Common use of Underwritten Offering pursuant to Demand Registration Clause in Contracts

Underwritten Offering pursuant to Demand Registration. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration, or a portion thereof, shall be in the form of an Underwritten Offering; provided, however, that the aggregate offering price for any such Underwritten Offering may not be less than $25,000,000, unless the Company is eligible to register such shares of Common Stock on Form S-3, or subsequent similar form, in a manner which does not require inclusion of any information concerning the Company other than to incorporate by reference (including forward incorporation by reference) its filings under the Exchange Act, in which case the aggregate offering price for any such Underwritten Offering may not be less than $10,000,000. All such Demanding Holders proposing to distribute their Registrable Securities through such Underwritten Offering under this Section 2.1.3 shall, at the time of any such Underwritten Offering, enter into an underwriting agreement in customary form with the Underwriter(s) selected by a majority-in-interest of the Demanding Holders; provided, however, that such Underwriter(s) is reasonably satisfactory to the Company; provided, further, that any obligation of any such Investor to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint, among such Investors selling Registrable Securities, and such liability shall be limited to the net amount received by any such Investor from the sale of his, her or its Registrable Securities pursuant to such Underwritten Offering, and the relative liability of each such Investor shall be in proportion to such net amounts.

Underwritten Offering pursuant to Demand Registration. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration, or a portion thereof, shall be in the form of an Underwritten Offering; provided, however, that the aggregate offering price for any such Underwritten Offering may not be less than $25,000,000, unless the Company is eligible to register such shares of Common Stock on Form S-3, or subsequent similar form, in a manner which does not require inclusion of any information concerning the Company other than to incorporate by reference (including forward incorporation by reference) its filings under the Exchange Act, in which case the aggregate offering price for any such Underwritten Offering may not be less than $10,000,000. All such Demanding Holders proposing to distribute their Registrable Securities through such Underwritten Offering under this Section 2.1.3 shall, at the time of any such Underwritten Offering, enter into an underwriting agreement in customary form with the Underwriter(s) selected by a majority-in-interest of the Demanding Holders; Holder (provided, however, that such Underwriter(s) is reasonably satisfactory to the Company); provided, further, that any obligation of any such Investor to indemnify any Person pursuant to any such underwriting agreement shall be several, not jointjoint and several, among such Investors selling Registrable Securities, and such liability shall be limited to the net amount received by any such Investor from the sale of his, her or its Registrable Securities pursuant to such Underwritten Offering, and the relative liability of each such Investor shall be in proportion to such net amounts).

Underwritten Offering pursuant to Demand Registration. If a majority-in-interest Subject to the provisions of subsection 2.1.7 and Section 2.3 hereof, the Demanding Holders so elect and such holders so Holder(s) may advise the Company as part of their written demand for a Demand Registration, Registration that the offering of such the Registrable Securities pursuant to such Demand Registration, or a portion thereof, shall may be in the form of an Underwritten Offering; provided, however, that the aggregate offering price for any such Underwritten Offering may not be less than $25,000,00025,000,000.00, unless the Company is eligible to register such shares of Common Stock on a Form S-3, or subsequent similar form, in a manner which does not require inclusion of any information concerning the Company other than to incorporate by reference (including forward incorporation by reference) its filings under the Exchange Act, in which case the aggregate offering price for any such Underwritten Offering may not be less than $10,000,0005,000,000.00. All such Demanding Holders and Requesting Holders (if any) proposing to distribute their Registrable Securities through such an Underwritten Offering under this Section 2.1.3 subsection 2.1.6 shall, at the time of any such Underwritten Offering, enter into an underwriting agreement in customary form with the Underwriter(s) selected by a majority-in-interest of the Demanding Holders; Holder (provided, however, that such Underwriter(s) is reasonably satisfactory to the CompanyCompany and JFL (but only to the extent that JFL is participating in such Underwritten Offering); provided, further, further that any obligation of any such Investor Holder to indemnify any Person pursuant to any such underwriting agreement shall be several, not jointjoint and several, among such Investors Holders selling Registrable Securities, and such liability shall be limited to the net amount received by any such Investor Holder from the sale of his, her or its Registrable Securities pursuant to such Underwritten Offering, and the relative liability of each such Investor Holder shall be in proportion to such net amounts).

