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

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.