Common use of Effective Period of Demand Registrations Clause in Contracts

Effective Period of Demand Registrations. Upon the date of effectiveness of any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such date, the Company shall use reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 60 days from such date or such shorter period which shall terminate when all of the Registrable Shares covered by such Demand Registration have been sold by the Investor. If the Company shall withdraw any Demand Registration pursuant to Section 5 before such 60 days end and before all of the Registrable Shares covered by such Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such datefiled pursuant to this Agreement has become effective, the Company shall use reasonable its best efforts to keep such Demand Registration Statement effective for a period equal to 60 180 days from the date on which the SEC declares such date Demand Registration effective (or if such Demand Registration is not effective during any period within such 180 days, such 180-day period shall be extended by the number of days during such period when such Demand Registration is not effective), or such shorter period which that shall terminate when all of the Registrable Shares Common Stock covered by such Demand Registration have has been sold by the Investorpursuant to such Demand Registration. If the Company shall withdraw or reduce the number of shares of Registrable Common Stock that is subject to any Demand Registration pursuant to subsection (b) of this Section 5 before such 60 days end and before all 2 (a “Withdrawn Demand Registration”), the Initiating Holders of the Registrable Shares Common Stock remaining unsold and originally covered by such Withdrawn Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration that (subject to the provisions of this Section 2) the Company shall use its best efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) that is 180 days from the effective date of such Demand Registration and (ii) on which all of the Registrable Common Stock covered by such Demand Registration has been sold. Such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such dateStatement filed pursuant to this Agreement has become effective, the Company shall use its reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 60 one hundred eighty (180) days from the date on which the Commission declares such date Demand Registration Statement effective (or if such Demand Registration Statement is not effective during any period within such one hundred eighty (180) days, such 180-day period shall be extended by the number of days during such period when such Demand Registration Statement is not effective), or such shorter period which that shall terminate when all of the Registrable Shares Securities covered by such Demand Registration Statement have been sold by the Investorpursuant to such Demand Registration. If the Company shall withdraw or reduce the number of shares of Registrable Securities that is subject to any Demand Registration pursuant to Section 5 before such 60 days end and before all 2(d)(i) (a “Withdrawn Demand Registration”), the Demanding Holders of the Registrable Shares Securities remaining unsold and originally covered by such Withdrawn Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration that (subject to the provisions of this Section 2(b)) the Company shall use its reasonable best efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) that is one hundred eighty (180) days from the effective date of such Demand Registration and (ii) on which all of the Registrable Securities covered by such Demand Registration have been sold. Such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such datefiled pursuant to this Agreement has become effective, the Company shall use reasonable its best efforts to keep such Demand Registration Statement effective for a period equal to 60 180 days from the date on which the SEC declares such date Demand Registration effective (or if such Demand Registration is not effective during any period within such 180 days, such 180-day period shall be extended by the number of days during such period when such Demand Registration is not effective), or such shorter period which shall terminate when all of the Registrable Common Shares covered by such Demand Registration have been sold by the Investorpursuant to such Demand Registration. If the Company shall withdraw any Demand Registration pursuant to Section 5 before such 60 days end and before all 2(d) (a “Withdrawn Demand Registration”), the Initiating Holders of the Registrable Common Shares remaining unsold and originally covered by such Withdrawn Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration which (subject to the provisions of this Section 2) the Company shall use its best efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) which is 180 days from the effective date of such Demand Registration and (ii) on which all of the Registrable Common Shares covered by such Demand Registration have been sold. Such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such dateStatement filed pursuant to this Agreement has become effective, the Company shall use its reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 60 one hundred eighty (180) days from the date on which the Commission declares such date Demand Registration Statement effective (or if such Demand Registration Statement is not effective during any period within such one hundred eighty (180) days, such 180-day period shall be extended by the number of days during such period when such Demand Registration Statement is not effective), or such shorter period which that shall terminate when all of the Registrable Shares Securities covered by such Demand Registration Statement have been sold by the Investorpursuant to such Demand Registration. If the Company shall withdraw or reduce the number of shares of Registrable Securities that is subject to any Demand Registration pursuant to Section 5 before such 60 days end and before all 2(d)(i) (a “Withdrawn Demand Registration”), the Demand Holders of the Registrable Shares Securities remaining unsold and originally covered by such Withdrawn Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration that (subject to the provisions of this Section 2(b)) the Company shall use its reasonable best efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) that is one hundred eighty (180) days from the effective date of such Demand Registration and (ii) on which all of the Registrable Securities covered by such Demand Registration have been sold. Such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such datefiled pursuant to this Agreement has become effective, the Company shall use its reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 60 180 days from the date on which the SEC declares such date Demand Registration effective (or if such Demand Registration is not effective during any period within such 180 days, such 180-day period shall be extended by the number of days during such period when such Demand Registration is not effective), or such shorter period which shall terminate when all of the Registrable Shares covered by such Demand Registration have been sold by the Investorpursuant to such Demand Registration. If the Company shall withdraw any Demand Registration