Common use of Shelf and Demand Registrations Clause in Contracts

Shelf and Demand Registrations. If requested by the underwriters for any Underwritten Offering requested by Holders of Registrable Securities pursuant to a Registration under Section 6.1 or Section 6.2, the Issuer shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Issuer, TPG and LGP (if it is seeking to participate in such Underwritten Offering and as long as LGP and its Affiliates then hold the Demand Threshold Amount) and the underwriters, and to contain such representations and warranties by the Issuer and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 6.9. The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the Issuer in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Issuer regarding the form thereof. Such Holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Issuer to and for the benefit of such Holders of Registrable Securities as are customarily made by issuers to selling stockholders in underwritten public offerings similar to the applicable Underwritten Offering and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Holders of Registrable Securities. Any such Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Issuer or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other representations required to be made by the Holder under applicable law, and the aggregate amount of the liability of such Holder shall not exceed such Holder’s net proceeds from such Underwritten Offering.

Shelf and Demand Registrations. If requested by the underwriters for any Underwritten Offering requested by Holders holders of Registrable Securities pursuant to a Registration under Section 6.1 2.1 or under Section 6.22.2, the Issuer Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the IssuerCompany, TPG and LGP (if it is seeking holders of a majority of the Registrable Securities to participate be included in such Underwritten Offering and as long as LGP and its Affiliates then hold the Demand Threshold Amount) underwriting, and the underwriters, and to contain such representations and warranties by the Issuer Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 6.92.9. The Holders holders of the Registrable Securities proposed to be distributed by such underwriters shall will cooperate with the Issuer Company in the negotiation of the underwriting agreement and shall will give consideration to the reasonable suggestions of the Issuer Company regarding the form thereof. Such Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Issuer Company to and for the benefit of such Holders holders of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings similar to the applicable Underwritten Offering and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Holders holders of Registrable Securities. Any such Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Issuer Company or the underwriters other than representations, warranties or agreements regarding such Holderholder, such Holder’s title to the holder's Registrable Securities, such Holder’s holder's intended method of distribution and any other representations required to be made by the Holder under applicable law, and the aggregate amount of the liability of such Holder shall not exceed such Holder’s net proceeds from such Underwritten Offering.

Shelf and Demand Registrations. If requested by the underwriters for any Underwritten Offering requested by Holders of Registrable Securities pursuant to a Registration under Section 6.1 2.1 or Section 6.22.2, the Issuer Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the IssuerCompany, each of TPG and LGP (if it is seeking to participate in such Underwritten Offering and as long as LGP and its Affiliates then hold the Demand Threshold Amount) JPMP, and the underwriters, and to contain such representations and warranties by the Issuer Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 6.92.9; provided that in the event the Registrable Securities of either of the TPG Group or the JPMP Group included in such Underwritten Offering are less than 50% of the Registrable Securities of the other group included in such Underwritten Offering, then the agreement of the Person whose group holds such lesser amount of Registrable Securities included in such Underwritten Offering, shall not be required under this Section 2.6(a). The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the Issuer Company in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Issuer Company regarding the form thereof. Such Holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Issuer Company to and for the benefit of such Holders of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings similar to the applicable Underwritten Offering and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Holders of Registrable Securities. Any such Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Issuer Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other representations required to be made by the such Holder under applicable law, and the aggregate amount of the liability of such Holder shall not exceed such Holder’s net proceeds from such Underwritten Offering.

Shelf and Demand Registrations. If requested by the underwriters for any Underwritten Offering requested by Sponsor Demand Holders of Registrable Securities pursuant to a Registration under Section 6.1 or Section 6.2, the Issuer shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Issuer, TPG and LGP (if it is seeking to participate in Sponsor Demand Holder that has requested such Underwritten Offering and as long as LGP and its Affiliates then hold the Demand Threshold Amount) and the underwriters, and to contain such representations and warranties by the Issuer and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 6.9. The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the Issuer such Sponsor Demand Holder in the negotiation of the underwriting agreement and such Sponsor Demand Holder shall give consideration to the reasonable suggestions of the Issuer regarding the form thereof. Such All Holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Issuer to and for the benefit of such Holders of Registrable Securities as are customarily made by issuers to selling stockholders in underwritten public offerings similar to the applicable Underwritten Offering and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Holders of Registrable Securities. Any such Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Issuer or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other representations required to be made by the Holder under applicable law, and the aggregate amount of the liability of such Holder shall not exceed such Holder’s net proceeds from such Underwritten Offering.

