Common use of Shelf Notice Clause in Contracts

Shelf Notice. Promptly upon receipt of any request by a Demand Right Holder or Demand Right Holders to file a Shelf Registration Statement or any request by a Demand Right Holder to increase the number of its Registrable Securities registered on such Shelf Registration Statement pursuant to Section 2.02(a) (but in no event more than five (5) Business Days thereafter), the Partnership shall deliver a written notice (a “Shelf Notice”) of any such request to all other Holders specifying the Demand Shelf Registration Amount and the Pro Ration Percentage and the Partnership shall include in such registration the number of Registrable Securities with respect to which the Partnership has received written requests for inclusion therein within ten (10) Business Days after the date that the Shelf Notice has been delivered; provided, that no such Holder may request the inclusion in such Registration a percentage of such Holder’s Registrable Securities in excess of the Pro Ration Percentage. For purposes of this Section 2.02(c), the “Pro Ration Percentage” means, as of the date of determination with respect to any particular Shelf Registration, the percentage determined by multiplying (i) 100 by (ii) a fraction, the numerator of which is the Demand Shelf Registration Amount in effect as of such date with respect to such Shelf Registration and the denominator of which is the aggregate number of Registrable Securities beneficially owned by the Demand Right Holders and their Affiliates as of such date.

Shelf Notice. Promptly upon receipt of any request by a Demand Right Holder Sponsor (or Demand Right Holders both Sponsors if required by Section 2.02(a)) to file a Shelf Registration Statement or any request by a Demand Right Holder Sponsor to increase the number of its Registrable Securities registered on such Shelf Registration Statement pursuant to Section 2.02(a) (but in no event more than five (5) Business Days thereafter)and the determination of the applicable Sponsor Shelf Registration Amount, the Partnership Company shall deliver a written notice (a “Shelf Notice”) of any such request to all other non-Sponsor Holders specifying the Demand Sponsor Shelf Registration Amount and the Pro Ration Percentage (as defined below) and the Partnership Company shall include in such registration the number of Registrable Securities with respect to which the Partnership Company has received written requests for inclusion therein within ten (10) Business Days after the date that the Shelf Notice has been delivered; provided, that no such non-Sponsor Holder may request the inclusion in such Registration a percentage of such Holder’s Registrable Securities in excess of the Pro Ration Percentage. For purposes of this Section 2.02(c), the “Pro Ration Percentage” means, as of the date of determination with respect to any particular Shelf Registration, the percentage determined by multiplying (i) 100 by (ii) a fraction, the numerator of which is the Demand Sponsor Shelf Registration Amount in effect as of such date with respect to such Shelf Registration and the denominator of which is the aggregate number of Registrable Securities beneficially owned by the Demand Right Holders requesting Sponsors and their Affiliates as of such date.

Shelf Notice. Promptly upon receipt of any request by a Demand Right Holder Majority Stockholder (or Demand Right Holders both Majority Stockholders if required by the applicable agreements between the Majority Stockholders and the Company) to file a Shelf Registration Statement or any request by a Demand Right Holder Majority Stockholder to increase the number of its Registrable Securities registered on such Shelf Registration Statement pursuant to Section 2.02(a) (but in no event more than five (5) Business Days thereafter)and the determination of the applicable Majority Stockholder Shelf Registration Amount, the Partnership Company shall deliver a written notice (a “Shelf Notice”) of any such request to all other Holders specifying the Demand Majority Stockholder Shelf Registration Amount and the Pro Ration Percentage (as defined below) and the Partnership Company shall include in such registration the number of Registrable Securities with respect to which the Partnership Company has received written requests for inclusion therein within ten (10) Business Days after the date that the Shelf Notice has been delivered; provided, that no such Holder may request the inclusion in such Registration a percentage of such Holder’s Registrable Securities in excess of the Pro Ration Percentage. For purposes of this Section 2.02(c2.02(a), the “Pro Ration Percentage” means, as of the date of determination with respect to any particular Shelf Registration, the percentage determined by multiplying (i) 100 by (ii) a fraction, the numerator of which is the Demand Majority Stockholder Shelf Registration Amount in effect as of such date with respect to such Shelf Registration and the denominator of which is the aggregate number of Registrable Securities beneficially owned by the Demand Right Holders Majority Stockholders and their Affiliates as of such date.