Common use of Registration Request Clause in Contracts

Registration Request. At any time or times beginning on the 180th day after the first closing of the Company’s initial public offering of Common Stock, if the Company will receive from Initiating Holders a written request (the “Initial Request”) that the Company register all or a part of the Registrable Securities and if such Registrable Securities registration is anticipated to result in an aggregate offering price to the public in excess of $10,000,000, then the Company will: (i) give written notice of the proposed registration to all other Holders within 10 days of the receipt thereof from such Initiating Holders (the “Registration Notice”); and (ii) as soon as practicable, and in any event within 90 days of the receipt of such request, use the Company’s best efforts to effect such registration (including filing post-effective amendments, receiving appropriate qualifications under applicable blue sky laws or other state securities laws, and complying appropriately with the Securities Act) so as to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities that are specified in the Initial Request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in the Initial Request as are specified in a written request received by the Company within 20 days after the Company mails or delivers the Registration Notice. Notwithstanding anything to the contrary in this Agreement, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, then the Company will be entitled, at the Company’s sole election, to join in any such registration with respect to securities to be offered by the Company or by any other person or entity.

Registration Request. At any time or times beginning on following the 180th day after the first closing of the Company’s initial public offering of Common StockInitial Public Offering, if the Company will receive from Initiating Holders a written each Investor may request (the “Initial RequestRequesting Investor”) in writing that the Company register effect the registration under the Securities Act of all or any portion of their Registrable Securities, specifying the intended method of disposition thereof (each such request, a part “Demand Registration”) and the Company shall then provide prompt notice to the other Investor and any other Holders and shall thereupon use its reasonable best efforts to effect, as expeditiously as possible, the registration under the Securities Act of all Registrable Securities for which such Investor has requested registration under this Section 2.01(a); provided that the Company shall not be obligated to effect a Demand Registration unless the aggregate gross proceeds expected to be received from the sale of the Registrable Securities and if requested to be included by such Registrable Securities registration is anticipated to result Investor in an aggregate offering price such Demand Registration are at least $20,000,000. Subject to the public restrictions set forth in excess of $10,000,000Section 2.01(d), then the Company will: (i) give written notice of the proposed registration to all other Holders within 10 days of the receipt thereof from such Initiating Holders (the “Registration Notice”); and (ii) as soon as practicable, and in any event within 90 days of the receipt of such request, use the Company’s best efforts to effect such registration (including filing post-effective amendments, receiving appropriate qualifications under applicable blue sky laws or other state securities laws, and complying appropriately with the Securities Act) so as to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities that are specified in the Initial Requestany other Investor (all such Investors, together with all or such portion of the Registrable Securities of Requesting Stockholders and any other Holder or Holders joining Person participating in the Initial Request as are specified in a written registration, the “Participating Holders”) have requested the Company to register by request received by the Company within 20 10 days after such Investor receives the Company mails or delivers Company’s notice of the Registration Notice. Notwithstanding anything Demand Registration, all to the contrary extent necessary to permit the disposition (in this Agreement, accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that if the registration requested is to be Demand Registration involves an underwritten offering and if Public Offering, no Person may participate in any Registration Statement pursuant to this Section 2.01(a) unless such Person agrees to sell their Registrable Securities to the underwriters have not limited selected as provided in Section 2.05(f) on the number same terms and conditions as apply to the Requesting Investor and no such Person shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be underwrittentransferred free and clear of all liens, then claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, (iii) such matters pertaining to compliance with securities laws by such Person as may be reasonably requested and (iv) such information furnished in writing to the Company by such Person or on behalf of such Person expressly for use in the Registration Statement; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be entitledin proportion thereto; and provided, at further, that such liability will be limited to the Company’s sole electionnet proceeds received by such Person from the sale of his, her or its Registrable Securities pursuant to join in any such registration with respect to securities to be offered by the Company or by any other person or entityregistration.

