Common use of Underwritten Shelf Registration Clause in Contracts

Underwritten Shelf Registration. If the Holders of thirty percent (30%) of the Registrable Securities to be registered pursuant to the Shelf Registration Statement so elect (the Registrable Securities held thereby, the “Requested Shares”), by written notice to the Company, the offering of such Registrable Securities pursuant to such Shelf Registration Statement shall be in the form of an underwritten offering; and provided, further, that the Company shall not be obligated to effect, or take any action to effect, an underwritten offering (i) if an IPO has already occurred, (ii) within ninety (90) days following the last date on which an underwritten offering was effected pursuant to this Section 2.1(c) or Section 2.2(a) or during any lock-up period required by the Underwriters in any prior underwritten offering conducted by the Company on its own behalf or on behalf of selling stockholders, or (iii) during the period commencing with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration statement with respect to an offering by the Company. The Holders of a majority of the Requested Shares shall select the Underwriter or Underwriters to serve as book-running manager or managers in connection with any such offering; provided that such managing Underwriter or Underwriters must be reasonably satisfactory to the Company. The Company may select any additional investment banks and managers to be used in connection with the offering; provided that such additional investment bankers and managers must be reasonably satisfactory to the Holders of a majority of the Requested Shares, as applicable. Each Holder shall have the right to include in such offering up to each of their respective pro rata portion of their respective Registrable Securities in the manner described in Section 2.1(a).

Underwritten Shelf Registration. If the Holders of thirty percent (30%) of the Registrable Securities to be registered pursuant to the Shelf Registration Statement CAC or a Sponsor so elect (the Registrable Securities held thereby, the “Requested Shares”)elects, by written notice to the Company, the offering of such Registrable Securities pursuant to such Shelf Registration Statement shall be in the form of an underwritten offering; provided, that the Company shall not be obligated to effect more than five (5) underwritten offerings under this Section 2.1(c); and provided, further, that the Company shall not be obligated to effect, or take any action to effect, an underwritten offering (i) if an IPO has already occurred, (ii) within ninety (90) days following the last date on which an underwritten offering was effected pursuant to this Section 2.1(c) or Section 2.2(a) or during any lock-up period required by the Underwriters in any prior underwritten offering conducted by the Company on its own behalf or on behalf of selling stockholders, or (iiiii) during the period commencing with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration statement with respect to an offering by the Company. The Holders of a majority of CAC or the Requested Shares Sponsor, if the election was made by the Sponsor, shall select the Underwriter or Underwriters to serve as book-running manager or managers in connection with any such offering; provided that such managing Underwriter or Underwriters must be reasonably satisfactory to the CompanyCompany and, if the election was made by a Sponsor, such managing Underwriter or Underwriters must also be reasonably satisfactory to the other Sponsor. The Company may select any additional investment banks and managers to be used in connection with the offering; provided that such additional investment bankers and managers must be reasonably satisfactory to CAC or the Holders of a majority of the Requested SharesSponsor, as applicable. Each Holder shall have the right to include in such offering up to each of their respective pro rata portion of their respective Registrable Securities in the manner described in Section 2.1(a).

Underwritten Shelf Registration. If (i) a Sponsor so elects, or (ii) the Unit Holders of thirty percent (30%) 25% of the Original Class B Registrable Securities to be registered pursuant to the Shelf Registration Statement so elect (the Registrable Securities held thereby, the “Requested Shares”)elect, by written notice to the Company, the offering of such Registrable Securities pursuant to such Shelf Registration Statement shall be in the form of an underwritten offering; provided, that the Company shall not be obligated to effect more than five (5) underwritten offerings under this Section 2.1(d) with respect to Company Shares of any one particular class; and provided, further, that the Company shall not be obligated to effect, or take any action to effect, an underwritten offering (i) if an IPO has already occurred, (ii) within ninety (90) days following the last date on which an underwritten offering was effected pursuant to this Section 2.1(c2.1(d) or Section 2.2(a) or during any lock-up period required by the Underwriters in any prior underwritten offering conducted by the Company on its own behalf or on behalf of selling stockholders, or (iiiii) during the period commencing with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration statement with respect to an offering by the Company. The Sponsor if the election was made by the Sponsor, or the Unit Holders of a majority of the Requested Shares if the election was made by the Unit Holders of 25% of the Original Class B Registrable Securities, shall select the Underwriter or Underwriters to serve as book-running manager or managers in connection with any such offering; provided that such managing Underwriter or Underwriters must be reasonably satisfactory to the CompanyCompany and, if the election was made by a Sponsor, such managing Underwriter or Underwriters must also be reasonably satisfactory to the other Sponsor. The Company may select any additional investment banks and managers to be used in connection with the offering; provided that such additional investment bankers and managers must be reasonably satisfactory to the Sponsor or the Unit Holders of a majority of the Requested Shares, as applicable. Each Sponsor, each other Stockholder or each Unit Holder (if after the fifth (5th) anniversary of the date hereof) shall have the right to (and with respect to the Co-Investment Entities, to the extent required pursuant to the piggyback obligations in the operating agreement of such Co-Investment Entity shall elect its right to participate) include in such offering up to each of their respective pro rata portion of their respective Registrable Securities in the manner described in Section 2.1(a).

