Common use of Shelf Registration not Impacted by IPO Registration Statement Clause in Contracts

Shelf Registration not Impacted by IPO Registration Statement. The Company’s obligation to file the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of the IPO Registration Statement. In addition, the Company’s obligation to file and use its commercially reasonable efforts to cause to become and keep effective, except as provided in Section 8 hereof, the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of an IPO Registration Statement; provided, however, if the Company files or submits to the SEC an IPO Registration Statement before the effective date of the Shelf Registration Statement and the Company has used and is using commercially reasonable efforts to pursue the completion of such initial public offering, the Company shall have the right to defer causing the Commission to declare such Shelf Registration Statement effective until up to 60 days after the closing date of its initial public offering pursuant to the IPO Registration Statement so long as such closing date occurs on or before August 15, 2017. Notwithstanding any other provision in this Agreement to the contrary, if the Company files or submits to the SEC an IPO Registration Statement before the effective date of the Shelf Registration Statement and the deadline for causing such Shelf Registration Statement to go effective is after the 60 day period beginning on the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement, the Company shall cause the Shelf Registration Statement to be declared effective no later than 60 days after the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement; provided, however, that if all Registrable Shares have been registered for resale and sold pursuant to the IPO Registration Statement, the Company shall have no obligation to cause the Shelf Registration Statement to be declared effective.

Shelf Registration not Impacted by IPO Registration Statement. The Company’s obligation to file the a Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of the IPO Registration Statement. In addition, the Company’s obligation to file and use its commercially reasonable efforts to cause to become and keep effective, except as provided in Section 8 hereof, the effective a Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of an the IPO Registration Statement; provided, however, that if the Company files or submits to the SEC an IPO Registration Statement before the filing or effective date of the a Shelf Registration Statement and the Company has used and is using commercially reasonable efforts to pursue the completion of such initial public offering, the Company shall have the right to defer causing the Commission to declare such Shelf Registration Statement being declared effective by the Commission until up to 60 sixty (60) days after the closing date of its initial public offering pursuant to the IPO Registration Statement so long as Statement; provided, further, that such closing date occurs on or before August 15February 19, 20172015. Notwithstanding any other provision in this Agreement to the contrary, if the Company files or submits to the SEC an IPO Registration Statement before the effective date of the a Shelf Registration Statement and the deadline for causing such Shelf Registration Statement to go be effective is after the 60 sixty (60) day period beginning on immediately following the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement, the Company shall cause the such Shelf Registration Statement to be declared effective no later than 60 sixty (60) days after the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement; provided, however, that if all Registrable Shares have been registered for resale and sold pursuant . Notwithstanding any other provision in this Agreement to the IPO Registration Statementcontrary, nothing in this Section 2(b)(iv) shall affect the Company shall have no Company’s obligation to cause the Shelf Registration Statement to be declared effectivehold a Special Election Meeting as provided in Section 3 hereof.

Shelf Registration not Impacted by IPO Registration Statement. The Company’s obligation to file the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of the IPO Registration Statement. In addition, the Company’s obligation to file and use its commercially reasonable efforts to cause to become and keep effective, except as provided in Section 8 hereof, effective the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of an IPO Registration Statement; provided, however, if the Company files or submits to the SEC Commission an IPO Registration Statement before the effective date of the Shelf Registration Statement and the Company has used and is using commercially reasonable efforts to pursue the completion of such initial public offering, the Company shall have the right to defer causing the Commission to declare such Shelf Registration Statement effective until up to 60 days after the closing date of its initial public offering pursuant to the IPO Registration Statement so long as such closing date occurs on or before August 15December 31, 2017. Notwithstanding any other provision in this Agreement to the contrary, if the Company files or submits to the SEC Commission an IPO Registration Statement before the effective date of the Shelf Registration Statement and the deadline for causing such Shelf Registration Statement to go effective is after the 60 day period beginning on the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement, the Company shall cause the Shelf Registration Statement to be declared effective no later than 60 days after the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement; provided, however, that if all Registrable Shares have been registered for resale and sold pursuant . Notwithstanding any provision to the IPO Registration Statementcontrary in this Agreement, any amendment to this Section 2(b) shall be valid only if declared advisable by the board of directors of the Company shall have no obligation to cause (the Shelf Registration Statement to be declared effective“Board of Directors”) and approved by the affirmative vote of the stockholders of at least two thirds of the outstanding Class A-1 Shares.

