Common use of Right to Demand a Non-Shelf Registered Offering Clause in Contracts

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. Following the six month anniversary of the date of closing of the IPOthis Agreement, 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 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 six and a quarter percent (56.25%) of the total amount of PostPre-IPO Total Outstanding Merger Common Stock, or (b) such request includes all of the remaining ABS Registrable Securities held by such Sponsor Demand Holders, and (ii) the holders Holders of a majority of the then outstanding ABS Registrable Securities consent in writing to such demand for a non-shelf registered offering. Any demanded non-shelf registered offering shall be conducted as a marketed, underwritten offering and not as a “block-trade” or “overnight transaction.”

Right to Demand a Non-Shelf Registered Offering. Following the six month anniversary of the date of closing of the ACI 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 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 Holders of a majority of the then outstanding ABS Registrable Securities consent in writing to such demand for a non-shelf registered offering.