Common use of Demand Withdrawal Clause in Contracts

Demand Withdrawal. A Demanding Holder and any other Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 3.1.3 may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Demand Registration and will not be obligated to participate in any Underwritten Public Offering prior to executing the underwriting agreement relating thereto. Upon receipt of a notice to such effect from a Demanding Holder (or if there is more than one Demanding Holder, from all such Demanding Holders) with respect to all of the Registrable Securities included by such Demanding Holder(s) in such Demand Registration, the Company shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement; provided that, for the avoidance of doubt, in the event of a request for a Demand Registration by more than one Demanding Holder, the Company shall continue all efforts to secure effectiveness of the applicable Demand Registration Statement with respect to the Registrable Securities requested to be included by each of the Holders that has not withdrawn its Registrable Securities. Notwithstanding any withdrawal by a Demanding Holder of Registrable Securities from a Demand Registration pursuant to this Section 3.1.4, the Demand Registration with respect to which the withdrawal was made shall be counted for purposes of the limit on Demand Registration Requests set forth in Section 3.1.2 unless (a) the Demanding Holders reimburse the Company for all expenses incurred in connection with the Demand Registration with respect to which the withdrawal was made, (b) the withdrawal is made as a result of an event that has had a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company or (c) the withdrawal is made in response to a Demand Suspension pursuant to Section 3.1.6.

Demand Withdrawal. A Demanding With respect to any registration requested pursuant to this Section 3.1, (i) the Initial Requesting Holder who submitted the underlying Registration Demand may withdraw such Registration Demand and (ii) any other Requesting Holder that has requested may withdraw its Registrable Securities be included in a Demand Registration pursuant to Section 3.1.3 may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration registration, in either case by providing written notice to the Company at any time (x) in the case of an underwritten offering, prior to the effectiveness filing of the applicable Demand Registration preliminary prospectus pursuant to such registration, and will not be obligated to participate (y) in any Underwritten Public Offering the case of non-underwritten offering, prior to executing the underwriting agreement effective date of the Registration Statement relating thereto. Upon receipt of a notice to such effect from a Demanding Holder (or if there is more than one Demanding Holder, from all such Demanding Holders) with respect to Registration Demand. If all of the Registrable Securities to be included by in the registration pursuant to any Registration Demand are so withdrawn, then such Demanding Holder(s) in Registration Demand shall be deemed withdrawn. In the event of any such Demand Registrationactual or deemed withdrawal of a Registration Demand, the Company shall cease all efforts to secure effectiveness effect the registration of the applicable Demand Registration Statement; provided that, for the avoidance of doubt, in the event of a request for a Demand Registration by more than one Demanding Holder, the Company shall continue all efforts to secure effectiveness of the applicable Demand Registration Statement with respect to the Registrable Securities requested to be included by in such registration, without liability to any Requesting Holder. Such registration will be deemed to have been effected (including for purposes of Section 3.1(c) and Section 3.1(d), with respect to a Registration Demand made thereunder) unless (A) each of the Holders that Requesting Holder who has not withdrawn its Registration Demand or has withdrawn all of its Registrable Securities. Notwithstanding any withdrawal by Securities from such registration has paid (or reimbursed the Company for), pursuant to Section 3.4, its pro rata share (based on a Demanding Holder fraction, the numerator of which is the number of Registrable Securities from a Demand Registration pursuant that such Requesting Holder asked to this Section 3.1.4be included in such withdrawn registration and the denominator of which is the aggregate number of Registrable Securities that all Requesting Holders, the Demand Registration with respect collectively, requested to which the withdrawal was made shall be counted for purposes included in such withdrawn registration) of the limit on Demand Registration Requests set forth in Section 3.1.2 unless (a) the Demanding Holders reimburse Expenses incurred by the Company for all expenses incurred in connection with such withdrawn registration; provided, that if any revocation was based on the Demand Company’s failure to comply in any material respect with its obligations hereunder, such reimbursement of Registration with respect to which the withdrawal was made, Expenses shall not be required or (bB) the withdrawal is made following the occurrence of a material adverse change in the business or financial condition of the Company that is made known to the Initial Requesting Holder after the date of the applicable Registration Demand, or (C) if the registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or omission by any Requesting Holder; provided, that if any such stop order, injunction, order or requirement is issued or imposed as a result of an event that has had a material adverse effect on any misrepresentation or omission by any Requesting Holder(s), the business, assets, condition Responsible Requesting Holder(s) shall be solely responsible for paying (financial or otherwisereimbursing the Company for) or results of operations all of the Registration Expenses to be paid or reimbursed to the Company or (c) the withdrawal is made in response to a Demand Suspension pursuant to Section 3.1.63.4.

