Common use of IPO Notice Clause in Contracts

IPO Notice. No later than the earlier of (a) the fifth Business Day after the IPO Filing Date, and (b) the 20th day prior to the anticipated commencement of a bona fide roadshow for an IPO, the Issuer shall provide the Requisite Holders with a written notice of such IPO Filing Date (the “IPO Notice”). The IPO Notice shall include the expected material terms (including the then-expected range of the price per share) and a bona fide estimate of the anticipated size of the IPO (it being understood that the actual terms and size of the IPO may differ from such expected material terms and bona fide estimate), an indication as to whether or not the Issuer expects such IPO to be a Qualified IPO, and date by which the Holder must make any election to convert the Notes pursuant to this Section 3(b) (the “IPO Election Deadline Date”), which shall be no earlier than ten (10) days in advance of the anticipated commencement of a bona fide roadshow for such IPO. The date of the anticipated commencement of the roadshow will be determined in good faith by the Issuer. The Requisite Holders will be required to make any applicable election (an “IPO Conversion Election”) to convert the Notes in writing by notice to the Issuer no later than the IPO Election Deadline Date; provided that any conversion election may be conditional on an IPO constituting a Qualified IPO or a Non-Qualified IPO, as stated by the Requisite Holders in such election. Any such election to convert the Notes in connection with an IPO shall be irrevocable once delivered to the Issuer.

IPO Notice. No later than the earlier of (a) the fifth (5th) Business Day after the IPO Filing Date, and (b) the 20th twentieth (20th) day prior to the anticipated commencement of a bona fide roadshow for an IPO, the Issuer shall provide the Requisite Holders with a written notice of such IPO Filing Date (the “IPO Notice”). The IPO Notice shall include the expected material terms (including the then-expected range of the price per share) and a bona fide estimate of the anticipated size of the IPO (it being understood that the actual terms and size of the IPO may differ from such expected material terms and bona fide estimate), an indication as to whether or not the Issuer expects such IPO to be a Qualified IPO, and the date by which the Holder must make any election to convert the Notes pursuant to this Section 3(b3(a) (the “IPO Election Deadline Date”), which shall be no earlier than ten (10) days in advance of the anticipated commencement of a bona fide roadshow for such IPO. The date of the anticipated commencement of the roadshow will be determined in good faith by the Issuer. The Requisite Holders will be required to make any applicable election (an “IPO Conversion Election”) to convert the Notes Note in writing by notice to the Issuer no later than the IPO Election Deadline Date; provided provided, that any conversion election may be conditional on an IPO constituting a Qualified IPO or a Non-Qualified IPO, as stated by the Requisite Holders in such election; provided, further, that, if no IPO Conversion Election notice is delivered to the Issuer five (5) days prior to the IPO Election Deadline Date, the Issuer shall deliver a written notice to the Requisite Holders of the failure to receive the IPO Conversion Election as of such date. Any such election to convert the Notes in connection with an IPO shall be irrevocable once delivered to the Issuer. If the Requisite Holders do not timely deliver an IPO Conversion Election on or prior to the IPO Election Deadline Date, thereafter the Holders shall not have the right to make a Maturity Conversion Election pursuant to Section 5(a).