Common use of No Inconsistent Agreements; Additional Rights Clause in Contracts

No Inconsistent Agreements; Additional Rights. The Company hereby covenants and agrees that neither the Company nor any of its Subsidiaries shall hereafter enter into, and neither the Company nor any of its Subsidiaries is currently a party to, any agreement with respect to its securities that is inconsistent with the rights granted to the holders of Registrable Securities by this Agreement. Without the prior written consent of each Registration Rights Party, neither the Company nor any of its Subsidiaries shall grant to any Person or agree to otherwise become obligated in respect of the rights of registration in the nature or substantially in the nature of those set forth in Section 2 of this Agreement that would have priority over the Registrable Securities with respect to the inclusion of such securities in any registration, and the Company hereby represents and warrants that, as of the date hereof, no registration or similar rights have been granted to any other Person other than pursuant to this Agreement, the Subscription Agreements and the Existing Registration Rights Agreement; provided that, without the prior written consent of each Registration Rights Party, neither the Existing Registration Rights Agreement nor the Subscription Agreements may be amended in a way that would result in such agreements being inconsistent with or violating the rights granted to the Registration Rights Parties by this Agreement or resulting in the holders thereunder having rights that are more favorable to such holders or prospective holders than the rights granted to the Registration Rights Parties hereunder; provided, further, that no additional parties shall be granted registration rights under the Existing Registration Rights Agreement (other than “Permitted Transferees” as defined therein) without the prior written consent of the Registration Rights Parties. For the avoidance of doubt, the Registration Rights Parties each acknowledge and agree that the Company may include securities of the parties to the Subscription Agreement and the Existing Registration Rights Agreement on the Resale Shelf Registration Statement.

No Inconsistent Agreements; Additional Rights. The Company hereby covenants and agrees that neither the Company nor any of its Subsidiaries shall hereafter enter intohas not entered, and neither the Company nor any of its Subsidiaries is currently a party toshall not hereafter enter, into any agreement with respect to its securities that which is inconsistent with the rights granted to the holders of Registrable Securities by Holders in this Agreement. Without the prior written consent of each Registration Rights Party, neither If the Company nor has entered into or enters into a registration rights agreement with a third party, the Company shall promptly send a copy thereof to the Holders. If such registration rights agreement provides such third party with terms more favorable than those set forth herein with respect to Holders of an equal or greater number of the Company’s Common Stock (determined by reference to the Common Stock held by the Sponsor Holders collectively, on the one hand, and the Common Stock held by the Non-Sponsor Holders collectively, on the other), this Agreement shall, to the extent so requested by any such Holders, be amended so as to provide such Holders with substantially the same material terms as provided to such other third party. In the event the Company engages in a merger or consolidation in which the shares of Common Stock are converted into Securities of another company, appropriate arrangements shall be made so that the registration rights provided under this Agreement continue to be provided to Holders by the issuer of such Securities. To the extent such new issuer, or any other company acquired by the Company in a merger or consolidation, was bound by registration rights that would conflict with the provisions of this Agreement, the Company shall use its best efforts to modify any such “inherited” registration rights so as not to interfere in any material respects with the rights provided under this Agreement. In addition, in the event that the Company effects the separation of any portion of its Subsidiaries business into one or more entities (each, a “NewCo”), whether existing or newly formed, including without limitation by way of spin-off, split-off, carve-out, demerger, recapitalization, reorganization or similar transaction, and any Holder will receive equity interests in any such NewCo as part of such separation, the Company shall grant cause any such NewCo to any Person or agree enter into a registration rights agreement with each such Holder that provides each such Holder with registration rights vis-á-vis such NewCo that are substantially identical to otherwise become obligated in respect of the rights of registration in the nature or substantially in the nature of those set forth in Section 2 of this Agreement that would have priority over the Registrable Securities with respect to the inclusion of such securities in any registration, and the Company hereby represents and warrants that, as of the date hereof, no registration or similar rights have been granted to any other Person other than pursuant to this Agreement, the Subscription Agreements and the Existing Registration Rights Agreement; provided that, without the prior written consent of each Registration Rights Party, neither the Existing Registration Rights Agreement nor the Subscription Agreements may be amended in a way that would result in such agreements being inconsistent with or violating the rights granted to the Registration Rights Parties by this Agreement or resulting in the holders thereunder having rights that are more favorable to such holders or prospective holders than the rights granted to the Registration Rights Parties hereunder; provided, further, that no additional parties shall be granted registration rights under the Existing Registration Rights Agreement (other than “Permitted Transferees” as defined therein) without the prior written consent of the Registration Rights Parties. For the avoidance of doubt, the Registration Rights Parties each acknowledge and agree that the Company may include securities of the parties to the Subscription Agreement and the Existing Registration Rights Agreement on the Resale Shelf Registration Statement.