Demand Withdrawal. A Demanding With respect to any registration requested pursuant to this Article 3, (i) the Initial Requesting Holder(s) may withdraw such Registration Demand and (ii) any Requesting Holder and any other Holder that has requested may withdraw its Registrable Securities be included in a Demand Registration pursuant to Section 3.1.3 may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration registration, in either case by providing written notice to the Parent at any time prior to the effectiveness effective date of the applicable Demand Registration and will not be obligated to participate in any Underwritten Public Offering prior to executing the underwriting agreement Statement relating thereto. Upon receipt of a notice to such effect from a Demanding Holder (or if there is more than one Demanding Holder, from all such Demanding Holders) with respect to Registration Demand. If all of the Registrable Securities to be included by in the registration pursuant to any Registration Demand are so withdrawn, then such Demanding Holder(s) in Registration Demand shall be deemed withdrawn. In the event of any such Demand Registrationactual or deemed withdrawal of a Registration Demand, the Company Parent shall cease all efforts to secure effectiveness effect the registration of the applicable Demand Registration Statement; provided that, for the avoidance of doubt, in the event of a request for a Demand Registration by more than one Demanding Holder, the Company shall continue all efforts to secure effectiveness of the applicable Demand Registration Statement with respect to the Registrable Securities requested to be included by in such registration, without liability to any Requesting Holder. Such registration will be deemed to have been effected (including for purposes of Section 3.2(c) and Section 3.2(d), with respect to a Registration Demand made thereunder) unless (A) each of the Holders that Requesting Holder who has not withdrawn its Registration Demand or has withdrawn all of its Registrable Securities. Notwithstanding any withdrawal by Securities from such registration has paid (or reimbursed the Parent for), pursuant to Section 3.5, its pro rata share (based on a Demanding Holder fraction, the numerator of which is the number of Registrable Securities from a Demand Registration pursuant that such Requesting Holder asked to this Section 3.1.4be included in such withdrawn registration and the denominator of which is the aggregate number of Registrable Securities that all Requesting Holders, the Demand Registration with respect collectively, requested to which the withdrawal was made shall be counted for purposes included in such withdrawn registration) of the limit on Demand Registration Requests set forth in Section 3.1.2 unless (a) Expenses incurred by the Demanding Holders reimburse the Company for all expenses incurred Parent in connection with the Demand Registration with respect to which the withdrawal was made, (b) the withdrawal is made as a result of an event that has had a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company or (c) the withdrawal is made in response to a Demand Suspension pursuant to Section 3.1.6such withdrawn registration.

