Common use of Shelf Notice Clause in Contracts

Shelf Notice. (i) Promptly upon receipt of a Shelf Registration Request or any request by the Sponsor to increase the number of its Registrable Securities registered on such Shelf Registration Statement pursuant to Section 2.02(a) (but in no event more than two (2) Business Days thereafter), if there are any Holders other than the Sponsor, the Company shall deliver a written notice (a “Shelf Notice”) of any such request to any such non-Sponsor Holders. If the Company is not a WKSI, the Shelf Notice shall specify the Sponsor Shelf Registration Amount and the Pro Ration Percentage. If the Company is not a WKSI, the Company shall offer each such Holder the opportunity to include in the Shelf Registration Statement the number of Registrable Securities with respect to which the Company has received written requests for inclusion therein within two (2) Business Days after the date that the Shelf Notice has been delivered; provided, that no non-Sponsor Holder may request the inclusion in such Shelf Registration Statement a percentage of such Holder’s Registrable Securities in excess of the Pro Ration Percentage. For purposes of this Section 2.02(c), the “Pro Ration Percentage ” means, as of the date of determination with respect to any particular Shelf Registration, the percentage determined by multiplying (i) 100 by (ii) a fraction, the numerator of which is the Sponsor Shelf Registration Amount in effect as of such date with respect to such Shelf Registration and the denominator of which is the aggregate number of Registrable Securities then beneficially owned by the Sponsor. If the Sponsor transfers Registrable Securities pursuant to Section 3.06, the denominator referred to above will be decreased by such amount of Registrable Securities transferred. If any non-Sponsor Holder does not deliver a notice within two (2) Business Days after the date that the Shelf Notice has been delivered, such non-Sponsor Holder shall be deemed to have irrevocably waived any and all right under this Section 2.02 with respect to such Registration (but not with respect to future Registrations in accordance with this Section 2.02). If the Company is a WKSI, no Holder shall be required to request inclusion of Registrable Securities in the Shelf Registration Statement until such time that the Company delivers a Shelf Takedown Request in connection with such Shelf Registration Statement pursuant to Section 2.02(e) hereunder.

Shelf Notice. (i) Promptly upon receipt of any request by a Demand Rights Holder to file a Shelf Registration Request Statement or any request by the Sponsor a Demand Rights Holder to increase the number of its Registrable Securities registered on such Shelf Registration Statement pursuant to Section 2.02(a) (but in no event more than two eight (2) 8) Business Days thereafter), if there are any Holders other than the Sponsor, the Company shall deliver a written notice (a “Shelf Notice”) of any such request to any such non-Sponsor Holders. If all Other Demand Rights Holders specifying the Company is not a WKSI, the Shelf Notice shall specify the Sponsor Demand Rights Holder Shelf Registration Amount and the Pro Ration Percentage. If the Company is not a WKSI, Percentage and the Company shall offer each such Holder the opportunity to include in the such Shelf Registration Statement the number of Registrable Securities with respect to which the Company has received written requests for inclusion therein within two five (25) Business Days after the date that the Shelf Notice has been delivered; provided, that no non-Sponsor Demand Rights Holder may request the inclusion in such Shelf Registration Statement a percentage of such Holder’s Registrable Securities in excess of the Pro Ration Percentage. For purposes of this Section 2.02(c), the “Pro Ration Percentage Percentage” means, as of the date of determination with respect to any particular Shelf Registration, the percentage determined by multiplying (i) 100 by (ii) a fraction, the numerator of which is the Sponsor Demand Rights Holder Shelf Registration Amount in effect as of such date with respect to such Shelf Registration and the denominator of which is the aggregate number of Registrable Securities then beneficially owned by the SponsorDemand Rights Holders and their Affiliates immediately after giving effect to the consummation of the IPO. If the Sponsor a Demand Rights Holder transfers Registrable Securities pursuant to Section 3.06, the denominator referred to above will be decreased by such amount of Registrable Securities transferred. If any non-Sponsor Holder does not deliver a notice within two (2) Business Days after the date that the Shelf Notice has been delivered, such non-Sponsor Holder shall be deemed to have irrevocably waived any and all right under this Section 2.02 with respect to such Registration (but not with respect to future Registrations in accordance with this Section 2.02). If the Company is a WKSI, no Holder shall be required to request inclusion of Registrable Securities in the Shelf Registration Statement until such time that the Company delivers a Shelf Takedown Request in connection with such Shelf Registration Statement pursuant to Section 2.02(e) hereunder.