Shelf Registration not Impacted by IPO Registration Statement. The Company’s obligation to confidentially submit or file the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of the IPO Registration Statement. In addition, the Company’s obligation to file and use its commercially reasonable efforts to cause to become and keep effective, except as provided in Section 8 hereof, the Shelf Registration Statement to be declared effective by the Commission pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of an IPO Registration Statement; provided, however, if the Company files or submits to the SEC an IPO Registration Statement before the effective date of the Shelf Registration Statement and the Company has used and is using continuing to use commercially reasonable efforts to pursue the completion of such initial public offering, the Company shall have the right to defer causing the Commission to declare such Shelf Registration Statement effective until up to 60 days after the closing date of its initial public offering pursuant to the IPO Registration Statement so long as such closing date occurs on or before August 15, 2017the first anniversary of the Closing Date. Notwithstanding any other provision in this Agreement to the contrary, if the Company files or submits to the SEC an IPO Registration Statement before the effective date of the Shelf Registration Statement Statement, and the deadline for causing such Shelf Registration Statement to go effective is after the 60 day period beginning on the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement, the Company shall cause the Shelf Registration Statement to be declared effective no later than 60 days after the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement; provided, however, that if all Registrable Shares have been registered for resale and sold . If the Company completes an initial public offering of its Common Stock pursuant to the an IPO Registration Statement, the Company shall have no obligation to cause agrees that it will, upon the effectiveness of the Shelf Registration Statement Statement, cause the Registrable Shares to be listed on the same National Securities Exchange on which the Common Stock was listed in connection with its initial public offering. Notwithstanding any provision to the contrary in this Agreement, any amendment to this Section 2(b) of this Agreement shall be valid only if declared effectiveadvisable by the Board of Directors and approved by the affirmative vote of the common stockholders required to alter, amend or repeal Article X of the Company’s Charter.

Shelf Registration not Impacted by IPO Registration Statement. The Company’s obligation to file the a Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of the IPO Registration Statement. In addition, the Company’s obligation to file and use its commercially reasonable efforts to cause to become and keep effective, except as provided in Section 8 hereof, the effective a Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of an the IPO Registration Statement; provided, however, that if the Company files or submits to the SEC an IPO Registration Statement before the filing or effective date of the a Shelf Registration Statement and the Company has used and is using commercially reasonable efforts to pursue the completion of such initial public offering, the Company shall have the right to defer causing the Commission to declare such Shelf Registration Statement being declared effective by the Commission until up to 60 sixty (60) days after the closing date of its initial public offering pursuant to the IPO Registration Statement; provided, further, that if such initial public offering is not completed within one (1) year following the Closing Date, the Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement so long to be declared effective as such closing date occurs on or before August 15soon as practicable thereafter, 2017but in no event later than sixty (60) days following the one (1) year anniversary of the Closing Date. Notwithstanding any other provision in this Agreement to the contrary, if the Company files or submits to the SEC an IPO Registration Statement before the effective date of the a Shelf Registration Statement and the deadline for causing such Shelf Registration Statement to go be effective is after the 60 sixty (60) day period beginning on immediately following the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement, the Company shall cause the such Shelf Registration Statement to be declared effective no later than 60 sixty (60) days after the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement; provided, however, that if all Registrable Shares have been registered for resale and sold pursuant . Notwithstanding any other provision in this Agreement to the IPO Registration Statementcontrary, nothing in this Section 2(b)(iv) shall affect the Company shall have no Company’s obligation to cause the Shelf Registration Statement to be declared effectivehold a Special Election Meeting as provided in Section 3 hereof.