Demand Withdrawal. A Demanding With respect to any registration requested pursuant to this Section 3.1, (i) the Initial Requesting Holder who submitted the underlying Registration Demand may withdraw such Registration Demand and (ii) any other Requesting Holder that has requested may withdraw its Registrable Securities be included in a Demand Registration pursuant to Section 3.1.3 may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration registration, in either case by providing written notice to the Company at any time (x) in the case of an underwritten offering, prior to the effectiveness filing of the applicable Demand Registration preliminary prospectus pursuant to such registration, and will not be obligated to participate (y) in any Underwritten Public Offering the case of non-underwritten offering, prior to executing the underwriting agreement effective date of the Registration Statement relating thereto. Upon receipt of a notice to such effect from a Demanding Holder (or if there is more than one Demanding Holder, from all such Demanding Holders) with respect to Registration Demand. If all of the Registrable Securities to be included by in the registration pursuant to any Registration Demand are so withdrawn, then such Demanding Holder(s) in Registration Demand shall be deemed withdrawn. In the event of any such Demand Registrationactual or deemed withdrawal of a Registration Demand, the Company shall cease all efforts to secure effectiveness effect the registration of the applicable Demand Registration Statement; provided that, for the avoidance of doubt, in the event of a request for a Demand Registration by more than one Demanding Holder, the Company shall continue all efforts to secure effectiveness of the applicable Demand Registration Statement with respect to the Registrable Securities requested to be included by in such registration, without liability to any Requesting Holder. Such registration will be deemed to have been effected (including for purposes of Section 3.1(c) and Section 3.1(d), with respect to a Registration Demand made thereunder) unless (A) each of the Holders that Requesting Holder who has not withdrawn its Registration Demand or has withdrawn all of its Registrable Securities. Notwithstanding any withdrawal by Securities from such registration has paid (or reimbursed the Company for), pursuant to Section 3.5, its pro rata share (based on a Demanding Holder fraction, the numerator of which is the number of Registrable Securities from a Demand Registration pursuant that such Requesting Holder asked to this Section 3.1.4be included in such withdrawn registration and the denominator of which is the aggregate number of Registrable Securities that all Requesting Holders, the Demand Registration with respect collectively, requested to which the withdrawal was made shall be counted for purposes included in such withdrawn registration) of the limit on Demand Registration Requests set forth in Section 3.1.2 unless (a) the Demanding Holders reimburse Expenses incurred by the Company for all expenses incurred in connection with such withdrawn registration; provided, that if any revocation was based on the Demand Company’s failure to comply in any material respect with its obligations hereunder, such reimbursement of Registration with respect to which the withdrawal was made, Expenses shall not be required or (bB) the withdrawal is made following the occurrence of a material adverse change in the business or financial condition of the Company that is made known to the Initial Requesting Holder after the date of the applicable Registration Demand, or (C) if the registration is interfered with by any stop order, injunction or other order or requirement of the SEC or other governmental agency or court for any reason other than a misrepresentation or omission by any Requesting Holder; provided, that if any such stop order, injunction, order or requirement is issued or imposed as a result of an event that has had a material adverse effect on any misrepresentation or omission by any Requesting Holder(s), the business, assets, condition Responsible Requesting Holder(s) shall be solely responsible for paying (financial or otherwisereimbursing the Company for) or results of operations all of the Registration Expenses to be paid or reimbursed to the Company or (c) the withdrawal is made in response to a Demand Suspension pursuant to Section 3.1.63.5.

Demand Withdrawal. A Demanding Holder Demand Party may withdraw its Registrable Securities from a Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement. Upon delivery of a notice by the Demand Party to such effect, the Company shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement, and such Registration nonetheless shall be deemed a Demand Registration with respect to such Demand Party for purposes of Section 2.11 unless (i) such Demand Party shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the Registration of such withdrawn Registrable Securities (based on the number of securities the Demand Party sought to register, as compared to the total number of securities included on such Demand Registration Statement) or (ii) the withdrawal is made (A) (x) following the occurrence of a Material Adverse Change, (y) if, as of the date of such withdrawal, the per share stock price of the Company Shares has declined by 15% or more as compared to the closing per share stock price of the Company Shares on the date of the delivery of the Demand Notice with respect to such Demand Registration or (z) following the discovery by the Demand Party of material adverse or undisclosed information concerning the Company or its Subsidiaries of which such Demand Party did not have prior actual knowledge or (B) because the Registration would require the Company to make an Adverse Disclosure. In addition, any other Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 3.1.3 2.01(d) may withdraw all or any portion of its Registrable Securities included in from a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Demand Registration and will not be obligated to participate in any Underwritten Public Offering prior to executing the underwriting agreement relating thereto. Upon receipt of a notice to such effect from a Demanding Holder (or if there is more than one Demanding Holder, from all such Demanding Holders) with respect to all of the Registrable Securities included by such Demanding Holder(s) in such Demand Registration, the Company shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement; provided that, for the avoidance of doubt, in the event of a request for a Demand Registration by more than one Demanding Holder, the Company shall continue all efforts to secure effectiveness of the applicable Demand Registration Statement with respect to the Registrable Securities requested to be included by each of the Holders that has not withdrawn its Registrable Securities. Notwithstanding any withdrawal by a Demanding Holder of Registrable Securities from a Demand Registration pursuant to this Section 3.1.4, the Demand Registration with respect to which the withdrawal was made shall be counted for purposes of the limit on Demand Registration Requests set forth in Section 3.1.2 unless (a) the Demanding Holders reimburse the Company for all expenses incurred in connection with the Demand Registration with respect to which the withdrawal was made, (b) the withdrawal is made as a result of an event that has had a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company or (c) the withdrawal is made in response to a Demand Suspension pursuant to Section 3.1.6.

