Common use of IPO Notice Clause in Contracts

IPO Notice. If at any time the SLP Stockholders determine in good faith that the Company could consummate a Minimum Float IPO in which the Initial SLP Stockholders will be able to receive an SLP Implied Return with respect to their aggregate equity investment on and after the Original Closing Date in the Company and its Subsidiaries of an amount equal to at least: (A) 1.8 times the aggregate investment by the Initial SLP Stockholders (without duplication) on and after the Original Closing Date in the equity of the DHI Group if such Minimum Float IPO is consummated prior to October 29, 2016; (B) 2.1 times the aggregate investment by the Initial SLP Stockholders (without duplication) on and after the Original Closing Date in the equity of the DHI Group if such Minimum Float IPO is consummated on or after October 29, 2016 and prior to October 29, 2017; or (C) 2.3 times the aggregate investment by the Initial SLP Stockholders (without duplication) on and after the Original Closing Date in the equity of the DHI Group if such Minimum Float IPO is consummated on or after October 29, 2017 and prior to October 29, 2018 (such implied returns contemplated in clauses (A) through (D), the “Applicable IPO Return,” which, for the avoidance of doubt, shall be measured as of the date of the SLP IPO Notice); and/or (D) (x) on or after October 29, 2018 or (y) upon the occurrence and during the continuation of a Disabling Event, no minimum implied return or amount shall be applicable (provided, that if the Disabling Event is a Disability of MD, then this subclause (y) shall cease to apply upon the cessation of such Disabling Event; provided, further, that so long as the SLP Stockholders have delivered an SLP IPO Notice during the continuation of a Disabling Event, then the Company shall proceed with a Minimum Float IPO), then the SLP Stockholders may provide written notice to the Company requesting that the Company commence a Minimum Float IPO (such notice, an “SLP IPO Notice”).

IPO Notice. If at any time the SLP Stockholders determine in good faith that the Company could consummate a Minimum Float IPO in which the Initial SLP Stockholders will be able to receive an SLP Implied Return with respect to their aggregate equity investment on and after the Original Closing Date in the Company and its Subsidiaries of an amount equal to at least: (A) 1.8 times the aggregate investment by the Initial SLP Stockholders (without duplication) on and after the Original Closing Date in the equity of the DHI DTI Group if such Minimum Float IPO is consummated prior to October 29, 2016; (B) 2.1 times the aggregate investment by the Initial SLP Stockholders (without duplication) on and after the Original Closing Date in the equity of the DHI DTI Group if such Minimum Float IPO is consummated on or after October 29, 2016 and prior to October 29, 2017; or (C) 2.3 times the aggregate investment by the Initial SLP Stockholders (without duplication) on and after the Original Closing Date in the equity of the DHI DTI Group if such Minimum Float IPO is consummated on or after October 29, 2017 and prior to October 29, 2018 (such implied returns contemplated in clauses (A) through (D), the “Applicable IPO Return,” which, for the avoidance of doubt, shall be measured as of the date of the SLP IPO Notice); and/or (D) (x) on or after October 29, 2018 or (y) upon the occurrence and during the continuation of a Disabling Event, no minimum implied return or amount shall be applicable (provided, that if the Disabling Event is a Disability of MD, then this subclause (y) shall cease to apply upon the cessation of such Disabling Event; provided, further, that so long as the SLP Stockholders have delivered an SLP IPO Notice during the continuation of a Disabling Event, then the Company shall proceed with a Minimum Float IPO), then the SLP Stockholders may provide written notice to the Company requesting that the Company commence a Minimum Float IPO (such notice, an “SLP IPO Notice”).