Underwritten Shelf Registration. If the Holders of thirty percent (30%) a majority of shares of the Registrable Securities to be then registered pursuant to the Shelf Registration Statement so elect (the Registrable Securities held thereby, the “Requested Shares”), by written notice to the Company, the an offering of such Registrable Securities pursuant to such Shelf Registration Statement shall may be in the form of an underwritten offering; and provided, further, provided that the Registrable Securities requested to be registered in such underwritten offering (the “Requested Shares”) shall either (i) have a Market Value of at least $10 million on the date of such request or (ii) represent all remaining Registrable Securities held by the Holders of the Requested Shares on the date of such request. The Company shall not be obligated to effect, or take any action to effect, an effect more than two (2) underwritten offering (i) if an IPO has already occurred, (ii) within ninety (90) days following the last date on which an underwritten offering was effected offerings pursuant to this Section 2.1(c) or Section 2.2(a) or during any lock-up period required by the Underwriters Shelf Registration Statement in any prior underwritten offering conducted by the Company on its own behalf or on behalf of selling stockholders, or twelve (iii) during the period commencing with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration statement with respect to an offering by the Company12)-month period. The Holders of a majority of the Requested Shares Company shall select the Underwriter or Underwriters to serve as book-running manager or managers in connection with any such offering; provided that such managing Underwriter or Underwriters must be reasonably satisfactory to the Company. The Company may select offering and any additional investment banks and managers to be used in connection with the offering; provided , provided, however, that such additional investment bankers and managers must the book-running manager(s) shall be reasonably satisfactory acceptable to the Holders of a majority of shares of the Requested Shares, as applicable. Each Holder shall have the right Registrable Securities to include be included in such underwritten offering; provided, further, that the book-running manager(s) for the Company’s initial public offering up of Common Stock shall be acceptable to each the Holders for purposes of their respective pro rata portion of their respective Registrable Securities in the manner described in this Section 2.1(a2.1(b).

Underwritten Shelf Registration. If the Holders of thirty percent (30%) a majority of shares of the Registrable Securities to be then registered pursuant to the Shelf Registration Statement so elect (the Registrable Securities held thereby, the “Requested Shares”), by written notice to the Company, the an offering of such Registrable Securities pursuant to such Shelf Registration Statement shall may be in the form of an underwritten offering; and provided, further, provided that the Registrable Securities requested to be registered in such underwritten offering (the “Requested Shares”) shall either (i) have a Market Value of at least $25 million on the date of such request or (ii) represent all remaining Registrable Securities held by the Holders of the Requested Shares on the date of such request. The Company shall not be obligated to effect, or take any action to effect, an effect more than two (2) underwritten offering (i) if an IPO has already occurred, (ii) within ninety (90) days following the last date on which an underwritten offering was effected offerings pursuant to this Section 2.1(c) or Section 2.2(a) or during any lock-up period required by the Underwriters Shelf Registration Statement in any prior underwritten offering conducted by the Company on its own behalf or on behalf of selling stockholders, or twelve (iii) during the period commencing with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration statement with respect to an offering by the Company12)-month period. The Holders of a majority of the Requested Shares Company shall select the Underwriter or Underwriters to serve as book-running manager or managers in connection with any such offering; provided that such managing Underwriter or Underwriters must be reasonably satisfactory to the Company. The Company may select offering and any additional investment banks and managers to be used in connection with the offering; provided , provided, however, that such additional investment bankers and managers must the book-running manager(s) shall be reasonably satisfactory acceptable to the Holders of a majority of shares of the Requested Shares, as applicable. Each Holder shall have the right Registrable Securities to include be included in such underwritten offering; provided, further, that the book-running manager(s) for the Company’s initial public offering up of Common Shares shall be acceptable to each the Holders for purposes of their respective pro rata portion of their respective Registrable Securities in the manner described in this Section 2.1(a2.1(b).

Underwritten Shelf Registration. If (1) the Holders of thirty percent (30%) or more of the Registrable Securities to be registered pursuant to the Shelf Registration Statement so elect or (2) the New Warrant Holders of twelve percent (12%) or more of the Registrable Securities to be registered pursuant to the Shelf Registration Statement so elect (the applicable Registrable Securities held thereby, the “Requested Shares”), in each case, by written notice to the Company, the offering of such Registrable Securities pursuant to such Shelf Registration Statement shall be in the form of an a firmly underwritten offering; and provided, further, that the Company shall not be obligated to effect, or take any action to effect, an underwritten offering (i) if an IPO has already occurred, (ii) within ninety (90) days following the last date on which an underwritten offering was effected pursuant to this Section 2.1(c), Section 2.2(a) or Section 2.2(a2.2(e) or during any lock-up period required by the Underwriters in any prior underwritten offering conducted by the Company on its own behalf or on behalf of selling stockholders, or (iiiii) during the period commencing with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a registration statement with respect to an a completed offering by the CompanyCompany or (iii) following an IPO if there is at such time on file an effective Shelf Registration Statement for the Common Stock with respect to such Requested Shares. The Holders of a majority of the Requested Shares shall select the Underwriter or Underwriters to serve as book-running manager or managers in connection with any such offering; provided that such managing Underwriter or Underwriters must be reasonably satisfactory to the Company. The Company may select any additional investment banks and managers to be used in connection with the offering; provided that such additional investment bankers and managers must be reasonably satisfactory to the Holders of a majority of the Requested Shares, as applicable. Each Holder shall have the right to include in such offering up to each of their respective pro rata portion of their respective Registrable Securities in the manner described in Section 2.1(a).