Demand Withdrawal. A Demanding Holder and any other Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 3.1.3 may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness execution of the applicable Demand Registration and will not be obligated to participate in any Underwritten Public Offering prior to executing the underwriting agreement relating theretorelated to such Demand Registration. Upon receipt of a notice to such effect from a Demanding Holder (or if there is more than one Demanding Holder, from all such Demanding Holders) with respect to all of the Registrable Securities included by such Demanding Holder(s) in such Demand Registration, the Company shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement; provided that, for the avoidance of doubt, in the event of a request for a Demand Registration by more than one Demanding Holder, the Company shall continue all efforts to secure effectiveness of the applicable Demand Registration Statement with respect to the Registrable Securities requested to be included by each of the Holders that has not withdrawn its Registrable Securities. Notwithstanding any withdrawal by a Demanding Holder of Registrable Securities from a Demand Registration pursuant to this Section 3.1.4, the Demand Registration with respect to which the withdrawal was made shall be counted for purposes of the limit on number of Demand Registration Requests set forth in made by the Demanding Holder that had submitted the Demand Registration Request pursuant to Section 3.1.2 3.1.1(a) unless (a) the Demanding Holders reimburse the Company for all expenses incurred in connection with the Demand Registration with respect to which the withdrawal was made, (b) the withdrawal is made as a result of an event that has had a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company or (c) the withdrawal is made in response to a Demand Suspension pursuant to Section 3.1.6.

Demand Withdrawal. A Demanding Holder and any other Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 3.1.3 may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness execution of the applicable Demand Registration and will not be obligated to participate in any Underwritten Public Offering prior to executing the underwriting agreement relating theretorelated to such Demand Registration. Upon receipt of a notice to such effect from a Demanding Holder (or if there is more than one Demanding Holder, from all such Demanding Holders) with respect to all of the Registrable Securities included by such Demanding Holder(s) in such Demand Registration, the Company shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement; provided that, for the avoidance of doubt, in the event of a request for a Demand Registration by more than one Demanding Holder, the Company shall continue all efforts to secure effectiveness of the applicable Demand Registration Statement with respect to the Registrable Securities requested to be included by each of the Holders that has not withdrawn its Registrable Securities. Notwithstanding any withdrawal by a Demanding Holder of Registrable Securities from a Demand Registration pursuant to this Section 3.1.4, the Demand Registration with respect to which the withdrawal was made shall be counted for purposes of the limit on number of Demand Registration Requests set forth in made by the Demanding Holder that had submitted the Demand Registration Request pursuant to Section 3.1.2 3.1.1(a) unless (a) the such Demanding Holders reimburse Holder reimburses the Company for all documented out-of-pocket expenses incurred in connection with the Demand Registration with respect to which the withdrawal was made, (b) the withdrawal is made as a result of an event that has had a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company or (c) the withdrawal is made in response to a Demand Suspension pursuant to Section 3.1.6.