pursuant to Section 5 before 2(d) (a “Withdrawn Demand Registration”), the Initiating Holders of the Registrable Shares remaining unsold and originally covered by such 60 Withdrawn Demand Registration shall be entitled to a replacement Demand Registration which (subject to the provisions of this Section 2) the Company shall use its reasonable best efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) which is 180 days end from the effective date of such Demand Registration and before (ii) on which all of the Registrable Shares covered by such Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement sold. Such additional Demand Registration which otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such datefiled pursuant to this Agreement has become effective, the Company shall use reasonable its best efforts to keep such Demand Registration Statement effective for a period equal to 60 180 days from the date on which the SEC declares such date Demand Registration effective (or if such Demand Registration is not effective during any period within such 180 days, such 180-day period shall be extended by the number of days during such period when such Demand Registration is not effective), or such shorter period which that shall terminate when all of the Registrable Shares Common Stock covered by such Demand Registration have has been sold by the Investorpursuant to such Demand Registration. If the Company shall withdraw or reduce the number of shares of Registrable Common Stock that is subject to any Demand Registration pursuant to subsection (b) of this Section 5 before such 60 days end and before all 2 (a “Withdrawn Demand Registration”), the Initiating Holders of the Registrable Shares Common Stock remaining unsold and originally covered by such Withdrawn Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration that (subject to the provisions of this Section 2) the Company shall use its best efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) which is 180 days from the effective date of such Demand Registration and (ii) on which all of the Registrable Common Stock covered by such Demand Registration has been sold. Such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such datefiled pursuant to this Agreement has become effective, the Company shall use reasonable its best efforts to keep such Demand Registration Statement effective for a period equal to 60 180 days from the date on which the Commission declares such date Demand Registration effective (or if such Demand Registration is not effective during any period within such 180 days, such 180-day period shall be extended by the number of days during such period when such Demand Registration is not effective), or such shorter period which that shall terminate when all of the Registrable Common Shares covered by such Demand Registration have has been sold by the Investorpursuant to such Demand Registration. If the Company shall withdraw or reduce the number of Registrable Common Shares that is subject to any Demand Registration pursuant to subsection (b) of this Section 5 before such 60 days end and before all 2 (a “Withdrawn Demand Registration”), the Initiating Holders of the Registrable Common Shares remaining unsold and originally covered by such Withdrawn Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration that (subject to the provisions of this Section 2) the Company shall use its best efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) that is 180 days from the effective date of such Demand Registration and (ii) on which all of the Registrable Common Shares covered by such Demand Registration has been sold. Such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such dateStatement filed pursuant to Section 2(a) has become effective, the Company Registering Entity shall use its reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 60 of either (i) 180 days from the date on which the Commission declares such date Registration Statement effective (or if such Registration Statement is not effective during any period within such 180 days or if disposition of Registrable Securities is suspended in the circumstances described in Section 7(b), such 180-day period shall be extended by the number of days during such period when such Registration Statement is not effective or is suspended as provided in Section 7(b)) or, if such Registration Statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer or (ii) such shorter period which shall terminate when all of the Registrable Shares Securities covered by such Demand Registration Statement have been sold by the Investor. If the Company shall withdraw any Demand Registration pursuant to Section 5 before such 60 days end and before all of the Registrable Shares covered by such Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement. After any Shelf Registration Statement filed pursuant to Section 2(c) has become effective, the Registering Entity agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective and usable for the resale of the Registrable Securities registered thereunder for a period ending on the first date on which all the Registrable Securities covered by such Shelf Registration Statement shall have been sold pursuant to such Shelf Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such date, the Company shall use commercially reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 60 sixty (60) days from such date or such shorter period which shall terminate when all of the Registrable Shares Common Stock covered by such Demand Registration have has been sold by the InvestorStockholder pursuant to such Demand Registration. If the Company shall withdraw any Demand Registration pursuant to Section 5 before such 60 sixty (60) days end and before all of the Registrable Shares Common Stock covered by such Demand Registration have has been sold pursuant thereto, the Investor Stockholder shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares Common Stock thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor Stockholder or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares Common Stock or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable due to the Investor or its Affiliates (other than a breach by the Company and of its controlled Affiliates)covenants, representations or warranties therein, and as a result of any such circumstances described in clause (i) or (ii), less than 75% all of the Registrable Shares Common Stock covered by the Registration Statement are is sold by the Investor Stockholder pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such datefiled pursuant to this Agreement has become effective, the Company shall use reasonable its best efforts to keep such Demand Registration Statement effective for a period equal to 60 one hundred eighty (180) days from the date on which the SEC declares such date Demand Registration effective (or if such Demand Registration is not effective during any period within such 180 days, such 180-day period shall be extended by the number of days during such period when such Demand Registration is not effective), or such shorter period which shall terminate when all of the Registrable Shares Common Stock covered by such Demand Registration have has been sold by the Investorpursuant to such Demand Registration. If the Company shall withdraw any Demand Registration