Common use of Initial Demand Registration Clause in Contracts

Initial Demand Registration. At any time after the second anniversary of the Merger Closing Date, any Principal Stockholder (by itself or together with its Ultimate Parent Entity and its Ultimate Parent Entity’s Controlled Affiliates and any of its Partial Rights Transferees) beneficially owning, in the aggregate, 40% or more of the outstanding Common Shares (the “Initial Requesting Holder”) may request registration under the Securities Act of all or any portion of the Registrable Shares beneficially owned by such Initial Requesting Holder on Form S-1 or similar long-form registration statement as part of an underwritten offering (the “Initial Demand Registration”); provided that such Initial Requesting Holder shall only be entitled to make such Initial Demand Registration if the aggregate offering price of the Registrable Shares to be sold in such offering is reasonably expected to be at least $75 million. The Initial Requesting Holder may request that the Initial Demand Registration be a firm commitment underwritten offering. At the request of the Initial Requesting Holder, if (A) it is necessary in order to comply with the rules and regulations of any applicable Self-Regulatory Organization or (B) if the managing and lead underwriters, in their reasonable judgment, determine that it is advisable and inform the Initial Requesting Holder and the Company of such determination, the Company will cause the automatic conversion of the Class B Shares into Class A Shares as set forth in the Certificate of Incorporation.

Initial Demand Registration. At any time after the second anniversary of the Merger Closing Datedate of this Agreement, any Principal Stockholder (by itself or together with its Ultimate Parent Entity and its Ultimate Parent Entity’s Controlled Affiliates and any of its Partial Rights Transferees) beneficially owning, in the aggregate, 40% or more of the outstanding Common Shares (the “Initial Requesting Holder”) may request registration under the Securities Act of all or any portion of the Registrable Shares beneficially owned by such Initial Requesting Holder on Form S-1 or similar long-form registration statement as part of an underwritten offering (the “Initial Demand Registration”); provided that such Initial Requesting Holder shall only be entitled to make such Initial Demand Registration if the aggregate offering price of the Registrable Shares to be sold in such offering is reasonably expected to be at least $75 million. The Initial Requesting Holder may request that the Initial Demand Registration be a firm commitment underwritten offering. At the request of the Initial Requesting Holder, if (A) it is necessary in order to comply with the rules and regulations of any applicable Self-Regulatory Organization or (B) if the managing and lead underwriters, in their reasonable judgment, determine that it is advisable and inform the Initial Requesting Holder and the Company of such determination, the Company will cause the automatic conversion of the Class B Shares into Class A Shares as set forth in the Certificate of Incorporation.

Initial Demand Registration. At any time after the second anniversary of the Merger Closing Date, any Principal Stockholder (by itself or together with its Ultimate Parent Entity and its Ultimate Parent Entity’s Controlled Affiliates and any of its Partial Rights Transferees) beneficially owning, in the aggregate, 40% or more of the outstanding Common Shares (the “Initial Requesting Holder”) may request registration under the Securities Act of all or any portion of the Registrable Shares beneficially owned by such Initial Requesting Holder on Form S-1 or similar long-form registration statement as part of an underwritten offering (the “Initial Demand Registration”); provided that such Initial Requesting Holder shall only be entitled to make such Initial Demand Registration if the aggregate offering price of the Registrable Shares to be sold in such offering is reasonably expected to be at least $75 million. The Initial Requesting Holder may request that the Initial Demand Registration be a firm commitment underwritten offering. At the request of the Initial Requesting Holder, if (A) it is necessary in order to comply with the rules and regulations of any applicable Self-Self- Regulatory Organization or (B) if the managing and lead underwriters, in their reasonable judgment, determine that it is advisable and inform the Initial Requesting Holder and the Company of such determination, the Company will cause the automatic conversion of the Class B Shares into Class A Shares as set forth in the Certificate of Incorporation.

Initial Demand Registration. At any time after the second anniversary of the Merger Closing Datedate of this Agreement, any Principal Stockholder (by itself or together with its Ultimate Parent Entity and its Ultimate Parent Entity’s Controlled [Controlled] Affiliates and any of its Partial Rights Transferees) beneficially owning, in the aggregate, 40% or more of the outstanding Common Shares (the “Initial Requesting Holder”) may request registration under the Securities Act of all or any portion of the Registrable Shares beneficially owned by such Initial Requesting Holder on Form S-1 or similar long-form registration statement as part of an underwritten offering (the “Initial Demand Registration”); provided that such Initial Requesting Holder shall only be entitled to make such Initial Demand Registration if the aggregate offering price of the Registrable Shares to be sold in such offering is reasonably expected to be at least $75 million. The Initial Requesting Holder may request that the Initial Demand Registration be a firm commitment underwritten offering. At the request of the Initial Requesting Holder, if (A) it is necessary in order to comply with the rules and regulations of any applicable Self-Regulatory Organization or (B) if the managing and lead underwriters, in their reasonable judgment, determine that it is advisable and inform the Initial Requesting Holder and the Company of such determination, the Company will cause the automatic conversion of the Class B Shares into Class A Shares as set forth in the Certificate of Incorporation.