Common use of Subsequent Registrations Clause in Contracts

Subsequent Registrations. Upon the written request (a “Registration Request”) of any Participating Affiliate that purchases Registrable Securities after the effective date of a Registration Statement filed pursuant to Section 2.1, the Company shall use reasonable efforts to prepare and file with the Commission, no later than the Filing Date, a Registration Statement covering the resale of such Registrable Securities as would permit the sale and distribution of all such Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by any such Participating Affiliate. Each such Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that the Company shall use reasonable efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission). The Company shall use reasonable efforts to cause each Registration Statement filed by it pursuant to this Section 2.2 to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior to the Effectiveness Date, and, subject to Section 3.1(i) hereof, to keep such Registration Statement continuously effective under the Securities Act for the duration of the Effectiveness Period with respect to such Registration Statement. By 5:30 p.m., Eastern Time, on the Business Day following the effective date of each Registration Statement filed pursuant to this Section 2.2, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement.

Subsequent Registrations. Upon If for any reason the written request (a “Registration Request”) Commission does not permit all of any Participating Affiliate that purchases the Registrable Securities after to be included in the effective date of a Registration Statement initially filed pursuant to Section 2.12(a), then the Company shall use reasonable efforts to prepare and file with as soon as practicable after the Commissiondate on which the Commission shall indicate as being the first date or time that such filing may be made, no later than but in any event by the Filing DateDeadline, a an additional Registration Statement covering the resale of such the Registrable Securities as would permit the sale not already covered by an existing and distribution of all such Registrable Securities from time effective Registration Statement for an offering to time be made on a continuous basis pursuant to Rule 415 in (the manner reasonably requested by any such Participating Affiliate. Each such “Subsequent Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such formStatement”), provided that the number of Registrable Securities that the Company shall use reasonable efforts be required to maintain register on each Subsequent Registration Statement shall not exceed the effectiveness number of Registrable Securities the Commission allowed to be registered on the initial Registration Statement. If more than one Subsequent Registration Statement is required in order to cover the remaining unregistered Registrable Securities, the Company shall file such number of Subsequent Registration Statements as may be necessary to cover all of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission)Securities. The Company shall use reasonable best efforts to cause each such Registration Statement filed by it pursuant to this Section 2.2 to be declared effective under the Securities Act as promptly soon as practicable after the filing thereof but but, in any event on or prior event, shall cause the Registration Statement to be declared effective no later than the Subsequent Effectiveness DateDeadline, and, subject to Section 3.1(i) hereof, and shall use commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act for the duration of during the Effectiveness Period with respect to such Registration Statement. By 5:30 p.m., Eastern Time, on the Business Day following the effective date of each Registration Statement filed pursuant to this Section 2.2, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration StatementPeriod.

Subsequent Registrations. Upon After the Initial Registration Statement has been declared effective, the Company shall effect any additional registrations as provided in this Section 3. (a) If less than the full number of Securities are borrowed pursuant to the Initial Registration Statement, at any time during the period beginning after the date on which the Initial Registration Statement has been declared effective and ending on the last day of the Loan Availability Period and if requested by any Lenders, such Lenders shall have the right, solely in connection with a Confirmation that the Borrower intends to submit pursuant to the Master Securities Loan Agreement, to submit to the Company a written request pursuant to this Section 3 (a “Registration Request”) of any Participating Affiliate that purchases Registrable Securities after the effective date of Company file a Registration Statement filed pursuant under the Securities Act with respect to Section 2.1the Securities that such Lenders specify in the Registration Request. Following receipt of the Registration Request, the Company shall use its commercially reasonable efforts to prepare and as promptly as practicable file with the Commission, no later than the Filing Date, Commission a Registration Statement covering providing for the resale registration of such Registrable Securities as would permit the sale and distribution of all such Registrable Securities from time to time pursuant to Rule 415 (but in the manner reasonably requested by any such Participating Affiliate. Each such Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable no event more than 30 days following the availability of such form, provided that the Company shall use reasonable efforts to maintain the effectiveness date of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission)Request. The Company shall use its commercially reasonable efforts to cause each any such Registration Statement filed by it pursuant to this Section 2.2 to become or be declared effective under the Securities Act as promptly as practicable after following the filing thereof (but in any no event on or more than 120 days following the date of the Registration Request; provided that such 120-day period shall be tolled for each day at the conclusion of such 120-day period during which the Registration Statement may not be