Common use of IPO Matters Clause in Contracts

IPO Matters. (a) Subject to the terms of this Agreement, Seller shall sell its Shares in the IPO and in connection with such sale shall enter into and perform its obligations under an underwriting agreement with the managing underwriter, in customary form, and with respect to provisions that are applicable to the Seller as a selling stockholder in substantially the form attached hereto as Exhibit G. In addition, Seller shall execute, deliver and perform their obligations under all other documents customarily required of a selling stockholder in an underwritten public offering, including a power of attorney and custody agreement, in all such cases in customary form reasonably satisfactory to the Seller. (b) Notwithstanding any other provision of this Agreement, if Seller does not enter into an underwriting agreement with the managing underwriter for the IPO on terms reasonably acceptable to such managing underwriter, or if the managing underwriter determines that marketing factors require a limitation of the number of shares to be underwritten, then the managing underwriter may exclude all (but not less than all) Shares from the registration and underwriting for the IPO. (c) Effective immediately prior to the consummation of the IPO, Seller hereby irrevocably waives all rights, privileges and preferences held by Seller pursuant to Sections 2.1(c), 2.4 and 2.5 of the Investor Rights Agreement; provided, however, that the foregoing waiver shall be null and void as of, and shall not apply to any IPO consummated after, 11:59 pm Eastern Time on the Outside Date. Except as expressly waived pursuant hereto, the Investor Rights Agreement and Seller’s rights pursuant thereto (including all rights to indemnification pursuant to Section 1.8 of the Investor Rights Agreement in connection with the IPO) shall remain unchanged. (d) A reasonable time prior to the filing or submission thereof, Buyer shall provide Seller with a full copy of (i) the registration statement on Form S-1 to be filed in connection with the IPO, (ii) each amendment or supplement to such registration statement and (iii) all correspondence between the Company and the SEC relating to such registration statement or amendment or supplement. In the case of each such filing or submission, Buyer shall give reasonable and good faith consideration to all comments proposed by Seller to be included in any portion of such filing or submission that contains disclosures regarding Seller or its Affiliates, the Transactions, the Transaction Documents and/or the Purchased Assets.

IPO Matters. (a) Subject to All of the terms net proceeds of this Agreement, Seller shall sell its Shares the shares of Series 1 PCS Stock sold in the IPO and in connection with such sale shall enter into and perform its obligations under an underwriting agreement with will be allocated to the PCS Group. Sprint will select the lead (book-running) managing underwriter, in customary formunderwriter(s) for the IPO, and with respect the Cable Partners shall select a co-lead managing underwriter (who shall be reasonably acceptable to provisions that Sprint) (such underwriters as selected by Sprint and the Cable Partners being the "Underwriters"). Except as provided in Section 6.2 and this Section 6.3, Sprint will have sole discretion to determine the pricing and other terms of the IPO. The total proceeds raised in the IPO (net of underwriting commissions and discounts and excluding the proceeds from any exercise of the Top-Up Rights) are applicable referred to herein as the Seller as a selling stockholder in substantially the form attached hereto as Exhibit G. In addition, Seller shall execute, deliver and perform their obligations under all other documents customarily required of a selling stockholder in an underwritten public offering, including a power of attorney and custody agreement, in all such cases in customary form reasonably satisfactory to the Seller"Total Proceeds". (b) Notwithstanding any other provision Prior to the filing of this Agreementthe Registration Statement, if Seller does not enter into an underwriting agreement with the managing underwriter for Underwriters will advise the Parents as to the expected range of the IPO on terms reasonably acceptable Price. Sprint will be entitled to such managing underwriter, or if sell in the managing underwriter determines that marketing factors require a limitation IPO without any further approval of the Cable Parents a number of shares of Series 1 PCS Stock up to the greater of (i) $500 million divided by the midpoint of the price range indicated on the cover of the "red ▇▇▇▇▇▇▇" prospectus used to market such shares, regardless of the Total Proceeds that would result from the sale of such shares and (ii) such number of shares as is required to be underwritten, then sold in the managing underwriter may exclude all IPO to achieve Total Proceeds of between $500 million and $525 million (but not less than all) Shares from the registration and underwriting for the IPOin Sprint's discretion). (c) Effective immediately In addition, prior to the consummation filing of the IPORegistration Statement, Seller hereby irrevocably waives all rightsthe Underwriters will advise the Parents as to the aggregate proceeds that, privileges and preferences held by Seller pursuant to Sections 2.1(c), 2.4 and 2.5 in the opinion of the Investor Rights Agreement; providedUnderwriters, howevercould be raised in the IPO without adversely affecting the IPO Price or the after- market trading price of the Series 1 PCS Stock. If such recommendation is for Total Proceeds of more than $525 million and any of the Parents notifies the other Parents within ten days following the receipt of such advice from the Underwriters that such Parent is unwilling to proceed with an IPO of the size recommended by the Underwriters, that then the foregoing waiver shall be null and void as of, and Total Proceeds of the IPO shall not apply exceed $525 million unless a larger amount is permitted by clause (i) of Section 6.3(b) or a larger amount of Total Proceeds is thereafter unanimously agreed to any IPO consummated after, 11:59 pm Eastern Time on by the Outside Date. Except as expressly waived pursuant hereto, the Investor Rights Agreement and Seller’s rights pursuant thereto (including all rights to indemnification pursuant to Section 1.8 of the Investor Rights Agreement in connection with the IPO) shall remain unchangedParents. (d) A reasonable time prior The dollar amounts set forth above in this Section 6.3 do not include a 15% over-allotment option on the shares sold to the filing public in the IPO or submission thereofany amounts paid by FT, Buyer shall provide Seller with a full copy DT or the Cable Partners on exercise of (i) the registration statement on Form S-1 to be filed their Top-Up Rights in connection with the IPO, (ii) each amendment or supplement which will be incremental to such registration statement the amounts specified above and (iii) all correspondence between may be effected by Sprint without the Company and approval of any of the SEC relating to such registration statement or amendment or supplement. In the case of each such filing or submission, Buyer shall give reasonable and good faith consideration to all comments proposed by Seller to be included in any portion of such filing or submission that contains disclosures regarding Seller or its Affiliates, the Transactions, the Transaction Documents and/or the Purchased AssetsCable Parents.