pursuant to subsection (d) of this Section 5 before such 60 days end and before all 2 (a "Withdrawn Demand Registration"), the Initiating Holders of the Registrable Shares Common Stock remaining unsold and originally covered by such Withdrawn Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration which (subject to the provisions of this Section 2) the Company shall use its best efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) which is 180 days from the effective date of such Demand Registration and (ii) on which all of the Registrable Common Stock covered by such Demand Registration has been sold. Such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such dateStatement filed pursuant to this Agreement has become effective, the Company shall use its reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 60 two hundred ten (210) calendar days from the date on which the Commission declares such date Demand Registration Statement effective (or if such Demand Registration Statement is not effective during any period within such two hundred ten (210) calendar days, such 180 calendar day period shall be extended by the number of days during such period when such Demand Registration Statement is not effective), or such shorter period which that shall terminate when all of the Registrable Shares Securities covered by such Demand Registration Statement have been sold by the Investorpursuant to such Demand Registration. If the Company shall withdraw or reduce the number of shares of Registrable Securities that is subject to any Demand Registration pursuant to Section 5 before such 60 days end and before all 2(d)(i) (a “Withdrawn Demand Registration”), the Demand Holders of the Registrable Shares Securities remaining unsold and originally covered by such Withdrawn Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration that (subject to the provisions of this Section 2(b)) the Company shall use its reasonable best efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) that is one hundred eighty (180) calendar days from the effective date of such Demand Registration and (ii) on which all of the Registrable Securities covered by such Demand Registration have been sold. Such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such datefiled pursuant to this Agreement has become effective, the Company shall use its commercially reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 60 one year from the date on which the SEC declares such Demand Registration effective (or if such Demand Registration is not effective during any period within such period, such period shall be extended by the number of days from during such date period when such Demand Registration is not effective), or such shorter period which shall terminate when all of the Registrable Shares covered by such Demand Registration have been sold pursuant to such Demand Registration or are otherwise permitted to be resold freely by the Investorall selling shareholders in such Demand Registration under Rule 144 without regard to volume. If the Company shall withdraw any Demand Registration pursuant to Section 5 before 2(d) (a “Withdrawn Demand Registration”), the Initiating Holders of the Registrable Shares remaining unsold and originally covered by such 60 days end Withdrawn Demand Registration shall be entitled to a replacement Demand Registration which (subject to the provisions of this Section 2) the Company shall use its best efforts to keep effective for a period commencing on the effective date of such Demand Registration and before ending on the earlier to occur of the date (i) which is one year from the effective date of such Demand Registration and (ii) on which all of the Registrable Shares covered by such Demand Registration have been sold pursuant thereto, the Investor shall or are otherwise permitted to be entitled to a replacement resold freely by all selling shareholders in such Demand Registration which under Rule 144 without regard to volume. Such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of If any Initiating Holder(s) request(s) a Demand Registration for an underwritten offering and if such offering is priced promptly on or after such datepursuant to Section 2(a) above, the Company shall use reasonable best efforts to keep such Demand Registration shall not be deemed to have been effected unless the Registration Statement filed pursuant to such Demand Registration has been effective for a period equal to 60 ninety (90) days from the date on which such date Registration Statement became effective (or if such Demand Registration is not effective during any period within such ninety (90) days, such ninety (90)-day period shall be extended by the number of days during such period when such Registration Statement is not effective), or such shorter period which shall terminate when all of the Registrable Shares Securities covered by such Demand Registration have been sold pursuant to such Demand Registration or otherwise disposed of by the Investorsuch Initiating Holders. If the Company shall withdraw any Demand Registration pursuant to Section 5 before such 60 days end and before all 2(c) (a “Withdrawn Demand Registration”), the Initiating Holders of the Registrable Shares Securities remaining unsold and originally covered by such Withdrawn Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration which (subject to the provisions of this Section 2) the Company shall use its reasonable best efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) which is ninety (90) days from the effective date of such Demand Registration and (ii) on which all of the Registrable Securities covered by such Demand Registration have been sold or otherwise disposed of such Initiating Holders. Each such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for filed pursuant to this Agreement has become effective or after a final Prospectus relating to an underwritten offering and if such offering is priced promptly on or after such datetake down off of an existing, effective shelf registration statement has been filed, the Company shall use its commercially reasonable best efforts to keep such Demand Registration Statement effective (including any shelf registration statement supplemented by a prospectus supplement) for a period equal to 60 of at least 120 days from the date on which the SEC declares such Demand Registration effective or, in the case of an underwritten take down off of an existing, effective shelf registration statement, from the date or of filing of the final Prospectus (if such shorter Demand Registration is not effective during any period which within such 120 days, such 120-day period shall terminate be extended by the number of days during such period when such Demand Registration is not effective) or, if earlier, until all of the Registrable Shares Common Stock covered by such Demand Registration have has been sold by the Investorsold. If the Company shall withdraw any Demand Registration pursuant to Section 5 before such 60 days end and before all 2(d) hereof (a "Withdrawn Demand Registration"), the Initiating Holder of the Registrable Shares Common Stock remaining unsold and originally covered by such Withdrawn Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration which (subject to the provisions of this Section 2) the Company shall use its commercially reasonable