Shelf Notice. (i) Promptly upon receipt of any request by a Sponsor to file a Shelf Registration Request Statement or any request by the a Sponsor to increase the number of its Registrable Securities registered on such Shelf Registration Statement pursuant to Section 2.02(a) (but in no event more than two eight (2) 8) Business Days thereafter), if there are any Holders other than the Sponsor, the Company shall deliver a written notice (a “Shelf Notice”) of any such request to any such all non-Sponsor Holders. If the Company is not a WKSI, the Shelf Notice shall specify Holders specifying the Sponsor Shelf Registration Amount and the Pro Ration Percentage. If the Company is not a WKSI, Percentage and the Company shall offer each such Holder the opportunity to include in the such Shelf Registration Statement the number of Registrable Securities with respect to which the Company has received written requests for inclusion therein within two five (25) Business Days after the date that the Shelf Notice has been delivered; provided, that no non-Sponsor Holder may request the inclusion in such Shelf Registration Statement a percentage of such Holder’s Registrable Securities in excess of the Pro Ration Percentage. For purposes of this Section 2.02(c), the “Pro Ration Percentage Percentage” means, as of the date of determination with respect to any particular Shelf Registration, the percentage determined by multiplying (i) 100 by (ii) a fraction, the numerator of which is the Sponsor Shelf Registration Amount in effect as of such date with respect to such Shelf Registration and the denominator of which is the aggregate number of Registrable Securities then beneficially owned by the SponsorSponsors and their Affiliates immediately after giving effect to the consummation of the IPO. If the a Sponsor transfers Registrable Securities pursuant to Section 3.06, the denominator referred to above will be decreased by such amount of Registrable Securities transferred. If any non-Sponsor Holder does not deliver a notice within two (2) Business Days after the date that the Shelf Notice has been delivered, such non-Sponsor Holder shall be deemed to have irrevocably waived any and all right under this Section 2.02 with respect to such Registration (but not with respect to future Registrations in accordance with this Section 2.02). If the Company is a WKSI, no Holder shall be required to request inclusion of Registrable Securities in the Shelf Registration Statement until such time that the Company delivers a Shelf Takedown Request in connection with such Shelf Registration Statement pursuant to Section 2.02(e) hereunder.

Shelf Notice. (i) Promptly upon receipt At any time after the date of a Shelf Registration Request or any request by this Agreement, the Sponsor to increase Holders of at least $90,000,000 of the number outstanding aggregate principal amount of its Registrable Securities registered on such Shelf Registration Statement pursuant to Section 2.02(a) (but in no event more than two (2) Business Days thereafter), if there are any Holders other than the Sponsor, the Company shall deliver may make a written notice request (a “Shelf Notice”) of any such request to any such non-Sponsor Holders. If the Company is not a WKSI, the Shelf Notice shall specify the Sponsor Shelf Registration Amount and the Pro Ration Percentage. If the Company is not a WKSI, the Company shall offer each such Holder the opportunity to include in the Shelf Registration Statement the number Issuers for registration of Registrable Securities to be made pursuant to a Registration Statement in accordance with Section 2(b) below. Within ten days after receipt of any Shelf Notice, the Issuers will send written notice of such Shelf Notice to all Holders of the Registrable Securities and, subject to the next succeeding sentence, the Issuers will include in such Shelf Registration all Registrable Securities of such Holders with respect to which the Company has Issuers have received written requests for inclusion therein within two (2) 10 Business Days after the date that receipt by the Shelf Notice has been delivered; provided, that no non-Sponsor applicable Holder may request of the Issuers’ written notice. Requests made by Holders for inclusion in such Shelf Registration Statement a percentage of Registration, including requests by Holders in the Shelf Notice, shall contain appropriate representations regarding such Holder’s Holders’ intentions to sell the Registrable Securities in excess of order to allow the Pro Ration Percentage. For purposes of this Section 2.02(c), the “Pro Ration Percentage ” means, as of the date of determination with respect Issuers to any particular Shelf Registration, the percentage determined by multiplying (i) 100 by (ii) a fraction, the numerator of which is the Sponsor Shelf Registration Amount in effect as of such date with respect to such Shelf Registration and shall contain such information as the denominator of which is Issuers may reasonably request for use in connection with any Shelf Registration Statement or Prospectus or preliminary prospectus included therein. Notwithstanding anything to the aggregate number of contrary contained herein, no Holder may include its Registrable Securities then beneficially owned by the Sponsor. If the Sponsor transfers Registrable Securities pursuant in any Shelf Registration Statement or be entitled to Section 3.06, the denominator referred to above will be decreased by Liquidated Damages if such amount of Registrable Securities transferred. If any non-Sponsor Holder does not deliver a notice within two (2make such appropriate representations or provide such requested information in such Holder’s request. Each Holder as to which any Shelf Registration Statement is being effected agrees to furnish promptly to the Issuers all information required to be disclosed in order to make information previously furnished to the Issuers by such Holder not materially misleading. Notwithstanding the foregoing and subject to Section 2(c) Business Days after below, the date that the Shelf Notice has been delivered, such non-Sponsor Holder Issuers shall be deemed to have irrevocably waived any and all right under this Section 2.02 with respect to such Registration (but not with respect to future Registrations in accordance with this Section 2.02). If the Company is a WKSI, no Holder shall be required to request inclusion of Registrable Securities in the undertake more than one Shelf Registration Statement until such time that for the Company delivers a Shelf Takedown Request in connection with such Shelf Registration Statement pursuant to Section 2.02(e) hereunderRegistrable Securities.