Right to Demand a Non-Shelf Registered Offering. Subject to the limitations set forth in this Agreement, upon the written demand of Corsair, made at any time and from time to time, the Company will facilitate in the manner described in this Agreement an underwritten non-shelf registered offering of the shares requested by Corsair to be included in such offering. Any demanded non-shelf registered offering may, at the Company’s option, include securities to be sold by the Company for its own account and will also include shares to be sold by Stockholders that exercise their related piggyback rights under Section 2.2 on a timely basis in accordance with Section 3.2 hereof, along with securities of any other security holders of the Company with contractual piggyback registration rights, including the holders of Founder Securities pursuant to the Founder Registration Rights Agreement, in each case, subject to Section 3.5 hereof. Notwithstanding anything to the contrary contained herein, Corsair shall not be entitled to make a demand under this Section 2.1 unless it requests to include in such offering shares with an aggregate offering price of at least $3,000,000 or, if less, all of the shares then owned by Corsair.
Right to Demand a Non-Shelf Registered Offering. Upon the demand of one or more of the Stockholders made at any time and from time to time after the expiration of the lockup period applicable to the Company’s IPO, the Company will facilitate in the manner described in this Agreement a non-shelf registered offering and sale of the shares requested by the demanding Stockholders to be included in such offering, together with any piggyback shares, as described below. A demand by the Stockholders for a non-shelf registered offering that will result in the imposition of a lockup on the Company and the Stockholders may not be made unless the shares requested to be sold by the demanding Stockholders in such offering have an aggregate market value (based on the most recent closing price of the Company’s common stock at the time of the demand) of at least $100 million. Any demanded non-shelf registered offering may, at the Company’s option, include shares to be sold by the Company for its own account and will also include shares to be sold by Stockholders that exercise their related piggyback rights in accordance with this Agreement.
Right to Demand a Non-Shelf Registered Offering. Following the six month anniversary of the date of closing of the IPO, and so long as the Company is not eligible to use Form S-3, upon the demand of one or more Sponsor Demand Holders (subject to any applicable Lock-Up Period), the Company will facilitate in the manner described in this Agreement a non-shelf registered offering of the ABS Registrable Securities requested by such Sponsor Demand Holders to be included in such offering. Any demanded non-shelf registered offering may, at the Company’s option, include (i) shares to be sold by the Company for its own account, (ii) shares owned by officers or directors of the Company or other ABS Holders who have contractual rights to be included therein and (iii) shares to be sold by ABS Holders that exercise their related piggyback rights on a timely basis in accordance with Section 2.2. Notwithstanding the foregoing, Sponsor Demand Holders may not demand a non-shelf registered offering unless (i) (a) the amount of ABS Registrable Securities requested to be sold by the demanding Sponsor Demand Holders in such offering is equal to at least five percent (5%) of the total amount of Post-IPO Total Outstanding Common Stock, or (b) such request includes all of the remaining ABS Registrable Securities held by such Sponsor Demand Holders, and (ii) the holders of a majority of the then outstanding ABS Registrable Securities consent in writing to such demand for a non-shelf registered offering.
Right to Demand a Non-Shelf Registered Offering. Upon the demand of at any time and from time to time after the expiration or waiver of the underwriter lock-up period applicable to the Company’s IPO, the Company will facilitate in the manner described in this Agreement a non-shelf registered offering of the Shares requested by the demanding Carlyle Stockholders to be included in such offering. A demand by Carlyle Stockholders for a non-shelf registered offering that will result in the imposition of a lockup on the Company and the Stockholders may not be made unless the Shares requested to be sold by the demanding Carlyle Stockholders in such offering have an aggregate market value (based on the most recent closing price of the Common Stock at the time of the demand) of at least $50 million or such lesser amount if all Shares held by the demanding Carlyle Stockholders are requested to be sold. Subject to Section 4.2(e) below, any demanded non-shelf registered offering may, at the Company’s option, include Shares to be sold by the Company for its own account and will also include Shares to be sold by other holders of Shares with similar rights that exercise their related piggyback rights on a timely basis.
Right to Demand a Non-Shelf Registered Offering. (a) If at any time on or after the 180th day following the Effective Date, there is no effective Shelf Registration Statement on file with the SEC, then upon the written demand of Cadent (a “Cadent Demand Notice”) or HoldCo (a “HoldCo Demand Notice”), PubCo will facilitate in the manner described in this Agreement a non-shelf registered offering of Registrable Securities requested by any such demanding Securityholder to be included in such offering, provided that (i) the market value, based on the closing price of PubCo’s Class A Common Stock on the Business Day immediately preceding the date of the Demand Notice, of the aggregate amount of Registrable Securities held by the Securityholders that are requested in such Demand Notice to be included in such registered offering or underwritten takedown, as applicable, is at least $25,000,000, and (ii) each of Cadent and HoldCo shall be entitled to only three such non-shelf registered offering demands. For the avoidance of doubt, the exercise of a demand for a non-shelf registered offering by a permitted assign of Cadent or HoldCo shall count as a demand by Cadent or HoldCo, as applicable, for a non-shelf registered offering.