Demand Withdrawal. A Demanding Holder Unless otherwise agreed and any other Holder that has requested subject to Section 2(g), a Participating Stockholder may withdraw its Registrable Securities be included in from a Demand Registration pursuant to Section 3.1.3 may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Registration Statement upon written notification to the Company and, in the case of an in the case of an Underwritten Offering, the underwriter or underwriters of its intent to withdraw from such Demand Registration and will not be obligated to participate in any Underwritten Public Offering prior to executing the underwriting agreement relating theretoRegistration. Upon receipt of a notice to such effect from a Demanding Holder (or if there is more than one Demanding Holder, from all such Demanding Holders) of the Participating Stockholders with respect to all of the Registrable Securities included by such Demanding Holder(s) Participating Stockholders in such Demand Registration, the Company shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement; provided that, for the avoidance of doubt, in the event of a request for and such registration shall nonetheless be deemed a Demand Registration by more than one Demanding Holder, the Company shall continue all efforts to secure effectiveness of the applicable Demand Registration Statement with respect to the Registrable Securities requested to be included by each of the Holders that has not withdrawn its Registrable Securities. Notwithstanding any withdrawal by a Demanding Holder of Registrable Securities from a Demand Registration pursuant to this Section 3.1.4, the Demand Registration with respect to which the withdrawal was made shall be counted for purposes of the limit on Demand Registration Requests set forth in Section 3.1.2 2(a)(iii) unless (ai) the Demanding Holders reimburse withdrawing Participating Stockholders shall have paid or reimbursed the Company for their pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the Demand registration of the withdrawing Participating Stockholders’ withdrawn Registrable Securities (based on the number of Registrable Securities such withdrawing Participating Stockholders sought to register, as compared to the total number of Registrable Securities included on such Registration with respect to which the withdrawal was madeStatement), (bii) the withdrawal is made as following the occurrence of a result of an event that has had a material adverse effect on Material Adverse Change, because the business, assets, condition (financial or otherwise) or results of operations of registration would require the Company to make an Adverse Disclosure or because the Company otherwise requests withdrawal or (ciii) the withdrawal is made arose out of a breach by the Company of this Agreement; provided, that in response the case of clauses (ii) and (iii), the Company shall be obligated to a Demand Suspension pursuant to Section 3.1.6pay all Registration Expenses in connection with such revoked request.

Demand Withdrawal. A Demanding Holder Stockholder and any other Holder Stockholder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 3.1.3 5.1(e) may withdraw all or any portion of its Registrable Securities included in from a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Demand Registration and will not be obligated to participate in any Underwritten Public Offering prior to executing the underwriting agreement relating theretoStatement. Upon receipt of a notice to such effect from a the Demanding Holder (or if there is more than one Demanding Holder, from all such Demanding Holders) Stockholder with respect to all of the its Registrable Securities included by such Demanding Holder(s) in such Demand RegistrationSecurities, the Company shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement; provided that, for the avoidance of doubt, in the event of a request for a Demand Registration by more than one Demanding Holder, the Company shall continue all efforts to secure effectiveness of the applicable Demand Registration Statement with respect to the (unless any other Stockholder that has requested its Registrable Securities requested to be included by each of the Holders that has not withdrawn its Registrable Securities. Notwithstanding any withdrawal by a Demanding Holder of Registrable Securities from in a Demand Registration pursuant to this Section 3.1.4, 5.1(e) would like the company to continue such efforts) and such Registration nonetheless shall be deemed a Demand Registration with respect to which the withdrawal was made shall be counted such Demanding Stockholder for purposes of the limit on Demand Registration Requests set forth in Section 3.1.2 ‎Section 5.01(b) unless (ai) the withdrawing Demanding Holders reimburse Stockholder shall have paid or reimbursed the Company for its proratashare of all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the Registration of such Demanding Stockholder’s withdrawn Registrable Securities (based on the number of securities the Demanding Stockholder sought to Register, as compared to the total number of securities included on such Demand Registration with respect to which the withdrawal was made, Statement) or (bii) the withdrawal is made as following the occurrence of a result Material Adverse Change or because the Registration would require the Company to make an Adverse Disclosure. In addition, if the Company receives a Demand Registration and the Company is then in the process of an preparing to engage in a Company Public Sale, the Company shall inform the Demanding Stockholder of the Company’s intention to engage in a Company Public Sale and may require the Demanding Stockholder to withdraw such Registration Request for a period of up to 120 (one hundred twenty) days so that the Company may complete the Company Public Sale. In the event that has had the Company ceases to pursue such Company Public Sale, it shall promptly inform the Demanding Stockholder and the Demanding Stockholder shall be permitted to submit a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations new Registration Request. The foregoing shall be without prejudice to any rights of the Company or (c) the withdrawal is made in response to a Demand Suspension Demanding Stockholder pursuant to Section 3.1.6this ‎Section 5.01.