declared effective by the Commission as a result of the applicable provisions of Regulation S-X under the Exchange Act prior to the Effectiveness Date, and, subject to Section 3.1(ifiling of the Company’s Annual Report on Form 10-K with the Commission (a “Subsequent Registration Extension”). (b) hereof, The Company shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act for the duration of the Effectiveness Period with respect to such Registration Statement. By 5:30 p.m., Eastern Time, on the Business Day following the effective date of each any Registration Statement filed pursuant to this Section 2.23 effective, supplemented and amended as required by the Company shall file with Act, in order to permit the Prospectus forming part thereof to be usable by the Borrower from the date the Registration Statement is declared effective by the Commission in accordance with Rule 424 under until the earlier of (i) the date all of the Securities Act the final prospectus to be used in connection with sales registered pursuant to such Registration StatementStatement have been disposed of by the Borrower or (ii) the date the Lenders notify the Company that the disposition of the Securities pursuant to such Registration Statement has terminated. (c) The Company shall cause any such Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of such Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading.

Subsequent Registrations. Upon At any time after the written date that is six months after any Registration End Date, any Founder may request in writing (a “Registration Request”) of any Participating Affiliate that purchases the Company register its Registrable Securities (or, if such Registrable Securities have otherwise been registered by the Company pursuant to a resale shelf registration statement, such Registration Request shall request that the Company effect an underwritten shelf takedown with respect to such Registrable Securities) in accordance with the terms and conditions of this Section 3.1, which Registration Request shall be delivered to the Company and the Shareholder Representative and shall specify the number of shares of Registrable Securities to be disposed of by such Founder, subject to the limitations provided herein. The parties acknowledge and agree that the intended method of disposition of the Registrable Securities after the date of this Agreement is pursuant to one or more underwritten secondary follow-on offerings of such Registrable Securities to the extent that the number of Registrable Securities to be included in all Registration Requests as set forth below meets the requirements of a Minimum Demand Request. In the event that such Registration Requests do not meet the requirements of a Minimum Demand Request, then (unless it has already done so) the Company shall file a resale shelf registration statement for a secondary follow-on offering that is not underwritten with respect to such Registration Requests. Subject to Section 3.3(h), any sales made pursuant to a resale shelf registration statement filed by the Company under this Agreement shall only be pursuant to underwritten shelf takedowns or in block trades conducted through the Company. Within five Business Days after receipt of a Registration Request, the Shareholder Representative shall give written notice to all other Holders of the opportunity to include their Registrable Securities in the proposed registration (or underwritten shelf takedown). Within ten days after receipt of the Shareholder Representative’s notification, any such Holder may deliver a Registration Request to the Shareholder Representative (such Holder, together with all other Holders that have timely delivered Registration Requests, the “Requesting Holders”), which request shall specify the number of shares of Registrable Securities intended to be disposed of by such Holder, subject to the limitations provided herein. After the expiration of such ten-day period, the Shareholder Representative irrevocably shall request, on behalf of the Requesting Holders (a “Demand Request”), that the Company effect the registration under the Securities Act (or underwritten shelf takedown) of the number of Registrable Securities included in all such Registration Requests, subject to the limitations provided herein. Upon receipt of a Demand Request, the Company shall promptly use its reasonable best efforts to effect, as soon as reasonably possible, the registration under the Securities Act (or underwritten shelf takedown) of the Registrable Securities which the Company has been so requested by the Shareholder Representative, on behalf of the Requesting Holders, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of such Registrable Securities, subject to reduction as provided herein and to the limitations on Transfer of such Registrable Securities under Article IV. Notwithstanding anything to the contrary in this Agreement, (i) the Company shall not be required to file a registration statement (or effect an underwritten shelf takedown) relating to a Registration Request under this Section 3.1(b) (A) within a period of six months after the effective date of a Registration Statement any other registration statement filed pursuant to Section 2.1, (or the closing date of any underwritten shelf takedown made) by the Company under this Agreement or (B) at any time after the third anniversary of the Closing Date; and (ii) the Company shall use reasonable efforts only be obligated to prepare and file with the Commission, no later than the Filing Date, effect a Registration Statement covering the resale total of such Registrable Securities as would permit the sale and distribution of all such Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by any such Participating Affiliate. Each such Registration Statement shall be three registrations (or underwritten shelf takedowns) on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that the Company shall use reasonable efforts to maintain the effectiveness behalf of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the CommissionRequesting Holders under this Section 3.1(b). The Company shall use reasonable efforts to cause each Registration Statement filed by it A registration or underwritten shelf takedown requested pursuant to this Section 2.2 3.1(b) shall not be deemed to be declared have been effected unless the registration statement relating thereto has become effective under the Securities Act as promptly as practicable after the filing thereof but and has remained effective for a period of at least that specified in any event on or prior to the Effectiveness Date, and, subject to Section 3.1(i) hereof, to keep such Registration Statement continuously effective under the Securities Act for the duration of the Effectiveness Period with respect to such Registration Statement. By 5:30 p.m., Eastern Time, on the Business Day following the effective date of each Registration Statement filed pursuant to this Section 2.2, the Company shall file with the Commission in accordance with Rule 424 under the Securities Act the final prospectus to be used in connection with sales pursuant to such Registration Statement3.3(a)(ii).