efforts to keep effective for a period commencing on the effective date of such Demand Registration or, in the case of an underwritten take down off of an existing, effective shelf registration statement, from the date of filing of the final Prospectus, and ending on the earlier to occur of the date (i) which is 120 days from the effective date of such Demand Registration or, in the case of an underwritten take down off of an existing, effective shelf registration statement, from the date of filing of the final Prospectus and (ii) on which all of the Registrable Common Stock covered by such Demand Registration has been sold. Such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such dateStatement filed pursuant to this Agreement has become effective, the Company shall use its commercially reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 60 one hundred eighty (180) days from the date on which the SEC declares such date Demand Registration Statement effective (or if such Demand Registration Statement is not effective during any period within such one hundred eighty (180) days, such 180-day period shall be extended by the number of days during such period when such Demand Registration Statement is not effective), or such shorter period which that shall terminate when all of the Registrable Shares covered by such Demand Registration Statement have been sold by the Investorpursuant to such Demand Registration. If the Company shall withdraw any or reduce the number of Registrable Shares that is subject to the Demand Shelf Registration pursuant to Section 5 before 2(b)(iii) (a “Withdrawn Demand Registration”), the Holder of the Registrable Shares remaining unsold and originally covered by such 60 Withdrawn Demand Registration shall be entitled to a replacement Demand Registration that (subject to the provisions of this Section 2(b)) the Company shall use its commercially reasonable best efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) that is one hundred eighty (180) days end from the effective date of such Demand Registration and before (ii) on which all of the Registrable Shares covered by such Demand Registration have has been sold pursuant thereto, the Investor shall be entitled to a replacement sold. Such additional Demand Registration which otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such dateStatement filed pursuant to this Agreement has become effective, the Company shall use its reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 60 one hundred eighty (180) days from the date on which the Commission declares such date Demand Registration Statement effective (or if such Demand Registration Statement is not effective during any period within such one hundred eighty (180) days, such 180-day period shall be extended by the number of days during such period when such Demand Registration Statement is not effective), or such shorter period which that shall terminate when all of the Registrable Shares Securities covered by such Demand Registration Statement have been sold by the Investorpursuant to such Demand Registration. If the Company shall withdraw or reduce the number of shares of Registrable Securities that is subject to any Demand Registration pursuant to Section 5 before such 60 days end and before all 2(d)(i) (a “Withdrawn Demand Registration”), the Initiating Holders of the Registrable Shares Securities remaining unsold and originally covered by such Withdrawn Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration that (subject to the provisions of this Section 2(b)) the Company shall use its reasonable best efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) that is one hundred eighty (180) days from the effective date of such Demand Registration and (ii) on which all of the Registrable Securities covered by such Demand Registration have been sold. Such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such datefiled pursuant to this Agreement has become effective, the Company shall use its commercially reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 60 one year from the date on which the SEC declares such Demand Registration effective (or if such Demand Registration is not effective during any period within such period, such period shall be extended by the number of days from during such date period when such Demand Registration is not effective), or such shorter period which shall terminate when all of the Registrable Common Shares covered by such Demand Registration have been sold pursuant to such Demand Registration or are otherwise permitted to be resold freely by the Investorall selling shareholders in such Demand Registration under Rule 144 without regard to volume. If the Company shall withdraw any Demand Registration pursuant to Section 5 before 2(d) (a “Withdrawn Demand Registration”), the Initiating Holders of the Registrable Common Shares remaining unsold and originally covered by such 60 days end Withdrawn Demand Registration shall be entitled to a replacement Demand Registration which (subject to the provisions of this Section 2 the Company shall use its best efforts to keep effective for a period commencing on the effective date of such Demand Registration and before ending on the earlier to occur of the date (i) which is one year from the effective date of such Demand Registration and (ii) on which all of the Registrable Common Shares covered by such Demand Registration have been sold pursuant thereto, the Investor shall or are otherwise permitted to be entitled to a replacement resold freely by all selling shareholders in such Demand Registration which under Rule 144 without regard to volume. Such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of If Moelis or any Shareholder(s) request(s) a Demand Registration for an underwritten offering and if such offering is priced promptly on or after such datepursuant to Section 2(a) above, the Company shall use reasonable best efforts to keep such Demand Registration Statement shall not be deemed to have been effected unless such Demand Registration has been effective for a period equal to 60 ninety (90) days (or three hundred (300) days in the case of a shelf S-3 Registration Statement) from the date on which the SEC declares such date Demand Registration effective (or if such Demand Registration is not effective during any period within such ninety (90) days (or three hundred (300) days in the case of a shelf S-3 Registration Statement), such ninety (90)-day (or three hundred (300)-day in the case of a shelf S-3 Registration Statement) period shall be extended by the number of days during such period when such Demand Registration is not effective), or such shorter period which shall terminate when all of the Registrable Shares Securities covered by such Demand Registration have been sold pursuant to such Demand Registration or otherwise disposed of by the InvestorMoelis or such Shareholder(s). If the Company shall withdraw any Demand Registration pursuant to Section 5 before such 60 days end and before all 2(c) (a "Withdrawn Demand Registration"), the Shareholders of the Registrable Shares Securities remaining unsold and originally covered by such Withdrawn Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration which (subject to the provisions of this Section 2) the Company shall use its reasonable best efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) which