Right to Demand a Non-Shelf Registered Offering. Upon the demand of (i) a Blackstone Entity made at any time and from time to time or (ii) a Co-Investor made after expiration of the Coordination Period, the IPO Entity will, in each case, subject to Section 2.12, facilitate in the manner described in this Agreement a non-shelf registered offering of the Alight Inc. has requested confidential treatment of this registration statement and associated correspondence pursuant to Rule 83 of the Securities and Exchange Commission. Registrable Securities requested by such Blackstone Entity or Co-Investor to be included in such offering. Any demanded non-shelf registered offering may, at the IPO Entity’s option, include Capital Stock of the IPO Entity to be sold by the IPO Entity for its own account and will also include Registrable Securities to be sold by Holders that exercise their related piggyback rights in accordance with this Agreement. Promptly upon receiving any demand (but in no event, more than 90 days after receipt of a demand for such registration), the IPO Entity shall use its reasonable best efforts to file a registration statement relating to such demand. The IPO Entity shall use its reasonable best efforts to cause such registration to promptly be declared effective under (x) the Securities Act and (y) the blue sky laws of such jurisdictions as any participating Holder or any underwriter, if any, reasonably requests.
Right to Demand a Non-Shelf Registered Offering. (a) Upon the written demand of one or more of the Refinitiv Holders or the Bank Holders made at any time and from time to time (a “Demand Notice”), the Company will facilitate in the manner described in this Agreement a non-shelf registered offering of the Registrable Securities requested by such Refinitiv Holders or Bank Holders to be included in such offering; provided, however, that if a Demand Notice is delivered prior to the expiration of the Initial Lock-up Period, the Company shall not be obligated to publicly file, but may be obligated to prepare and confidentially submit, a registration statement related to such Demand Notice prior to the expiration of the Initial Lock-up Period.
Right to Demand a Non-Shelf Registered Offering. Upon the demand of the Carlyle Stockholders at any time and from time to time after the Effective Date (as defined in the Implementation Agreement), the Company will facilitate in the manner described in this Agreement a non-shelf registered offering of the Shares requested by the demanding Carlyle Stockholders to be included in such offering; provided that not more than five (5) demands may be made pursuant to this Section 3.1(a) (provided that, any demand that does not result in a sale of shares by the Carlyle Stockholders in excess of $100 million shall not be deemed one of such five (5) demands). A demand by Carlyle Stockholders for a non-shelf registered offering that will result in the imposition of a lockup on the Company and the Stockholders may not be made unless the Shares requested to be sold by the demanding Carlyle Stockholders in such offering have an aggregate market value (based on the most recent closing price of the Common Stock at the time of the demand) of at least $100 million in gross proceeds or such lesser amount if all Shares held by the demanding Carlyle Stockholders are requested to be sold. Subject to the cutback provisions of Section 3.2(e) below, any demanded non-shelf registered offering may, at the Company’s option, include Shares to be sold by the Company for its own account and will also include Shares to be sold by other holders of Shares with similar rights that exercise their related piggyback rights on a timely basis.
Right to Demand a Non-Shelf Registered Offering. Upon the demand of one or more LGP Stockholders at any time and from time to time after the expiration or waiver of the underwriter lock-up period applicable to the Initial Public Offering, the Company will facilitate in the manner described in this Agreement a non-shelf registered offering of the Shares requested by the demanding LGP Stockholders to be included in such offering. A demand by LGP Stockholders for a non-shelf registered offering that will result in the imposition of a lockup on the Company and the Stockholders may not be made unless the Shares requested to be sold by the demanding LGP Stockholders in such offering have an aggregate market value (based on the most recent closing price of the Common Stock at the time of the demand) of at least $50 million or such lesser amount if all Shares held by the demanding LGP Stockholders are requested to be sold. Subject to Section 3.2(e) below, any demanded non-shelf registered offering may, at the Company’s option, include Shares to be sold by the Company for its own account and will also include Shares to be sold by other Stockholders or other holders of Shares with similar rights that exercise their related piggyback rights on a timely basis.
Right to Demand a Non-Shelf Registered Offering. Upon the demand of Blackstone made at any time and from time to time, the Company will facilitate in the manner described in this Agreement a non-shelf registered offering of the Registrable Securities requested by Blackstone to be included in such offering. Any demanded non-shelf registered offering may, at the Company’s option, include shares to be sold by the Company for its own account and will also include shares to be sold by Holders that exercise their related piggyback rights on a timely basis.
