Subsidiary means any direct or indirect subsidiary of the Company on the date hereof and any direct or indirect subsidiary of the Company organized or acquired after the date hereof.
Transfer means, with respect to any Company Shares, (i) when used as a verb, to sell, assign, dispose of, exchange, pledge, mortgage, encumber, hypothecate or otherwise transfer, in whole or in part, any of the economic consequences of ownership of such Company Shares, whether directly or indirectly, or agree or commit to do any of the foregoing and (ii) when used as a noun, a direct or indirect sale, assignment, disposition, exchange, pledge, mortgage, encumbrance, hypothecation or other transfer, in whole or in part, of any of the economic consequences of ownership of such Company Shares or any agreement or commitment to do any of the foregoing. For the avoidance of doubt, a transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition of an interest in any Holder, or direct or indirect parent thereof, all or substantially all of whose assets are, directly or indirectly, Company Shares shall constitute a Transfer of Company Shares for purposes of this Agreement. For the avoidance of doubt, a transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition of an interest in any Holder, or direct or indirect parent thereof, which has substantial assets in addition to Company Shares shall not constitute a Transfer of Company Shares for purposes of this Agreement.
Valid Business Reason has the meaning set forth in Section 2.1(c)(iii).
WKSI has the meaning set forth in Section 2.4.
2. Registration Rights.
2.1. Demand Registrations.
(a) If the Company shall receive from (i) New Mountain at any time after the closing of the IPO or (ii) any other Holder or group of Holders holding Registrable Securities at any time beginning on the first (1st) anniversary of the closing of the IPO, a written request that the Company file a registration statement with respect to all or a portion of the Registrable Securities (a Demand Registration Request, and the registration so requested is referred to herein as a Demand Registration, and the sender(s) of such request pursuant to this Agreement shall be known as the Initiating Holder(s)), then the Company shall, within 10 Business Days of the receipt thereof, give written notice (the Demand Exercise Notice) of such request to all other Holders, and subject to the limitations of this Section 2.1, use its reasonable best efforts to effect, as soon as practicable, the registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 thereunder if so requested and if the Company is then eligible to use such a registration) of all Registrable Securities that New Mountain or the Holders request to be registered.
(b) Notwithstanding the foregoing to the contrary, if during the twelve (12)-month period following the first (1st) anniversary of the closing of the IPO, the demand for registration is made pursuant to clause (ii) of Section 2.1(a) above, the Board may,