Registration Request. At any time or times beginning on Following the 180th day after the first closing of an IPO and in each case subject to Parent's purchase right under Section 3.1 and Section 6.3, the Company’s initial public offering of Common Stock, if Stockholders Representative shall have the Company will receive from Initiating Holders a written request (the “Initial Request”) right to make six requests that the Company register all or a part Issuer effect registration under the Securities Act of such number of the Registrable Securities and if owned by all of the Stockholders as the Stockholders Representative requests (each, a "Demand Notice"), provided that in each calendar year prior to 2009, such registration request shall not include any number of Registrable Securities as would reasonably be expected to permit the Stockholders to realize, in the aggregate with all other gross offering proceeds realized by the Stockholders in connection with any other registration is anticipated of Registrable Securities hereunder in such calendar year (such proceeds to result exclude for this purpose any amounts in respect of Registrable Securities that may be purchased by the bookrunning managers pursuant to the exercise of their overallotment option in connection with such registration request, but to include any amounts in respect of Registrable Securities previously purchased by the bookrunning managers pursuant to the exercise of their overallotment option in connection with any other prior registration of Registrable Securities in such calendar year), gross offering proceeds that are more than the Target Amount for such calendar year (provided that in calendar year 2006, with the consent of Parent and the Issuer, such proceeds may exceed the Target Amount in an aggregate offering price to the public amount not in excess of $10,000,0001,000,000,000), then such requests to specify the Company willintended method or methods of disposition thereof (provided that disposition on a delayed or continuous basis shall be made in accordance with Section 2.2(c)); and provided further that, during any of the following periods or at any of the following times, the Issuer shall not have any obligation to cause a registration statement relating to the registration of such Registrable Securities to be filed with the Commission: (i) at any time prior to the six month anniversary of the closing of an IPO, (ii) during any period when a registration of Registrable Securities pursuant to Section 2.1, 2.2 or 2.3 hereof is pending, (iii) during the period prior to the 181st day following the effective date of the most recent registration previously effected pursuant to this Section 2.2, and (iv) from and after any time when a Shelf Registration Statement or a Stockholder Shelf Registration Statement in respect of all the Registrable Securities has been filed and the obligation to maintain such registration statement has not expired hereunder. A request made by the Stockholders pursuant to Section 2.2(c) shall be counted for purposes of the request limitation set forth above. A request made by the Stockholders shall not be counted for purposes of the request limitation set forth above (a) if the registration statement relating to any such request is not declared effective within 90 days of the date such registration statement is first filed with the Commission, (b) if the conditions to closing specified in the underwriting agreement or purchase agreement entered into in connection with the registration relating to any such request are not satisfied (other than as a result of a default or breach thereunder by any Stockholders) or (c) if the offering that is the subject of such registration request does not result in the disposition of at least 80% of the Registrable Securities sought to be registered by such request. Subject to Section 2.2(b) and Section 2.2(d), upon any such request, the Issuer will effect the registration of: (i) give written notice the Registrable Securities requested to be registered by the Stockholders Representative; (ii) such number of shares of Issuer Common Stock that the Issuer requests to be included in such registration in light of the proposed registration to all other Holders within 10 days Issuer's reasonable determination of the receipt thereof from its capital needs at such Initiating Holders (the “Registration Notice”)time; and (iii) subject to the prior written consent of the Stockholders Representative, all other shares of Issuer Common Stock not held by the Stockholders which the Issuer has been requested to register by the holders thereof by written request given to the Issuer by such holders within 15 days after the giving of written notice of such registration by the Issuer to the holders; provided that the consent of the Stockholders Representative will not be required to include in such registration (subject to the cutbacks as provided in Section 2.2(d)) shares of Issuer Common Stock issued in connection with an acquisition or strategic relationship. Notwithstanding the foregoing, but subject to the rights of holders of Registrable Securities under Section 2.3, if the Issuer at any time furnishes to the Stockholders Representative a Material Event Notice, the Issuer may defer the filing (but not the preparation) of a registration statement to be filed pursuant to this Section 2.2 for up to the earlier of (i) 60 days and (ii) the public disclosure of the material transaction which necessitated such Material Event Notice (but the Issuer shall use its reasonable best efforts to complete the transaction and to file the registration statement as soon as practicablepossible thereafter); provided, and however, that the Issuer may not delay filing of such registration statement pursuant to this Section 2.2 more than twice in any event within 90 days of the receipt of such request, use the Company’s best efforts to effect such registration (including filing post-effective amendments, receiving appropriate qualifications under applicable blue sky laws or other state securities laws, and complying appropriately with the Securities Act) so as to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities that are specified in the Initial Request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in the Initial Request as are specified in a written request received by the Company within 20 days after the Company mails or delivers the Registration Notice. Notwithstanding anything to the contrary in this Agreement, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, then the Company will be entitled, at the Company’s sole election, to join in any such registration with respect to securities to be offered by the Company or by any other person or entitytwelve month period.

Registration Request. At any time or times beginning on the earlier of the third anniversary of the Effective Date or the 180th day after the first closing of the Company’s initial public offering of Common Stock, if the Company will receive from Initiating Holders a written request (the “Initial Request”) that the Company register all or a part of the Registrable Securities and if such Registrable Securities registration is anticipated to result in an aggregate offering price to the public in excess of $10,000,000, then the Company will: (i) give written notice of the proposed registration to all other Holders within 10 days of the receipt thereof from such Initiating Holders (the “Registration Notice”); and (ii) as soon as practicable, and in any event within 90 days of the receipt of such request, use the Company’s best efforts to effect such registration (including filing post-effective amendments, receiving appropriate qualifications under applicable blue sky laws or other state securities laws, and complying appropriately with the Securities Act) so as to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities that are specified in the Initial Request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in the Initial Request as are specified in a written request received by the Company within 20 days after the Company mails or delivers the Registration Notice. Notwithstanding anything to the contrary in this Agreement, if the registration requested is to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwritten, then the Company will be entitled, at the Company’s sole election, to join in any such registration with respect to securities to be offered by the Company or by any other person or entity.