No Inconsistent Agreements; Additional Rights. The Company hereby covenants and agrees that neither Neither the Company nor any of its Subsidiaries shall hereafter enter into, and neither the Company nor any of its Subsidiaries is currently a party to, any agreement with respect to its securities that is inconsistent with the rights granted to the holders of Registrable Securities by this Agreement. Without the prior written consent of each Registration Rights Party, neither the Company nor any of its Subsidiaries shall grant to any Person or agree to otherwise become obligated in respect of the rights of registration in the nature or substantially in the nature of those set forth in Section 2 of this Agreement that would have priority over or parity with the Registrable Securities with respect to the inclusion of such securities in any registration, and the Company hereby represents and warrants that, as of the date hereof, no registration or similar rights have been granted to any other Person other than pursuant to this Agreement, the Subscription Agreements and the Existing Registration Rights AgreementAgreement and the Subscription Agreements (as defined in the Business Combination Agreements); provided that, without the prior written consent of each Registration Rights Party, neither the Existing Registration Rights Agreement nor the Subscription Agreements may be amended in a way that would result in such agreements being inconsistent with or violating the rights granted to the Registration Rights Parties by this Agreement or resulting in the holders thereunder having rights that are more favorable to such holders or prospective holders than the rights granted to the Registration Rights Parties hereunder; provided, further, provided further that no additional parties shall be granted registration rights under the Existing Registration Rights Agreement (other than “Permitted Transferees” as defined therein) without the prior written consent of the Registration Rights Parties. For the avoidance of doubt, the Registration Rights Parties each Party acknowledge and agree that the Company may include securities of the parties to the Subscription Existing Registration Rights Agreement and the Existing Registration Rights Subscription Agreement on the Resale Shelf Registration Statement.

No Inconsistent Agreements; Additional Rights. The Company and WLRS hereby covenants acknowledge and agrees agree that neither (i) the Prior Agreement shall be terminated and cancelled and (ii) the rights and privileges set forth in this Article IV shall effective, as of the Company nor any Merger Effective Time. For avoidance of its Subsidiaries doubt, upon effectiveness, the rights and privileges set forth in this Article IV shall be in lieu of, and not in addition to, those set forth in the Prior Agreement. The Company shall not hereafter enter into, and neither and, after giving effect to the Company nor any of its Subsidiaries termination described in this Section 4.6 is not currently a party to, any agreement with respect to its securities that which is inconsistent with the rights granted the Selling Equityholders pursuant to Section 2.3 and Section 2.9 of the Merger Agreement, including the Company’s obligations with respect to the holders offering and sale of any Remaining Excess Shares or the rights granted to the Holders of Registrable Securities by this Agreement. Without the prior written consent of each Registration Rights Partythe Qualifying Shareholders, neither or, as long as the Company nor any of its Subsidiaries shall grant to any Person or agree to otherwise become obligated in respect of the rights of registration in the nature or substantially in the nature of those set forth in Section 2 of this Agreement that would have priority over the Registrable Securities has obligations with respect to any Remaining Excess Shares, the inclusion of such securities in Selling Equityholders, the Company shall not enter into any registrationagreement granting registration or similar rights to any Person, and the Company hereby represents and warrants that, as of the date hereof, no registration or similar rights have been granted to any other Person other than pursuant to this Agreement. Notwithstanding the foregoing, the Subscription Agreements Company may enter into a customary registration rights agreement in connection with the Equity Financing with respect to purchasers other than WLRS, (which may also include the 30,000 shares transferred by WLRS to the Company’s three (3) independent directors) with similar size limitations on Underwritten Offerings and PiggyBack Requests as set forth in this Article 4 unless otherwise consented to by TPG. Such registration rights agreement may provide for the Existing filing of a resale Shelf Registration Rights Agreement; provided that, without Statement covering all shares of common stock issued in the Equity Financing (other than those purchased by WLRS) within fifteen (15) days following the consummation of the Mergers and will be subject to the prior written consent of each Registration Rights PartyTPG, neither the Existing Registration Rights Agreement nor the Subscription Agreements which may not be amended in a way that would result in such agreements being inconsistent with or violating the rights granted to the Registration Rights Parties by this Agreement or resulting in the holders thereunder having rights that are more favorable to such holders or prospective holders than the rights granted to the Registration Rights Parties hereunder; provided, further, that no additional parties shall be granted registration rights under the Existing Registration Rights Agreement (other than “Permitted Transferees” as defined therein) without the prior written consent of the Registration Rights Parties. For the avoidance of doubt, the Registration Rights Parties each acknowledge and agree that the Company may include securities of the parties to the Subscription Agreement and the Existing Registration Rights Agreement on the Resale Shelf Registration Statementunreasonably withheld.

