Common use of IPO Commitment Clause in Contracts

IPO Commitment. (a) The Parties intend that, on or prior to the third (3rd) anniversary of the Effective Date, the Company will seek to conduct an initial public offering of shares of its Common Stock (“IPO”), subject to prevailing market conditions and the condition and performance of the Company. (b) In the event an IPO has not been consummated on or prior to the third (3rd) anniversary of the Effective Date, at the request of SOFTBANK or SOFTBANK Parent, the Board shall form a committee of the Board (the “Committee”) consisting of one (1) Director of the Board designated by each of Ariba and SOFTBANK. The Committee shall, from time to time at the request of either member, consult with an investment banking firm of recognized international standing that is unaffiliated with the Committee members or the Parties. The Committee shall request such investment banking firm to thereafter make a formal review and presentation to the Board as to the commercial reasonableness of proceeding with an IPO in light of then prevailing market conditions and the condition and performance of the Company. Based on the recommendation of such investment banking firm, the Committee shall make a recommendation to the full Board about proceeding with an IPO, which the Board shall consider and review in good faith based on benefits and risks to the Company of the proposed IPO. If the Board approves proceeding with an IPO, the Company shall use commercially reasonable efforts to proceed promptly with an IPO. (c) Each shareholder agrees to enter into a customary market standoff agreement with the underwriter(s) in the IPO with substantially the same terms and conditions as set forth in Section 14.