Underwritten Offering pursuant to Demand Registration. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration, or a portion thereof, shall be in the form of an Underwritten Offering; provided, however, that the aggregate offering price for any such Underwritten Offering may not be less than $25,000,000, unless the Company is eligible to register such shares of Common Stock on Form S-3, or subsequent similar form, in a manner which does not require inclusion of any information concerning the Company other than to incorporate by reference (including forward incorporation by reference) its filings under the Exchange Act, in which case the aggregate offering price for any such Underwritten Offering may not be less than $10,000,000. All such Demanding Holders proposing to distribute their Registrable Securities through such Underwritten Offering under this Section 2.1.3 shall, at the time of any such Underwritten Offering, enter into an underwriting agreement in customary form with the Underwriter(s) selected by a majority-in-interest of the Demanding Holders; Holder (provided, however, that such Underwriter(s) is reasonably satisfactory to the CompanyCompany and RT-Icon (but only to the extent that RT-Icon is participating in such Underwritten Offering); provided, further, that any obligation of any such Investor to indemnify any Person pursuant to any such underwriting agreement shall be several, not jointjoint and several, among such Investors selling Registrable Securities, and such liability shall be limited to the net amount received by any such Investor from the sale of his, her or its Registrable Securities pursuant to such Underwritten Offering, and the relative liability of each such Investor shall be in proportion to such net amounts).

Underwritten Offering pursuant to Demand Registration. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company Pubco as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration, or a portion thereof, shall be in the form of an Underwritten Offering; provided, however, that the aggregate offering price for any such Underwritten Offering may not be less than $25,000,000, unless the Company Pubco is eligible to register such shares of Common Stock Pubco Ordinary Shares on Form S-3F-3, or subsequent similar form, in a manner which does not require inclusion of any information concerning the Company Pubco other than to incorporate by reference (including forward incorporation by reference) its filings under the Exchange Act, in which case the aggregate offering price for any such Underwritten Offering may not be less than $10,000,000. All such Demanding Holders proposing to distribute their Registrable Securities through such Underwritten Offering under this Section 2.1.3 shall, at the time of any such Underwritten Offering, enter into an underwriting agreement in customary form with the Underwriter(s) selected by a majority-in-interest of the Demanding Holders; provided, however, that such Underwriter(s) is reasonably satisfactory to the CompanyPubco; provided, further, that any obligation of any such Investor to indemnify any Person pursuant to any such underwriting agreement shall be several, not joint, among such Investors selling Registrable Securities, and such liability shall be limited to the net amount received by any such Investor from the sale of his, her or its Registrable Securities pursuant to such Underwritten Offering, and the relative liability of each such Investor shall be in proportion to such net amounts.

Underwritten Offering pursuant to Demand Registration. If a majority-in-interest Subject to the provisions of subsection 2.1.7 and Section 2.3 hereof, the Demanding Holders so elect and such holders so Holder(s) may advise the Company as part of their written demand for a Demand Registration, Registration that the offering of such the Registrable Securities pursuant to such Demand Registration, or a portion thereof, shall may be in the form of an Underwritten Offering; Offering provided, however, that the aggregate offering price for any such Underwritten Offering may not be less than $25,000,00025,000,000.00, unless the Company is eligible to register such shares of Common Stock on a Form S-3, or subsequent similar form, in a manner which does not require inclusion of any information concerning the Company other than to incorporate by reference (including forward incorporation by reference) its filings under the Exchange Act, in which case the aggregate offering price for any such Underwritten Offering may not be less than $10,000,0005,000,000.00. All such Demanding Holders and Requesting Holders (if any) proposing to distribute their Registrable Securities through such an Underwritten Offering under this Section 2.1.3 subsection 2.1.6 shall, at the time of any such Underwritten Offering, enter into an underwriting agreement in customary form with the Underwriter(s) selected by a majority-in-interest of the Demanding Holders; Holder (provided, however, that such Underwriter(s) is reasonably satisfactory to the Company); provided, further, further that any obligation of any such Investor Holder to indemnify any Person pursuant to any such underwriting agreement shall be several, not jointjoint and several, among such Investors Holders selling Registrable Securities, and such liability shall be limited to the net amount received by any such Investor Holder from the sale of his, her or its Registrable Securities pursuant to such Underwritten Offering, and the relative liability of each such Investor Holder shall be in proportion to such net amounts.

Underwritten Offering pursuant to Demand Registration. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration, or a portion thereof, shall be in the form of an Underwritten Offering; provided, however, that the aggregate offering price for any such Underwritten Offering may not be less than $25,000,000, unless the Company is eligible to register such shares of Common Stock on Form F-3/S-3, or subsequent similar form, in a manner which does not require inclusion of any information concerning the Company other than to incorporate by reference (including forward incorporation by reference) its filings under the Exchange Act, in which case the aggregate offering price for any such Underwritten Offering may not be less than $10,000,000. All such Demanding Holders proposing to distribute their Registrable Securities through such Underwritten Offering under this Section 2.1.3 shall, at the time of any such Underwritten Offering, enter into an underwriting agreement in customary form with the Underwriter(s) selected by a majority-in-interest of the Demanding Holders; Holder (provided, however, that such Underwriter(s) is reasonably satisfactory to the Company); provided, further, that any obligation of any such Investor to indemnify any Person pursuant to any such underwriting agreement shall be several, not jointjoint and several, among such Investors selling Registrable Securities, and such liability shall be limited to the net amount received by any such Investor from the sale of his, her or its Registrable Securities pursuant to such Underwritten Offering, and the relative liability of each such Investor shall be in proportion to such net amounts).

