than underwriting discounts or
commissions or transfer taxes, if any, attributable to the sale of shares of
Registrable Securities by such selling Shareholder.
"SEC" means the U.S. Securities and Exchange Commission.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, as the same may be amended from time to
time.
"Shareholders" means each of the Blackstone Entities and BACI collectively, and
"Shareholder" means any one of the Shareholders.
"Transferee" means any Person to whom any Shareholder or any Transferee thereof
transfers Registrable Securities.
SECTION 1.2
Other Definitional Provisions; Interpretation.
(A)
THE WORDS "HEREOF," "HEREIN," AND "HEREUNDER" AND WORDS OF SIMILAR
IMPORT WHEN USED IN THIS AGREEMENT REFER TO THIS AGREEMENT AS A WHOLE AND NOT TO
ANY PARTICULAR PROVISION OF THIS AGREEMENT, AND SECTION AND SUBSECTION
REFERENCES ARE TO THIS AGREEMENT UNLESS OTHERWISE SPECIFIED.
(B)
THE HEADINGS IN THIS AGREEMENT ARE INCLUDED FOR CONVENIENCE OF
REFERENCE ONLY AND DO NOT LIMIT OR OTHERWISE AFFECT THE MEANING OR
INTERPRETATION OF THIS AGREEMENT.
(C)
THE MEANINGS GIVEN TO TERMS DEFINED HEREIN ARE EQUALLY APPLICABLE
TO BOTH THE SINGULAR AND PLURAL FORMS OF SUCH TERMS.
ARTICLE II
REGISTRATION RIGHTS
SECTION 2.1
Incidental Registration.
(A)
IF THE COMPANY PROPOSES TO REGISTER ANY OF ITS SECURITIES UNDER
THE SECURITIES ACT (OTHER THAN A REGISTRATION STATEMENT ON FORM S-4 OR S-8),
WHETHER OR NOT FOR ITS OWN ACCOUNT (AND INCLUDING ANY REGISTRATION PURSUANT TO A
REQUEST OR DEMAND RIGHT OF ANY OTHER PERSON), THEN THE COMPANY WILL EACH SUCH
TIME GIVE PROMPT WRITTEN NOTICE THEREOF TO THE SHAREHOLDERS OF THEIR RIGHTS
UNDER THIS SECTION 2.1, AT LEAST 15 BUSINESS DAYS PRIOR TO THE ANTICIPATED
FILING DATE OF SUCH REGISTRATION STATEMENT.
SUCH NOTICE SHALL OFFER THE
SHAREHOLDERS THE OPPORTUNITY TO INCLUDE IN SUCH REGISTRATION STATEMENT SUCH
NUMBER OF REGISTRABLE SECURITIES AS EACH SHAREHOLDER MAY REQUEST.
UPON THE
WRITTEN REQUEST OF ANY SHAREHOLDER MADE WITHIN 15 BUSINESS DAYS AFTER THE
RECEIPT OF ANY SUCH NOTICE FROM THE COMPANY, WHICH REQUEST SHALL SPECIFY THE
NUMBER OF
4
REGISTRABLE SECURITIES INTENDED TO BE DISPOSED OF BY SUCH SHAREHOLDER IN SUCH
OFFERING, THE COMPANY WILL USE ITS REASONABLE BEST EFFORTS TO EFFECT THE
REGISTRATION UNDER THE SECURITIES ACT, AS EXPEDITIOUSLY AS IS POSSIBLE, OF ALL
THE REGISTRABLE SECURITIES WHICH THE COMPANY HAS BEEN SO REQUESTED TO REGISTER
BY THE SHAREHOLDERS, SUBJECT TO SECTION 2.1(B); PROVIDED, THAT UNTIL THE
SIX-MONTH ANNIVERSARY OF THE INITIAL PUBLIC OFFERING (OR SUCH SHORTER PERIOD AS
THE UNDERWRITERS FOR SUCH INITIAL PUBLIC OFFERING SHALL REQUIRE OF EITHER THE
BLACKSTONE ENTITIES OR BACI), BACI SHALL NOT BE PERMITTED TO INCLUDE ANY
REGISTRABLE SECURITIES IN SUCH REGISTRATION UNLESS ANY OF THE BLACKSTONE
ENTITIES INCLUDE ANY REGISTRABLE SECURITIES IN SUCH REGISTRATION; PROVIDED,
FURTHER, THAT IF, AT ANY TIME AFTER GIVING WRITTEN NOTICE OF ITS INTENTION TO
REGISTER ANY SECURITIES AND PRIOR TO THE EFFECTIVE DATE OF THE REGISTRATION
STATEMENT FILED IN CONNECTION WITH SUCH REGISTRATION, THE COMPANY OR ANY OTHER
HOLDER OF SECURITIES THAT INITIATED SUCH REGISTRATION (AN "INITIATING HOLDER")
SHALL