Shelf Registration not Impacted by IPO Registration Statement. The Company’s obligation to file include the Registrable Shares in the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of the IPO Registration Statement, except with respect to any Registrable Shares that are actually sold pursuant to the IPO Registration Statement. In addition, the Company’s obligation to file and use its commercially reasonable efforts to cause to become and keep effective, except as provided in Section 8 hereof, effective the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of an IPO Registration Statement; provided, however, if the Company files or submits with respect to the SEC an IPO Registration Statement before the effective date of the Shelf Registration Statement and Statement, if the Company has used and is using commercially reasonable efforts to pursue the completion of such initial public offeringoffering before the effectiveness of the Shelf Registration Statement, the Company shall have the right to defer causing the Commission to declare such Shelf Registration Statement effective until up to 60 days after the closing date of its initial public offering pursuant to the IPO Registration Statement; provided, further, that if such initial public offering is not completed by July 8, 2015, the Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement so long to be declared effective as such closing date occurs on or before August 15soon as practicable thereafter, 2017but in no event later than sixty (60) days following July 8, 2015. Notwithstanding any other provision in this Agreement to the contrary, if the Company files or submits to the SEC an IPO Registration Statement before the effective date of the Shelf Registration Statement and the deadline for causing such Shelf Registration Statement to go effective is after the 60 day period beginning on the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement, the Company shall cause the Shelf Registration Statement to be declared effective no later than 60 days after the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement; provided, however, that if all Registrable Shares have been registered for resale and sold pursuant . Notwithstanding any other provision in this Agreement to the IPO Registration Statementcontrary, nothing in this Section 2(b)(iii) shall affect the Company shall have no Company’s obligation to cause the Shelf Registration Statement to be declared effectivehold a Special Election Meeting as provided in Section 3 hereof.

Shelf Registration not Impacted by IPO Registration Statement. The Company’s obligation to file the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of the IPO Registration Statement. In addition, the Company’s obligation to file and use its commercially reasonable efforts to cause to become and keep effective, except as provided in Section 8 9 hereof, the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of an IPO Registration Statement; provided, however, if the Company files or submits to the SEC an IPO Registration Statement before the effective date of the Shelf Registration Statement and the Company has used and is using commercially reasonable efforts to pursue the completion of such initial public offering, the Company shall have the right to defer causing the Commission to declare such Shelf Registration Statement effective until up to 60 days after the closing date of its initial public offering pursuant to the IPO Registration Statement so long as such closing date occurs on or before August 15December 20, 20172016. Notwithstanding any other provision in this Agreement to the contrary, if the Company files or submits to the SEC an IPO Registration Statement before the effective date of the Shelf Registration Statement and the deadline for causing such Shelf Registration Statement to go effective is after the 60 day period beginning on the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement, the Company shall cause the Shelf Registration Statement to be declared effective no later than 60 days after the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement; provided, however, that if all Registrable Shares have been registered for resale and sold pursuant to the IPO Registration Statement, the Company shall have no obligation to cause the Shelf Registration Statement to be declared effective.

Shelf Registration not Impacted by IPO Registration Statement. The Company’s obligation to file the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of the IPO Registration Statement. In addition, the Company’s obligation to file and use its commercially reasonable efforts to cause to become and keep effective, except as provided in Section 8 hereof, effective the Shelf Registration Statement pursuant to Section 2(a) hereof shall not be affected by the filing or effectiveness of an IPO Registration Statement; provided, however, if the Company files or submits to the SEC an IPO Registration Statement before the effective date of the Shelf Registration Statement and the Company has used and is using commercially reasonable efforts to pursue the completion of such initial public offering, the Company shall have the right to defer causing the Commission to declare such Shelf Registration Statement effective until up to 60 days after the closing date of its initial public offering pursuant to the IPO Registration Statement; provided, further, that if such initial public offering is not completed within one (1) year following the Closing Date, the Company shall use its commercially reasonable efforts to cause such Shelf Registration Statement so long to be declared effective as such closing date occurs on or before August 15soon as practicable thereafter, 2017but in no event later than sixty (60) days following the one (1) year anniversary of the Closing Date. Notwithstanding any other provision in this Agreement to the contrary, if the Company files or submits to the SEC an IPO Registration Statement before the effective date of the Shelf Registration Statement and the deadline for causing such Shelf Registration Statement to go effective is after the 60 day period beginning on the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement, the Company shall cause the Shelf Registration Statement to be declared effective no later than 60 days after the closing date of the Company’s initial public offering pursuant to the IPO Registration Statement; provided, however, that if all Registrable Shares have been registered for resale and sold pursuant . Notwithstanding any other provision in this Agreement to the IPO Registration Statementcontrary, nothing in this Section 2(b)(iii) shall affect the Company shall have no Company’s obligation to cause the Shelf Registration Statement to be declared effectivehold a Special Election Meeting as provided in Section 3 hereof.