Subsequent Registrations. Upon After the Initial Registration Statement has been declared effective, the Company shall effect additional registrations as provided in this Section 3. (a) If less than the full number of Securities is sold in an underwritten offering pursuant to the Initial Registration Statement, at any time during the period beginning after the date on which the Initial Registration Statement has been declared effective and ending on the last day of the Loan Availability Period, the Managing Underwriter, on behalf of the Borrower, shall have the right, solely in connection with a Borrowing Notice that the Borrower intends to submit, to submit to the Company a written request pursuant to this Section 3 (a “"Registration Request”") of any Participating Affiliate that purchases Registrable Securities after the effective date of Company file a Registration Statement filed pursuant under the Securities Act with respect to Section 2.1the Securities that Managing Underwriter specifies in the Registration Request (which shall not exceed the number of shares of Class A Common Stock to be specified in such Borrowing Request). Following receipt of the Registration Request, the Company shall use its commercially reasonable efforts to prepare and as promptly as practicable file with the Commission, no later than the Filing Date, Commission a Registration Statement covering providing for the resale of such Registrable Securities as would permit registration of, and the sale and distribution of all such Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by any such Participating Affiliate. Each such Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities on Form S-3, in which case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder and the Company shall undertake to register the Registrable Securities on Form S-3 as soon as practicable following the availability of such form, provided that the Company shall use reasonable efforts to maintain the effectiveness of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective by the Commission)Managing Underwriter in an underwritten public offering of, such Securities. The Company shall use its commercially reasonable efforts to cause each any such Registration Statement filed by it pursuant to this Section 2.2 to become or be declared effective under the Securities Act as promptly as practicable after following the filing thereof but thereof. (b) The Company may, in its sole discretion, elect to have any event registration pursuant to Section 3(a) effected pursuant to a "shelf" registration under Rule 415 of the Securities Act. (c) The total number of Registrations that the Managing Underwriter, on or prior behalf of the Borrower, shall collectively be entitled to request pursuant to this Section 3 shall not exceed four. For these purposes, if registration is effected pursuant to a "shelf" registration, each Borrowing Notice submitted by the Borrower pursuant to the Effectiveness Date, and, subject Share Lending Agreement shall count as a separate Registration Request as if made by the Managing Underwriter. In no event shall the Company be required pursuant to Section 3.1(ithis Agreement to register any securities other than the Securities. (d) hereof, The Company shall use its commercially reasonable efforts to keep such Registration Statement continuously effective under the Securities Act for the duration of the Effectiveness Period with respect to such Registration Statement. By 5:30 p.m., Eastern Time, on the Business Day following the effective date of each any Registration Statement filed pursuant to this Section 2.23 effective, supplemented and amended as required by the Act, in order to permit the Prospectus forming part thereof to be usable by the Managing Underwriter from the date the Registration Statement is declared effective by the Commission until the earlier of (i) the date all of the Securities registered pursuant to such Registration Statement have been sold by the Managing Underwriter, (ii) the date the Managing Underwriter notifies the Company that the offering of the Securities pursuant to such Registration Statement has terminated, or (iii) 30 days after the date such Registration Statement is declared effective. (e) The Company shall cause any such Registration Statement and the related Prospectus and any amendment or supplement thereto, as of the effective date of such Registration Statement or such amendment or supplement, (i) to comply in all material respects with the applicable requirements of the Act; and (ii) not to contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, in the light of the circumstances under which they were made) not misleading. (f) Immediately following effectiveness of any such Registration Statement, or at such later time as requested by the Managing Underwriter, the Company shall file execute the Underwriting Agreement. (g) The provisions of Section 4 hereof shall apply to any Registration Statement filed pursuant to this Section 3; provided, however, any reference to "reasonable best efforts" in Section 4 shall be replaced with the Commission in accordance with Rule 424 under the Securities Act the final prospectus phrase "commercially reasonable efforts" for purposes of applying Section 4 to be used in connection with sales any Registration Statement filed pursuant to such Registration Statementthis Section 3.