Demand Withdrawal. A Demanding Holder and With respect to any other Holder that has registration requested pursuant to this Section 6.1, any Requesting Securityholder may withdraw its Registrable Securities be included in a Demand Registration pursuant to Section 3.1.3 may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration registration, in either case by providing written notice to the Company at any time (x) in the case of an underwritten offering, prior to the effectiveness filing of the applicable Demand Registration preliminary prospectus pursuant to such registration, and will not be obligated to participate (y) in any Underwritten Public Offering the case of non-underwritten offering, prior to executing the underwriting agreement effective date of the Registration Statement relating thereto. Upon receipt of a notice to such effect from a Demanding Holder (or if there is more than one Demanding Holder, from all such Demanding Holders) with respect to Registration Demand. If all of the Registrable Securities to be included by in the registration pursuant to any Registration Demand are so withdrawn, then such Demanding Holder(s) in Registration Demand shall be deemed withdrawn. In the event of any such Demand Registrationactual or deemed withdrawal of a Registration Demand, the Company shall cease all efforts to secure effectiveness effect the registration of the applicable Demand Registration Statement; provided that, for the avoidance of doubt, in the event of a request for a Demand Registration by more than one Demanding Holder, the Company shall continue all efforts to secure effectiveness of the applicable Demand Registration Statement with respect to the Registrable Securities requested to be included by in such registration, without liability to any Requesting Securityholder. Such registration will be deemed to have been effected (including for purposes of Section 6.1(c) and Section 6.1(d), with respect to a Registration Demand made thereunder) unless each of the Holders that Requesting Securityholder who has not withdrawn its Registration Demand or has withdrawn all of its Registrable Securities. Notwithstanding any withdrawal Securities from such registration has paid (or reimbursed the Company for), pursuant to and if required by Section 6.4, its pro rata share (based on a Demanding Holder fraction, the numerator of which is the number of Registrable Securities from a Demand Registration pursuant that such Requesting Securityholder asked to this Section 3.1.4be included in such withdrawn registration and the denominator of which is the aggregate number of Registrable Securities that all Requesting Securityholders, the Demand Registration with respect collectively, requested to which the withdrawal was made shall be counted for purposes included in such withdrawn registration) of the limit on Demand Registration Requests set forth in Section 3.1.2 unless (a) the Demanding Holders reimburse Expenses incurred by the Company for all expenses incurred in connection with the Demand Registration with respect to which the withdrawal was made, (b) the withdrawal is made as a result of an event that has had a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company or (c) the withdrawal is made in response to a Demand Suspension pursuant to Section 3.1.6such withdrawn registration.

Demand Withdrawal. A Demanding Holder Sponsor and any other Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 3.1.3 2.01(e) may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Demand Registration and will not be obligated to participate in any Underwritten Public Offering prior to executing the underwriting agreement relating theretoStatement. Upon receipt of a notice to such effect from a Demanding Holder (or if there is more than one Demanding Holder, from all such Demanding Holders) Sponsor with respect to all of the Registrable Securities included by such Demanding Holder(s) Sponsor in such Demand Registration, the Company Issuer shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement; provided thatprovided, for that if a Demanding Sponsor withdraws all of its Registrable Securities from a Demand Registration pertaining to a Long-Form Registration Statement, the avoidance Issuer shall cease all efforts to secure effectiveness of doubtthe Long-Form Registration Statement only if (i) the Demanding Sponsors that have not withdrawn all of their Registrable Securities from such Demand Registration beneficially own (together with their Affiliates), directly or indirectly, in the aggregate, less than the amount of Registrable Securities specified in clause (x) of Section 2.01(a)(i), or (ii) the value of the Registrable Securities that the remaining Demanding Sponsors propose to sell in such offering is less than fifty million dollars ($50,000,000) or such lower amount as agreed by Requisite Sponsor Consent. In the event of a request for a Demand Registration by more than one Demanding Holder, that the Company Issuer shall continue cease all efforts to secure effectiveness of the applicable Demand Registration Statement with respect pursuant to the Registrable Securities requested to be included by each of the Holders that has not withdrawn its Registrable Securities. Notwithstanding any withdrawal by a Demanding Holder of Registrable Securities from a Demand Registration pursuant to this Section 3.1.4preceding sentence, the Demand Registration with respect to which withdrawing Demanding Sponsor or Demanding Sponsors, as the withdrawal was made case may be, shall be counted for purposes of the limit on Demand Registration Requests set forth in Section 3.1.2 unless (a) the Demanding Holders pay or reimburse the Company Issuer for all reasonable and documented out-of-pocket fees and expenses incurred by the Issuer in connection with the Registration and such Registration shall not be deemed a Demand Registration with respect for purposes of Section 2.01(b); provided, that the withdrawing Demanding Sponsor or Demanding Sponsor, as the case may be, shall not be required to which pay or reimburse the withdrawal was made, (b) the Issuer for any such fees and expenses if such withdrawal is made as following the occurrence of a result of an event that has had a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company or (c) the withdrawal is made in response to a Demand Suspension pursuant to Section 3.1.6Material Adverse Change.