is ninety (90) days (or three hundred (300) days in the case of a shelf S-3 Registration Statement) from the effective date of such Demand Registration and (ii) on which all of the Registrable Securities covered by such Demand Registration have been sold or otherwise disposed of by Moelis or such Shareholder(s). Each such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Registration Statement related to a Demand Registration for an underwritten offering and if such offering is priced promptly on or after such datefiled pursuant to this Agreement has become effective, the Company shall use its commercially reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 60 one hundred eighty (180) days from the date on which the SEC declares such date Registration Statement effective (or if such Registration Statement is not effective during any period within such one hundred eighty (180) days, such 180-day period shall be extended by the number of days during such period when such Registration Statement is not effective), or such shorter period which shall terminate when all of the Registrable Common Shares covered by such Demand Registration Statement have been sold by the Investorpursuant to such Registration Statement. If the Company shall withdraw any Demand Registration Statement prior to the effectiveness thereof pursuant to Section 5 before such 60 days end and before all 2(d) (a “Withdrawn Demand Registration”), the Initiating Holder of the Registrable Common Shares originally covered by such Withdrawn Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration for which (subject to the provisions of this Section 2) the Company shall use its commercially reasonable efforts to keep effective a Registration Statement for a period commencing on the effective date of such Registration Statement and ending on the earlier to occur of the date (i) which is one hundred eighty (180) days from the effective date of such Registration Statement and (ii) on which all of the Registrable Common Shares covered by such Registration Statement have been sold. Such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such datefiled pursuant to this Agreement has become effective, the Company shall use its commercially reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 60 one year from the date on which the SEC declares such Demand Registration effective (or if such Demand Registration is not effective during any period within such period, such period shall be extended by the number of days from during such date period when such Demand Registration is not effective), or such shorter period which shall terminate when all of the Registrable Shares Securities covered by such Demand Registration have been sold pursuant to such Demand Registration or are otherwise permitted to be resold freely by the Investorall selling shareholders in such Demand Registration under Rule 144 without regard to volume. If the Company shall withdraw any Demand Registration pursuant to Section 5 before such 60 days end and before all 2(d) (a "Withdrawn Demand Registration"), the Initiating Holders of the Registrable Shares Securities remaining unsold and originally covered by such Withdrawn Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration which (subject to the provisions of this Section 2 the Company shall use its best efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) which is one year from the effective date of such Demand Registration and (ii) on which all of the Registrable Securities covered by such Demand Registration have been sold or are otherwise permitted to be resold freely by all selling shareholders in such Demand Registration under Rule 144 without regard to volume. Such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Registration Statement related to a Demand Registration for an underwritten offering and if such offering is priced promptly on or after such datefiled pursuant to this Agreement has become effective, the Company shall use reasonable its best efforts to keep such Demand Registration Statement effective for a period equal to 60 180 days from the date on which the SEC declares such date Registration Statement effective (or if such Registration Statement is not effective during any period within such 180 days, such 180-day period shall be extended by the number of days during such period when such Registration Statement is not effective), or such shorter period which shall terminate when all of the Registrable Common Shares covered by such Demand Registration Statement have been sold by the Investorpursuant to such Registration Statement. If the Company shall withdraw any Demand Registration Statement prior to the effectiveness thereof pursuant to Section 5 before such 60 days end and before all 2(d) (a "Withdrawn Demand Registration"), the Initiating Holder of the Registrable Common Shares originally covered by such Withdrawn Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration for which (subject to the provisions of this Section 2) the Company shall use its best efforts to keep effective a Registration Statement for a period commencing on the effective date of such Registration Statement and ending on the earlier to occur of the date (i) which is 180 days from the effective date of such Registration Statement and (ii) on which all of the Registrable Common Shares covered by such Registration Statement have been sold. Such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such datefiled pursuant to this Agreement has become effective, the Company shall use all reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 60 180 days from the date on which the Commission declares such date Demand Registration effective (or if such Demand Registration is not effective during any period within such 180 days, such 180-day period shall be extended by the number of days during such period when such Demand Registration is not effective), or such shorter period which that shall terminate when all of the Registrable Shares covered by such Demand Registration have been sold by the Investor. If the Company shall withdraw any Demand Registration pursuant to Section 5 before such 60 days end and before all of the Registrable Shares Securities covered by such Demand Registration have been sold pursuant theretoto such Demand Registration or are freely saleable without limitation pursuant to Rule 144 promulgated under the Securities Act. If the Company shall withdraw or reduce the number of Registrable Securities that is subject to any Demand Registration pursuant to Section 2(c) (a “Withdrawn Demand Registration”), the Investor Initiating Holders of the Registrable Securities remaining unsold and originally covered by such Withdrawn Demand Registration shall be entitled to a replacement Demand Registration that (subject to the provisions of this Section 2) the Company shall use all reasonable efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) which is 180 days from the effective date of such Demand Registration and (ii) on which all of the Registrable Securities covered by such Demand Registration have been sold or are freely saleable without limitation pursuant to Rule 144 promulgated under the Securities Act. Such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of If any Initiating Shareholders request(s) a Demand Registration for an