company will give written notice of such request to all other Holders which notice shall be given in any event within five (5) Business Days of the date on which the Company received the initial request. Any other Holders that desire to sell Registrable Securities of such Underwritten Offering and shall give written notice to the underwriters, and to contain such representations and warranties by Company within five (5) Business Days after the Issuer and date the Company gave such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 6.9. The Holders notice of the such initial request specifying the number of Registrable Securities proposed by such Holder to be included in such Underwritten Offering. A Holder may change the number of Registrable Securities proposed to be distributed by offered in any such underwriters Underwritten Offering at any time prior to commencement of such offering so long as such change would not materially adversely affect the timing or success of such Underwritten Offering; provided, however, that the Company shall be entitled to reasonably delay an Underwritten Offering to the extent resulting from such change. The Company will cooperate with such Sponsor Demand Holder Holders and any Underwriter in the negotiation of the underwriting agreement and such Sponsor Demand Holder shall give consideration effecting an Underwritten Offering pursuant to the reasonable suggestions of Shelf Registration Statement as promptly as reasonably practicable with respect to all such Registrable Securities, subject to the Issuer regarding limitations and conditions with respect to Underwritten Offerings (the form thereof. All Holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement, which underwriting agreement shall “Underwritten Offering Limitations”): (i) contain such representations and warranties by, and the other agreements on the part of, the Issuer to and for the benefit of such Holders of Registrable Securities as are customarily made by issuers to selling stockholders in underwritten public offerings similar to the applicable Underwritten Offering and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Holders of Registrable Securities. Any such Holder of Registrable Securities The Company shall not be required to make any representations or warranties to or agreements with effect more than four (4) Underwritten Offerings in the Issuer or the underwriters other than representationsaggregate, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method only one (1) of distribution and any other representations which may be a Marketed Underwritten Offering. (ii) The Company shall not be required to effect any Underwritten Offering within ninety (90) days after another Underwritten Offering. (iii) The Company shall not be made by required to effect any Underwritten Offering unless the Holder under applicable lawaggregate gross proceeds expected to be received from the sale of Registrable Securities in such offering is at least $50 million. (iv) With respect to a Marketed Underwritten Offering only, the Company shall each be entitled to select one nationally recognized investment banking firm to serve as a lead Underwriter, and the aggregate amount holders of a majority of the liability of such Holder shall Registration Shares to be offered in the Underwritten Offering may select a nationally recognized investment banking firm to serve as a co-lead Underwriter. (v) With respect to an Underwritten Offering that is not exceed such Holder’s net proceeds from such a Marketed Underwritten Offering, the holders of a majority of the Registrable Securities to be offered shall be entitled to select the nationally recognized investment banking firm to serve as the lead Underwriter and, if additional underwriters are reasonably necessary or desirable, the Company shall select any additional Underwriters.

Shelf and Demand Registrations. If requested by the underwriters for any Underwritten Offering requested by Sponsor Demand Holders of Registrable Securities pursuant to a Registration under Section 6.1 2.1 or Section 6.22.2, the Issuer Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Sponsor Demand Holder that has requested such Underwritten Offering Company, the Demanding Investor and the underwriters, and to contain such representations and warranties by the Issuer Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 6.92.9. The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with such Sponsor Demand Holder the Company in the negotiation of the underwriting agreement and such Sponsor Demand Holder shall give consideration to the reasonable suggestions of the Issuer Company regarding the form thereof. All Such Holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Issuer Company to and for the benefit of such Holders of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings similar to the applicable Underwritten Offering and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Holders of Registrable Securities. Any such Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Issuer Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s 's title to the Registrable Securities, such Holder’s 's intended method of distribution and any other representations that are customary in secondary underwritten public offerings or that are required to be made by the such Holder under applicable law, and the aggregate amount of the liability of such Holder shall not exceed such Holder’s 's net proceeds from such Underwritten Offering.

Shelf and Demand Registrations. If requested by the underwriters for any Underwritten Offering requested by Sponsor Demand Holders of Registrable Securities pursuant to a Registration under Section 6.1 2.1 or Section 6.22.2, the Issuer Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Sponsor Demand Holder that has requested such Underwritten Offering Company, each of TPG and JPMP, and the underwriters, and to contain such representations and warranties by the Issuer Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 6.92.9; provided that in the event the Registrable Securities of either of the TPG Group or the JPMP Group included in such Underwritten Offering are less than 50% of the Registrable Securities of the other group included in such Underwritten Offering, then the agreement of the Person whose group holds such lesser amount of Registrable Securities included in such Underwritten Offering, shall not be required under this Section 2.6(a). The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with such Sponsor Demand Holder the Company in the negotiation of the underwriting agreement and such Sponsor Demand Holder shall give consideration to the reasonable suggestions of the Issuer Company regarding the form thereof. All Such Holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Issuer Company to and for the benefit of such Holders of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings similar to the applicable Underwritten Offering and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Holders of Registrable Securities. Any such Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Issuer Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other representations required to be made by the such Holder under applicable law, and the aggregate amount of the liability of such Holder shall not exceed such Holder’s net proceeds from such Underwritten Offering.

Shelf and Demand Registrations. If requested by the underwriters for any Underwritten Offering requested by Sponsor Demand Holders of Registrable Securities pursuant to a Registration under Section 6.1 5.1 or Section 6.25.2, the Issuer Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Sponsor Demand Holder that has requested Company, Holders of a majority of the Registrable Securities to be included in such Underwritten Offering underwriting, and the underwriters, and to contain such representations and warranties by the Issuer Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 6.95.9. The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with such Sponsor Demand Holder the Company in the negotiation of the underwriting agreement and such Sponsor Demand Holder shall give consideration to the reasonable suggestions of the Issuer Company regarding the form thereof. All Such Holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Issuer Company to and for the benefit of such Holders of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings similar to the applicable Underwritten Offering and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Holders of Registrable Securities. Any such Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Issuer Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other representations required to be made by the Holder under applicable law, and the aggregate amount of the liability of such Holder shall not exceed such Holder’s net proceeds from such Underwritten Offering.

Shelf and Demand Registrations. If requested by the underwriters for any Underwritten Offering requested by Sponsor Demand Holders holders of Registrable Securities pursuant to a Registration under Section 6.1 2.1 or under Section 6.22.2, the Issuer Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Sponsor Demand Holder that has requested Company, holders of a majority of the Registrable Securities to be included in such Underwritten Offering underwriting, and the underwriters, and to contain such representations and warranties by the Issuer Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 6.92.9. The Holders holders of the Registrable Securities proposed to be distributed by such underwriters shall will cooperate with such Sponsor Demand Holder the Company in the negotiation of the underwriting agreement and such Sponsor Demand Holder shall will give consideration to the reasonable suggestions of the Issuer Company regarding the form thereof. All Holders Such holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Issuer Company to and for the benefit of such Holders holders of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings similar to the applicable Underwritten Offering and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Holders holders of Registrable Securities. Any such Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Issuer Company or the underwriters other than representations, warranties or agreements regarding such Holderholder, such Holder’s title to the holder's Registrable Securities, such Holder’s holder's intended method of distribution and any other representations required to be made by the Holder under applicable law, and the aggregate amount of the liability of such Holder shall not exceed such Holder’s net proceeds from such Underwritten Offering.