Demand Withdrawal. A Demanding With respect to any registration requested pursuant to this Article 3, (i) the Initial Requesting Holder(s) may withdraw such Registration Demand and (ii) any Requesting Holder and any other Holder that has requested may withdraw its Registrable Securities be included in a Demand Registration pursuant to Section 3.1.3 may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration registration, in either case by providing written notice to the Parent at any time prior to the effectiveness effective date of the applicable Demand Registration and will not be obligated to participate in any Underwritten Public Offering prior to executing the underwriting agreement Statement relating thereto. Upon receipt of a notice to such effect from a Demanding Holder (or if there is more than one Demanding Holder, from all such Demanding Holders) with respect to Registration Demand. If all of the Registrable Securities to be included by in the registration pursuant to any Registration Demand are so withdrawn, then such Demanding Holder(s) in Registration Demand shall be deemed withdrawn. In the event of any such Demand Registrationactual or deemed withdrawal of a Registration Demand, the Company Parent shall cease all efforts to secure effectiveness effect the registration of the applicable Demand Registration Statement; provided that, for the avoidance of doubt, in the event of a request for a Demand Registration by more than one Demanding Holder, the Company shall continue all efforts to secure effectiveness of the applicable Demand Registration Statement with respect to the Registrable Securities requested to be included by in such registration, without liability to any Requesting Holder. Such registration will be deemed to have been effected (including for purposes of Section 3.2(c) and Section 3.2(d), with respect to a Registration Demand made thereunder) unless (A) each of the Holders that Requesting Holder who has not withdrawn its Registration Demand or has withdrawn all of its Registrable Securities. Notwithstanding any withdrawal by Securities from such registration has paid (or reimbursed the Parent for), pursuant to Section 3.5, its pro rata share (based on a Demanding Holder fraction, the numerator of which is the number of Registrable Securities from a Demand Registration pursuant that such Requesting Holder asked to this Section 3.1.4be included in such withdrawn registration and the denominator of which is the aggregate number of Registrable Securities that all Requesting Holders, the Demand Registration with respect collectively, requested to which the withdrawal was made shall be counted for purposes included in such withdrawn registration) of the limit on Demand Registration Requests set forth in Section 3.1.2 unless (a) Expenses incurred by the Demanding Holders reimburse the Company for all expenses incurred Parent in connection with the Demand Registration with respect to which the withdrawal was made, such withdrawn registration. (b) the withdrawal is made as a result of an event that has had a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations of the Company or (c) the withdrawal is made in response to a Demand Suspension pursuant to Section 3.1.6.h)

Demand Withdrawal. A Demanding Holder Holder, and any other Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 3.1.3 6.1(e) or any Sponsor that has elected to participate in an IPO pursuant to Section 6.1(a) may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Demand Registration and will not be obligated to participate in any Underwritten Public Offering prior to executing the underwriting agreement relating theretoStatement. Upon receipt of a notice to such effect from a Demanding Holder (or if there is more than one Demanding Holder, from all such Demanding Holders) with respect to all of the Registrable Securities included by such Demanding Holder(s) in such Demand Registration, the Company Issuer shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement; provided that, for the avoidance of doubt, in the event of a request for Statement and such Registration nonetheless shall be deemed a Demand Registration by more than one for purposes of Section 6.1(b) unless either (i) the withdrawing Demanding Holder, Holder(s) shall have paid or reimbursed the Company shall continue Issuer for its or their pro rata share (relative to all efforts Holders who had notified the Issuer that they intended to secure effectiveness of participate in the applicable Demand