underwritten offering and if such offering is priced promptly on or after such datepursuant to Section 2(a) above, the Company shall use reasonable best efforts to keep such Demand Registration shall not be deemed to have been effected unless the Registration Statement filed pursuant to such Demand Registration has been effective for a period equal to 60 ninety (90) days (or three hundred (300) days in the case of a shelf S-3 Registration Statement) from the date on which such date Registration Statement became effective (or if such Demand Registration is not effective during any period within such ninety (90) days (or three hundred (300) days in the case of a shelf S-3 Registration Statement), such ninety (90)-day (or three hundred (300)-day in the case of a shelf S-3 Registration Statement) period shall be extended by the number of days during such period when such Registration Statement is not effective), or such shorter period which shall terminate when all of the Registrable Shares Securities covered by such Demand Registration have been sold pursuant to such Demand Registration or otherwise disposed of by the Investorsuch Initiating Shareholders. If the Company shall withdraw any Demand Registration pursuant to Section 5 before such 60 days end and before all 2(c) (a “Withdrawn Demand Registration”), the Initiating Shareholders of the Registrable Shares Securities remaining unsold and originally covered by such Withdrawn Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration which (subject to the provisions of this Section 2) the Company shall use its reasonable best efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) which is ninety (90) days (or three hundred (300) days in the case of a shelf S-3 Registration Statement) from the effective date of such Demand Registration and (ii) on which all of the Registrable Securities covered by such Demand Registration have been sold or otherwise disposed of such Initiating Shareholders. Each such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of If Moelis or any Shareholder(s) request(s) a Demand Registration for an underwritten offering and if such offering is priced promptly on or after such datepursuant to Section 2(a) above, the Company shall use reasonable best efforts to keep such Demand Registration Statement shall not be deemed to have been effected unless such Demand Registration has been effective for a period equal to 60 ninety (90) days (or three hundred (300) days in the case of a shelf S-3 Registration Statement) from the date on which the SEC declares such date Demand Registration effective (or if such Demand Registration is not effective during any period within such ninety (90) days (or three hundred (300) days in the case of a shelf S-3 Registration Statement), such ninety (90)-day (or three hundred (300)-day in the case of a shelf S-3 Registration Statement) period shall be extended by the number of days during such period when such Demand Registration is not effective), or such shorter period which shall terminate when all of the Registrable Shares Securities covered by such Demand Registration have been sold pursuant to such Demand Registration or otherwise disposed of by the InvestorMoelis or such Shareholder(s). If the Company shall withdraw any Demand Registration pursuant to Section 5 before such 60 days end and before all 2(c) (a “Withdrawn Demand Registration”), the Shareholders of the Registrable Shares Securities remaining unsold and originally covered by such Withdrawn Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration which (subject to the provisions of this Section 2) the Company shall use its reasonable best efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) which is ninety (90) days (or three hundred (300) days in the case of a shelf S-3 Registration Statement) from the effective date of such Demand Registration and (ii) on which all of the Registrable Securities covered by such Demand Registration have been sold or otherwise disposed of by Moelis or such Shareholder(s). Each such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such dateStatement filed pursuant to this Agreement has become effective, the Company shall use its commercially reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 60 one hundred eighty (180) days from the date on which the SEC declares such date Demand Registration Statement effective (or if such Demand Registration Statement is not effective during any period within such one hundred eighty (180) days, such 180-day period shall be extended by the number of days during such period when such Demand Registration Statement is not effective), or such shorter period which that shall terminate when all of the Registrable Shares covered by such Demand Registration Statement have been sold by the Investorpursuant to such Demand Registration. If the Company shall withdraw or reduce the number of shares of Registrable Shares that is subject to any Demand Registration pursuant to Section 5 before 2(d)(i) (a “Withdrawn Demand Registration”), the Initiating Holders of the Registrable Shares remaining unsold and originally covered by such 60 Withdrawn Demand Registration shall be entitled to a replacement Demand Registration that (subject to the provisions of this Section 2(b)) the Company shall use its commercially reasonable best efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) that is one hundred eighty (180) days end from the effective date of such Demand Registration and before (ii) on which all of the Registrable Shares covered by such Demand Registration have has been sold pursuant thereto, the Investor shall be entitled to a replacement sold. Such additional Demand Registration which otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any registration statement filed pursuant to a Demand Registration for an underwritten offering and if such offering is priced promptly on or after such datehas become effective, the Company shall use its commercially reasonable best efforts to keep such Demand Registration Statement registration statement effective for a period equal to 60 180 days from the date on which the SEC declares such date registration statement effective (or if such registration statement is not effective during any period within such 180 days, such 180-day period shall be extended by the number of days during such period when such registration statement is not effective), or such shorter period which shall terminate when all of the Registrable Shares Securities covered by such Demand Registration have been sold by the Investor. If the Company shall withdraw any Demand Registration pursuant to Section 5 before such 60 days end and before all of the Registrable Shares covered by such Demand Registration registration statement have been sold pursuant theretoto such registration statement, the Investor shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if provided, however, that (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution 180-day period shall be extended for a period of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable time equal to the Investor or its Affiliates (other than period the Company and its controlled Affiliates) and Holders whose Shares are to be included in such interference is not thereafter eliminated so as to permit registration refrain from selling any securities included in such