Underwritten Offering pursuant to Demand Registration. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration, or a portion thereof, shall be in the form of an Underwritten Offering; provided, however, that the aggregate offering price for any such Underwritten Offering may not be less than $25,000,000, unless the Company is eligible to register such shares of Common Stock on Form S-3, or subsequent similar form, in a manner which does not require inclusion of any information concerning the Company other than to incorporate by reference (including forward incorporation by reference) its filings under the Exchange Act, in which case the aggregate offering price for any such Underwritten Offering may not be less than $10,000,000. All such Demanding Holders proposing to distribute their Registrable Securities through such Underwritten Offering under this Section 2.1.3 shall, at the time of any such Underwritten Offering, enter into an underwriting agreement in customary form with the Underwriter(s) selected by a majority-in-interest of the Demanding Holders; provided, however, that such Underwriter(s) is reasonably satisfactory to the CompanyDemanding; provided, further, that any obligation of any such Investor to indemnify any Person pursuant to any such underwriting agreement shall be several, not jointjoint and several, among such Investors selling Registrable Securities, and such liability shall be limited to the net amount received by any such Investor from the sale of his, her or its Registrable Securities pursuant to such Underwritten Offering, and the relative liability of each such Investor shall be in proportion to such net amounts).

Underwritten Offering pursuant to Demand Registration. If a majority-in-interest Subject to the provisions of subsection 2.1.7 and Section 2.3 hereof, the Demanding Holders so elect and such holders so Holder(s) may advise the Company as part of their written demand for a Demand Registration, Registration that the offering of such the Registrable Securities pursuant to such Demand Registration, or a portion thereof, shall may be in the form of an Underwritten Offering; Offering provided, however, that the aggregate offering price for any such Underwritten Offering may not be less than $25,000,00025,000,000.00, unless the Company is eligible to register such shares of Common Stock on a Form S-3, or subsequent similar form, in a manner which does not require inclusion of any information concerning the Company other than to incorporate by reference (including forward incorporation by reference) its filings under the Exchange Act, in which case the aggregate offering price for any such Underwritten Offering may not be less than $10,000,0005,000,000.00. All such Demanding Holders and Requesting Holders (if any) proposing to distribute their Registrable Securities through such an Underwritten Offering under this Section 2.1.3 subsection 2.1.6 shall, at the time of any such Underwritten Offering, enter into an underwriting agreement in customary form with the Underwriter(s) selected by a majority-in-interest of the Demanding Holders; Holder (provided, however, that such Underwriter(s) is reasonably satisfactory to the CompanyCompany and JFL Seller (but only to the extent that JFL Seller is participating in such Underwritten Offering); provided, further, further that any obligation of any such Investor Holder to indemnify any Person pursuant to any such underwriting agreement shall be several, not jointjoint and several, among such Investors Holders selling Registrable Securities, and such liability shall be limited to the net amount received by any such Investor Holder from the sale of his, her or its Registrable Securities pursuant to such Underwritten Offering, and the relative liability of each such Investor Holder shall be in proportion to such net amounts).

Underwritten Offering pursuant to Demand Registration. If a majority-in-interest Subject to the provisions of subsection 2.1.7 and Section 2.3 hereof, the Demanding Holders so elect and such holders so Holder(s) may advise the Company as part of their written demand for a Demand Registration, Registration that the offering of such the Registrable Securities pursuant to such Demand Registration, or a portion thereof, shall may be in the form of an Underwritten Offering; Offering provided, however, that the aggregate offering price for any such Underwritten Offering may not be less than $25,000,00025,000,000.00, unless the Company is eligible to register such shares of Common Stock on a Form S-3, or subsequent similar form, in a manner which does not require inclusion of any information concerning the Company other than to incorporate by reference (including forward incorporation by reference) its filings under the Exchange Act, in which case the aggregate offering price for any such Underwritten Offering may not be less than $10,000,0005,000,000.00 (which minimum aggregate offering prices shall not apply to Main Street or Prudential). All such Demanding Holders and Requesting Holders (if any) proposing to distribute their Registrable Securities through such an Underwritten Offering under this Section 2.1.3 subsection 2.1.6 shall, at the time of any such Underwritten Offering, enter into an underwriting agreement in customary form with the Underwriter(s) selected by a majority-in-interest of the Demanding Holders; Holder (provided, however, that such Underwriter(s) is reasonably satisfactory to the Company); provided, further, further that any obligation of any such Investor Holder to indemnify any Person pursuant to any such underwriting agreement shall be several, not jointjoint and several, among such Investors Holders selling Registrable Securities, and such liability shall be limited to the net amount received by any such Investor Holder from the sale of his, her or its Registrable Securities pursuant to such Underwritten Offering, and the relative liability of each such Investor Holder shall be in proportion to such net amounts.