Subsequent Registrations. Upon In the written request (a “Registration Request”) of any Participating Affiliate that purchases Registrable Securities after event that, subsequent to its ------------------------ initial public offering as aforesaid and prior to the effective date of a Registration Statement filed pursuant to Section 2.1Expiration Date, the Company shall intends to register shares of its Common Stock under the Securities Act, on a registration form and pursuant to a plan of distribution that would reasonably permit inclusion of the Registrable Securities of the Holders (any such registration, a "Piggyback Registration"), the Company will promptly give to each of the Holders written notice thereof and use its reasonable efforts to prepare and file with the Commission, no later than the Filing Date, a Registration Statement covering the resale include in such registration all of such Registrable Securities as would permit the sale and distribution of all such Registrable Securities from time to time pursuant to Rule 415 in the manner reasonably requested by any such Participating Affiliate. Each such Registration Statement shall be on Form S-3 (except if the Company is not then eligible to register for resale the Registrable Securities that are specified in a written notice given to the Company by each such Holder within ten (10) business days after the date the notice is given by the Company, unless the Company reasonably determines that, or the managing underwriter or underwriters advise the Company that, a limitation on Form S-3, the total number of Registrable Securities to be included in which case such registration shall be on another appropriate form in accordance with the Securities Act and the rules promulgated thereunder and is advisable. In such case, the Company shall undertake will include in such registration such number of Registrable Securities, together with such number of shares of Common Stock as are proposed to register be sold by the Registrable Securities on Form S-3 as soon as practicable Company, allocated according to the following priorities: (1) first, the availability shares of such form, provided Common Stock that the Company shall use reasonable efforts proposes to maintain sell pursuant to such registration and (2) second, the effectiveness number of the Registration Statement then in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared effective that the Holders proposed to sell pursuant to such registration. As to each Holder, if a reduction is required, the allocation shall be made pro rata according to the number of Registrable Securities initially requested to be included therein by the Commission)Holders. The Company shall use reasonable efforts have full discretion to cause each Registration Statement filed by it delay or postpone or to place in abeyance any registration pursuant to this Section 2.2 to be declared effective under the Securities Act as promptly as practicable after the filing thereof but in any event on or prior to the Effectiveness Date, and, subject to Section 3.1(i) hereof, to keep such Registration Statement continuously effective under the Securities Act for the duration of the Effectiveness Period with respect to such Registration Statement. By 5:30 p.m., Eastern Time, on the Business Day following the effective date of each Registration Statement filed pursuant to this Section 2.2, Agreement if the Company shall file reasonably determines that it should not be made or continued because it would materially interfere with any financing, acquisition, corporate reorganization or merger or any other significant corporate transaction involving the Company, and the Holders agree to comply and cooperate with the Commission Company's decisions in accordance with Rule 424 under this regard, pending the Securities Act the final prospectus Company's determination to be used in connection with sales pursuant to resume such Registration Statementregistration.