registration at the completion request of an underwriter of the contemplated distribution of Registrable Shares or Securities; and (ii) in the case of any registration of Registrable Securities on Form S-3 which are intended to be offered on a continuous or delayed basis, such 180-day period shall be extended, if necessary, to keep the registration statement effective until all such Registrable Securities are sold, however in no event longer than one year from the effective date of the registration statement and provided that Rule 415, or any successor rule under the Securities Act, permits an underwritten offeringoffering on a continuous or delayed basis, and provided further that applicable rules under the Securities Act governing the obligation to file a post-effective amendment permit, in lieu of filing a post-effective amendment that (I) includes any prospectus required by Section 10(a)(3) of the Securities Act or (II) reflects facts or events representing a material or fundamental change in the information set forth in the registration statement, the conditions specified incorporation by reference of information required to be included in (I) and (II) above to be contained in periodic reports filed pursuant to Section 13 or 15(d) of the Exchange Act in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statementregistration statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such dateStatement filed pursuant to this Agreement has become effective, the Company shall use its reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 60 one hundred eighty (180) calendar days from the date on which the Commission declares such date Demand Registration Statement effective (or if such Demand Registration Statement is not effective during any period within such one hundred eighty (180) calendar days, such 180 calendar day period shall be extended by the number of days during such period when such Demand Registration Statement is not effective), or such shorter period which that shall terminate when all of the Registrable Shares Securities covered by such Demand Registration Statement have been sold by the Investorpursuant to such Demand Registration. If the Company shall withdraw or reduce the number of shares of Registrable Securities that is subject to any Demand Registration pursuant to Section 5 before such 60 days end and before all 2(d)(i) (a “Withdrawn Demand Registration”), the Demand Holders of the Registrable Shares Securities remaining unsold and originally covered by such Withdrawn Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration that (subject to the provisions of this Section 2(b)) the Company shall use its reasonable best efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) that is one hundred eighty (180) calendar days from the effective date of such Demand Registration and (ii) on which all of the Registrable Securities covered by such Demand Registration have been sold. Such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such dateStatement filed pursuant to Section 1(a) has become effective, the Company shall use its reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 60 of either (i) 180 days from the date on which the Commission declares such date Registration Statement effective (or if such Registration Statement is not effective during any period within such 180 days or if disposition of Registrable Securities is suspended in the circumstances described in Section 6(b), such 180-day period shall be extended by the number of days during such period when such Registration Statement is not effective or is suspended as provided in Section 6(b)) or, if such Registration Statement relates to an underwritten offering, such longer period as in the opinion of counsel for the underwriters a prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer or (ii) such shorter period which shall terminate when all of the Registrable Shares Securities covered by such Demand Registration Statement have been sold by the Investor. If the Company shall withdraw any Demand Registration pursuant to Section 5 before such 60 days end and before all of the Registrable Shares covered by such Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration which shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement. After any Shelf Registration Statement filed pursuant to Section 1(c) has become effective, the Company agrees to use its reasonable best efforts to keep the Shelf Registration Statement continuously effective and usable for the resale of the Registrable Securities registered thereunder for a period ending on the first date on which all the Registrable Securities covered by such Shelf Registration Statement shall have been sold pursuant to such Shelf Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such datefiled pursuant to this Agreement has become effective, the Company shall use its commercially reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 60 one year from the date on which the SEC declares such Demand Registration effective (or if such Demand Registration is not effective during any period within such period, such period shall be extended by the number of days from during such date period when such Demand Registration is not effective), or such shorter period which shall terminate when all of the Registrable Common Shares covered by such Demand Registration have been sold pursuant to such Demand Registration or are otherwise permitted to be resold freely by the Investorall selling shareholders in such Demand Registration under Rule 144 without regard to volume. If the Company shall withdraw any Demand Registration pursuant to Section 5 before 2(d) (a “Withdrawn Demand Registration”), the Initiating Holders of the Registrable Common Shares remaining unsold and originally covered by such 60 days end Withdrawn Demand Registration shall be entitled to a replacement Demand Registration which (subject to the provisions of this Section 2) the Company shall use its best efforts to keep effective for a period commencing on the effective date of such Demand Registration and before ending on the earlier to occur of the date (i) which is one year from the effective date of such Demand Registration and (ii) on which all of the Registrable Common Shares covered by such Demand Registration have been sold pursuant thereto, the Investor shall or are otherwise permitted to be entitled to a replacement resold freely by all selling shareholders in such Demand Registration which under Rule 144 without regard to volume. Such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such dateStatement filed pursuant to this Agreement has become effective, the Company shall use reasonable its best efforts to keep such Demand Registration Statement effective for a period equal to 60 one hundred eighty (180) days from the date on which the SEC declares such date Demand Registration Statement effective (or if such Demand Registration Statement is not effective during any period within such one hundred eighty (180) days, such 180-day period shall be extended by the number of days during such period when such Demand Registration Statement is not effective), or such shorter period which that shall terminate when all of the Registrable Shares covered by such Demand Registration Statement have been sold by the Investorpursuant to such Demand Registration. If