Registration Request. At any time or times beginning on the 180th day (a) From and after the first closing Penn Closing Date, Sections 2.01(c)(ii)(x) and (y) of the Company’s initial public offering of Common Stock, if the Company will receive from Initiating Holders a written request (the “Initial Request”) that the Company register all or a part of the Registrable Securities Original Agreement are amended and if such Registrable Securities registration is anticipated to result restated in an aggregate offering price to the public in excess of $10,000,000, then the Company willtheir entirety as follows: (ix) give written notice the intended method of disposition specified in such Registration Request is an Underwritten Offering (excluding Block Trades), and such Requesting Investor has participated in, or been afforded the opportunity to participate in, (A) on or prior to October 1, 2021, two or more Registrations that are Underwritten Offerings (excluding Block Trades) under this paragraph (c) in the 12-month period immediately preceding such Registration Request (it being understood that no Onex Investor or Baring Investor shall be deemed to have participated in, or to have been afforded the opportunity to participate in, a Registration if Section 2.01(e)(i) applies to such Registration) and (B) after October 1, 2021, four or more Registrations that are Underwritten Offerings (excluding Block Trades) under this paragraph (c) in the 12-month period immediately preceding such Registration Request (it being understood that: (1) no Investor shall be deemed to have participated in, or to have been afforded the opportunity to participate in, a Registration if Section 2.01(e)(i) applies to such Registration, (2) in the event that a Registration was initiated by any CIG Investor, Atairos Investor or GS Investor pursuant to Section 1.03 of this Amendment, no Kevlar Investor, Onex Investor or Baring Investor shall be deemed to have been afforded the opportunity to participate in such Registration unless such Investor actually participated in such Registration and (3) in the event that a Registration was initiated by any Kevlar Investor, Onex Investor or Baring Investor pursuant to Section 2.01(c) of the proposed registration Agreement, no CIG Investor, Atairos Investor or GS Investor shall be deemed to all other Holders within 10 days have been afforded the opportunity to participate in such Registration unless such Investor actually participated in such Registration), (y) the intended method of disposition specified in such Registration Request is a Block Trade, and such Requesting Investor has participated in, or been afforded the opportunity to participate in, (A) on or prior to October 1, 2021, four or more Block Trades under this paragraph (c) in the 12-month period immediately preceding such Registration Request (it being understood that no Onex Investor or Baring Investor shall be deemed to have participated in, or to have been afforded the opportunity to participate in, a Registration if Section 2.01(e)(i) applies to such Registration) and (B) after October 1, 2021, eight or more Block Trades under this paragraph (c) in the 12-month period immediately preceding such Registration Request (it being understood that: (1) no Investor shall be deemed to have participated in, or to have been afforded the opportunity to participate in, a Registration if Section 2.01(e)(i) applies to such Registration, (2) in the event that a Block Trade was initiated by any CIG Investor, Atairos Investor or GS Investor pursuant to Section 1.03 of this Amendment, no Kevlar Investor, Onex Investor or Baring Investor shall be deemed to have been afforded the opportunity to participate in such Block Trade unless such Investor actually participated in such Block Trade and (3) in the event that a Block Trade was initiated by any Kevlar Investor, Onex Investor or Baring Investor pursuant to Section 2.01(c) of the receipt thereof from such Initiating Holders (the “Registration Notice”); and (ii) as soon as practicable, and in any event within 90 days of the receipt of such request, use the Company’s best efforts to effect such registration (including filing post-effective amendments, receiving appropriate qualifications under applicable blue sky laws or other state securities laws, and complying appropriately with the Securities Act) so as to permit or facilitate the sale and distribution of all or such portion of such Registrable Securities that are specified in the Initial Request, together with all or such portion of the Registrable Securities of any other Holder or Holders joining in the Initial Request as are specified in a written request received by the Company within 20 days after the Company mails or delivers the Registration Notice. Notwithstanding anything to the contrary in this Agreement, if no CIG Investor, Atairos Investor or GS Investor shall be deemed to have been afforded the registration requested is opportunity to be an underwritten offering and if the underwriters have not limited the number of Registrable Securities to be underwrittenparticipate in such Block Trade unless such Investor actually participated in such Registration), then the Company will be entitled, at the Company’s sole election, to join in any such registration with respect to securities to be offered by the Company or by any other person or entity.or”