Common use of IPO Committee Clause in Contracts

IPO Committee. Until the closing of the IPO, the Board shall establish a committee of the Board (the “IPO Committee”), which shall consist of two (2) directors that were designated for election by the Class B Majority Holders and two (2) Class A Directors (as defined in the Certificate of Incorporation). An act shall be approved by the IPO Committee only if such act is unanimously approved by all directors serving on such IPO Committee. The IPO Committee shall be responsible for preparation of the Company’s IPO, including selecting and working with underwriters and counsel and preparing and reviewing a registration statement. The IPO Committee shall be delegated responsibility for strategy regarding execution of the IPO, as well as timing and pricing of the IPO; provided that, subject to the final sentence of this Section 9(h), the Board shall be responsible for ultimate approval of the IPO. Notwithstanding the foregoing, where holders of EBG Investor Registrable Securities exercise rights in accordance with this Agreement to cause the Company to complete the IPO, the holders of EBG Investor Registrable Securities shall, subject to the provisions of this Agreement, have primary responsibility for strategy regarding execution of IPO, as well as timing and pricing such IPO. In all cases, the IPO Committee will have primary responsibility for managing all other aspects of IPO, including marketing. The Company and its Board shall follow and act on the recommendations of the IPO Committee except where the Company’s Board concludes that to do so would be reasonably likely to cause a breach of its fiduciary duties.