Shelf and Demand Registrations. If requested by the underwriters for any Underwritten Offering requested by Holders of Registrable Securities pursuant to a Registration under Section 6.1 2.1 or Section 6.22.2, the Issuer Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the IssuerCompany, TPG and LGP (if it is seeking to participate in such Underwritten Offering and as long as LGP and its Affiliates then hold the Demand Threshold Amount) Demanding Investor and the underwriters, and to contain such representations and warranties by the Issuer Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 6.92.9. The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the Issuer Company in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Issuer Company regarding the form thereof. Such Holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Issuer Company to and for the benefit of such Holders of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings similar to the applicable Underwritten Offering and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Holders of Registrable Securities. Any such Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Issuer Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s 's title to the Registrable Securities, such Holder’s 's intended method of distribution and any other representations that are customary in secondary underwritten public offerings or that are required to be made by the such Holder under applicable law, and the aggregate amount of the liability of such Holder shall not exceed such Holder’s 's net proceeds from such Underwritten Offering.

Shelf and Demand Registrations. If requested by the underwriters for any Underwritten Offering requested by Holders of Registrable Securities pursuant to a Registration under Section 6.1 5.1 or Section 6.25.2, the Issuer Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the IssuerCompany, TPG and LGP (if it is seeking Holders of a majority of the Registrable Securities to participate be included in such Underwritten Offering and as long as LGP and its Affiliates then hold the Demand Threshold Amount) underwriting, and the underwriters, and to contain such representations and warranties by the Issuer Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 6.95.9. The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the Issuer Company in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Issuer Company regarding the form thereof. Such Holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Issuer Company to and for the benefit of such Holders of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings similar to the applicable Underwritten Offering and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Holders of Registrable Securities. Any such Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Issuer Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other representations required to be made by the Holder under applicable law, and the aggregate amount of the liability of such Holder shall not exceed such Holder’s net proceeds from such Underwritten Offering.

Shelf and Demand Registrations. If requested by the underwriters for any Underwritten Offering requested by Holders holders of Registrable Securities pursuant to a Registration under Section 6.1 2.1 or under Section 6.22.2, the Issuer Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the IssuerCompany, TPG and LGP (if it is seeking holders of a majority of the Registrable Securities to participate be included in such Underwritten Offering and as long as LGP and its Affiliates then hold the Demand Threshold Amount) underwriting, and the underwriters, and to contain such representations and warranties by the Issuer Company and such other terms as are generally prevailing in agreements of that type, including including, without limitation, indemnities no less favorable to the recipient thereof than those provided in Section 6.92.9. The Holders holders of the Registrable Securities proposed to be distributed by such underwriters shall will cooperate with the Issuer Company in the negotiation of the underwriting agreement and shall will give consideration to the reasonable suggestions of the Issuer Company regarding the form thereof. Such Holders holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreementunderwrit- ing agreement and may, which underwriting agreement shall (i) contain such at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Issuer Company to and for the benefit of such Holders underwriters shall also be made to and for the benefit of such holders of Registrable Securities as are customarily made by issuers to selling stockholders in underwritten public offerings similar to the applicable Underwritten Offering and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under- writers under such underwriting agreement also shall be conditions precedent to the obligations of such Holders holders of Registrable Securities. Any such Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Issuer Company or the underwriters other than representations, warranties or agreements regarding such Holderholder, such Holder’s title to the holder's Registrable Securities, such Holder’s holder's intended method of distribution distribu- tion and any other representations required to be made by the Holder under applicable law, and the aggregate amount of the liability of such Holder shall not exceed such Holder’s net proceeds from such Underwritten Offering.. (b)