Registration Statement with respect to the Registrable Securities requested to be included by each Registration) of the Holders that has not withdrawn its Registrable Securities. Notwithstanding any withdrawal by a Demanding Holder of Registrable Securities from a Demand Registration pursuant to this Section 3.1.4, the Demand Registration with respect to which the withdrawal was made shall be counted for purposes of the limit on Demand Registration Requests set forth in Section 3.1.2 unless (a) the Demanding Holders reimburse the Company for all reasonable and documented out-of-pocket fees and expenses incurred by the Issuer in connection with the Registration (based on the number of securities the Demanding Holder(s) sought to register, as compared to the total number of securities included in such Demand Registration with respect to which the withdrawal was made, Statement) or (bii) the if such withdrawal is made as following the occurrence of a result of an event that has had a material adverse effect on Material Adverse Change or because the business, assets, condition (financial or otherwise) or results of operations of Registration would require the Company or (c) the withdrawal is made in response to a Demand Suspension pursuant to Section 3.1.6make an Adverse Disclosure.

Demand Withdrawal. A Demanding Holder Sponsor and any other Holder Stockholder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 3.1.3 5.01(e) may withdraw all or any portion of its Registrable Securities included in from a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Demand Registration and will not be obligated to participate in any Underwritten Public Offering prior to executing the underwriting agreement relating theretoStatement. Upon receipt of a notice to such effect from a the Demanding Holder (or if there is more than one Demanding Holder, from all such Demanding Holders) Sponsor with respect to all of the its Registrable Securities included by such Demanding Holder(s) in such Demand RegistrationSecurities, the Company shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement; provided that, for the avoidance of doubt, in the event of Statement and such Registration nonetheless shall be deemed a request for a Demand Registration by more than one Demanding Holder, the Company shall continue all efforts to secure effectiveness of the applicable Demand Registration Statement with respect to the Registrable Securities requested to be included by each of the Holders that has not withdrawn its Registrable Securities. Notwithstanding any withdrawal by a Demanding Holder of Registrable Securities from a Demand Registration pursuant to this Section 3.1.4, the Demand Registration with respect to which the withdrawal was made shall be counted such Demanding Sponsor for purposes of the limit on Demand Registration Requests set forth in Section 3.1.2 5.01(b) unless (ai) the withdrawing Demanding Holders reimburse Sponsor shall have paid or reimbursed the Company for its pro rata share of all reasonable and documented out-of-pocket fees and expenses incurred by the Company in connection with the Registration of such Demanding Sponsor’s withdrawn Registrable Securities (based on the number of securities the Demanding Sponsor sought to register, as compared to the total number of securities included on such Demand Registration with respect to which the withdrawal was made, Statement) or (bii) the withdrawal is made as following the occurrence of a result Material Adverse Change or because the Registration would require the Company to make an Adverse Disclosure. In addition, if the Company receives a Demand Registration and the Company is then in the process of an preparing to engage in a Company Public Sale, the Company shall inform the Demanding Sponsor of the Company’s intention to engage in a Company Public Sale and may require the Demanding Sponsor to withdraw such Registration Request for a period of up to 120 days so that the Company may complete the Company Public Sale. In the event that has had the Company ceases to pursue such Company Public Sale, it shall promptly inform the Demanding Sponsor and the Demanding Sponsor shall be permitted to submit a material adverse effect on the business, assets, condition (financial or otherwise) or results of operations new Registration Request. The foregoing shall be without prejudice to any rights of the Company or (c) the withdrawal is made in response to a Demand Suspension Demanding Sponsor pursuant to Section 3.1.65.01.