No Inconsistent Agreements; Additional Rights. The Company hereby covenants and agrees that neither any Person (other than a Holder) exercising a contractual right to demand Registration, as the Company nor any of its Subsidiaries shall hereafter enter intocase may be, proposes to sell, (ii) second, and neither only if all the Company nor any of its Subsidiaries is currently a party tosecurities referred to in clause (i) have been included, any agreement with respect to its securities that is inconsistent with the rights granted to the holders number of Registrable Securities by this Agreement. Without the prior written consent of each Registration Rights Partythat, neither the Company nor any of its Subsidiaries shall grant to any Person or agree to otherwise become obligated in respect of the rights of registration in the nature opinion of such managing underwriter or substantially underwriters, can be sold without having such adverse effect in such Registration, which such number shall be allocated pro rata among the Holder(s) that have requested to participate in such Registration based on the relative number of Registrable Securities then held by the Holder(s) (provided that any securities thereby allocated to the Holder(s) that exceed the Holder(s)’s request shall be reallocated among the remaining requesting iinvestors in like manner),and (iii) third, only if all the securities referred to in clause (ii) have been included, the number of Registrable Securities that, in the nature opinion of those set forth such managing underwriter or underwriters, can be sold without having such adverse effect in Section 2 such Registration, which such number shall be allocated pro rata among the Holders (excluding the Holder(s)) that have requested to participate in such Registration based on the relative number of this Agreement Registrable Securities then held by each such Holder (provided that would have priority over any securities thereby allocated to a Holder that exceed such Holder’s request shall be reallocated among the remaining requesting Holders in like manner) and (iv) fourth, and only if all of the Registrable Securities with respect referred to the in clause (iii) have been included in such Registration, any other securities eligible for inclusion of in such securities in any registration, and the Company hereby represents and warrants Registration that, as in the opinion of the date hereofmanaging underwriter or underwriters, no registration or similar rights have been granted to any other Person other than pursuant to this Agreement, the Subscription Agreements and the Existing Registration Rights Agreement; provided that, can be sold without the prior written consent of each Registration Rights Party, neither the Existing Registration Rights Agreement nor the Subscription Agreements may be amended in a way that would result having such adverse effect in such agreements being inconsistent with or violating the rights granted to the Registration Rights Parties by this Agreement or resulting in the holders thereunder having rights that are more favorable to such holders or prospective holders than the rights granted to the Registration Rights Parties hereunder; provided, further, that no additional parties shall be granted registration rights under the Existing Registration Rights Agreement (other than “Permitted Transferees” as defined therein) without the prior written consent of the Registration Rights Parties. For the avoidance of doubt, the Registration Rights Parties each acknowledge and agree that the Company may include securities of the parties to the Subscription Agreement and the Existing Registration Rights Agreement on the Resale Shelf Registration StatementRegistration.