the Company shall withdraw or reduce the number of shares of Registrable Shares that is subject to any Demand Registration pursuant to Section 5 before 2(b)(ii) (a “Withdrawn Demand Registration”), the Initiating Holders of the Registrable Shares remaining unsold and originally covered by such 60 Withdrawn Demand Registration shall be entitled to a replacement Demand Registration that (subject to the provisions of this Section 2(b)) the Company shall use its commercially reasonable efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) that is one hundred eighty (180) days end from the effective date of such Demand Registration and before (ii) on which all of the Registrable Shares covered by such Demand Registration have has been sold pursuant thereto, the Investor shall be entitled to a replacement sold. Such additional Demand Registration which otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such dateStatement filed pursuant to this Agreement has become effective, the Company shall use its commercially reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 60 one hundred eighty (180) days from the date on which the SEC declares such date Demand Registration Statement effective (or if such Demand Registration Statement is not effective during any period within such one hundred eighty (180) days, such 180-day period shall be extended by the number of days during such period when such Demand Registration Statement is not effective), or such shorter period which that shall terminate when all of the Registrable Shares covered by such Demand Registration Statement have been sold by the Investorpursuant to such Demand Registration. If the Company shall withdraw or reduce the number of shares of Registrable Shares that is subject to any Demand Registration pursuant to Section 5 before 2(b)(ii) (a “Withdrawn Demand Registration”), the Initiating Holders of the Registrable Shares remaining unsold and originally covered by such 60 Withdrawn Demand Registration shall be entitled to a replacement Demand Registration that (subject to the provisions of this Section 2(b)) the Company shall use its commercially reasonable best efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) that is one hundred eighty (180) days end from the effective date of such Demand Registration and before (ii) on which all of the Registrable Shares covered by such Demand Registration have has been sold pursuant thereto, the Investor shall be entitled to a replacement sold. Such additional Demand Registration which otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such dateStatement filed pursuant to this Agreement has become effective, the Company shall use its commercially reasonable best efforts to keep such Demand Registration Statement effective for a period equal to 60 [one hundred eighty (180) days] from the date on which the SEC declares such Demand Registration Statement effective (or if such Demand Registration Statement is not effective during any period within such one hundred eighty (180) days, such 180-day period shall be extended by the number of days from during such date period when such Demand Registration Statement is not effective), or such shorter period which that shall terminate when all of the Registrable Shares covered by such Demand Registration Statement have been sold by the Investorpursuant to such Demand Registration. If the Company shall withdraw or reduce the number of shares of Registrable Shares that is subject to any Demand Registration pursuant to Section 5 before 2(b)(ii) (a “Withdrawn Demand Registration”), the Initiating Holders of the Registrable Shares remaining unsold and originally covered by such 60 Withdrawn Demand Registration shall be entitled to a replacement Demand Registration that (subject to the provisions of this Section 2(b)) the Company shall use its commercially reasonable best efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) that is one hundred eighty (180) days end from the effective date of such Demand Registration and before (ii) on which all of the Registrable Shares covered by such Demand Registration have has been sold pursuant thereto, the Investor shall be entitled to a replacement sold. Such additional Demand Registration which otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.

Effective Period of Demand Registrations. Upon the date of effectiveness of After any Demand Registration for an underwritten offering and if such offering is priced promptly on or after such datefiled pursuant to this Agreement has become effective, the Company Trust shall use reasonable its best efforts to keep such Demand Registration Statement effective for a period equal to 60 one hundred and eighty (180) days from the date on which the SEC declares such date Demand Registration effective (or if such Demand Registration is not effective during any period within such one hundred and eighty (180) days, such 180-day period shall be extended by the number of days during such period when such Demand Registration is not effective), or such shorter period which that shall terminate when all of the Registrable Common Shares covered by such Demand Registration have has been sold by the Investorpursuant to such Demand Registration. If the Company Trust shall withdraw or reduce the number of shares of Registrable Common Shares that is subject to any Demand Registration pursuant to Section 5 before such 60 days end and before all 2(b) hereof (a “Withdrawn Demand Registration”), the Initiating Holders of the Registrable Common Shares remaining unsold and originally covered by such Withdrawn Demand Registration have been sold pursuant thereto, the Investor shall be entitled to a replacement Demand Registration that (subject to the provisions of this Section 2) the Trust shall use its best efforts to keep effective for a period commencing on the effective date of such Demand Registration and ending on the earlier to occur of the date (i) that is one hundred and eighty (180) days from the effective date of such Demand Registration and (ii) on which all of the Registrable Common Shares covered by such Demand Registration has been sold. Such additional Demand Registration otherwise shall be subject to all of the provisions of this Agreement. A Demand Registration shall not count against the limit on the number of such registrations set forth in Section 2(b) if (i) after the applicable Registration Statement has become effective, such Registration Statement or the related offer, sale or distribution of Registrable Shares thereunder becomes the subject of any stop order, injunction or other order or restriction imposed by the SEC or any other governmental agency or court for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates) and such interference is not thereafter eliminated so as to permit the completion of the contemplated distribution of Registrable Shares or (ii) in the case of an underwritten offering, the conditions specified in the related underwriting agreement, if any, are not satisfied or waived for any reason not attributable to the Investor or its Affiliates (other than the Company and its controlled Affiliates), and as a result of any such circumstances described in clause (i) or (ii), less than 75% of the Registrable Shares covered by the Registration Statement are sold by the Investor pursuant to such Registration Statement.