Common use of IPO Sales Clause in Contracts

IPO Sales. If any Holder is permitted to offer Registrable Securities in connection with the Initial Public Offering, then each of the other Holders will be entitled to offer their Registrable Securities in connection with the Initial Public Offering pursuant to this Section 4(b). In the event that any Holder will be permitted to offer Registrable Securities in connection with the Initial Public Offering, the Company shall (i) as early as reasonably practicable, provide each Holder specified in the previous sentence with written notice of such fact, which notice shall specify the name(s) of the Holder(s) that will be permitted to offer Registrable Securities in connection with the Initial Public Offering and the intended method of disposition of such Registrable Securities and (ii) subject to Section 3(f), include in the Registration Statement filed in connection with the Initial Public Offering all of the Registrable Securities requested by such Holders for inclusion in such Registration Statement from whom the Company has received a written request for inclusion therein within 10 days after the receipt by such Holders of such written notice referred to in clause (i) above. Each such request by such Holders shall specify the number of Registrable Securities proposed to be registered. The failure of any Holder to respond within such 10-day period referred to in clause (ii) above shall be deemed to be a waiver of such Holder’s rights under this Section 4(b). Any Holder may waive its rights under this Section 4(b) prior to the expiration of such 10-day period by giving written notice to the Company. If a Holder sends the Company a written request for inclusion of part or all of such Holder’s Registrable Securities in the Initial Public Offering, such Holder shall be entitled to withdraw such request by giving written notice to the Company of its intention to withdraw from such registration; provided, however, that such request for withdrawal must be made in writing prior to the earlier of the execution of the underwriting agreement with respect to such registration. If the Company Underwriter advises the Company and the requesting Holders that the registration of all or part of the Registrable Securities which the Holders have requested to be included exceeds the number of securities which can be sold in such offering within a price range acceptable to the Company, then the Company shall include in the Initial Public Offering only the aggregate amount of Registrable Securities, if any, that the Company Underwriter believes may be sold and shall include in such registration, first, all of the securities to be offered for the account of the Company; second, the Registrable Securities to be offered for the account of the Holders pursuant to this Section 4(b), as a group, pro rata based on the number of Registrable Securities owned by each such Holder; and third, any other securities requested to be included in the Initial Public Offering.

IPO Sales. If Subject to Section 3(d), if any Investor Holder is permitted to offer Registrable Securities in connection with the Initial Public Offering, then each of the other Investor Holders will be entitled that hold 5% or more of the outstanding shares of Common Stock (disregarding any dilution of such Investor Holder’s percentage ownership of Common Stock other than as a result of any issuance of New Securities (as defined in the Stockholders Agreement) pursuant to Section 4.1 of the Stockholders Agreement in which such Investor Holder was eligible to, but failed to, acquire New Securities) at the time of the Initial Public Offering may likewise offer their Registrable Securities in connection with the Initial Public Offering pursuant to this Section 4(b). In the event that any Investor Holder will be permitted to offer Registrable Securities in connection with the Initial Public Offering, the Company shall (i) as early as reasonably practicable, provide each Investor Holder specified in the previous sentence with written notice of such fact, which notice shall specify the name(s) of the Investor Holder(s) that will be permitted to offer Registrable Securities in connection with the Initial Public Offering and the intended method of disposition of such Registrable Securities and (ii) subject to Section 3(f), include in the Registration Statement filed in connection with the Initial Public Offering all of the Registrable Securities requested by such Investor Holders for inclusion in such Registration Statement from whom the Company has received a written request for inclusion therein within 10 days after the receipt by such Investor Holders of such written notice referred to in clause (i) above. Each such request by such Investor Holders shall specify the number of Registrable Securities proposed to be registered. The failure of any Investor Holder to respond within such 10-day period referred to in clause (ii) above shall be deemed to be a waiver of such Investor Holder’s rights under this Section 4(b). Any Investor Holder may waive its rights under this Section 4(b) prior to the expiration of such 10-day period by giving written notice to the Company. If a an Investor Holder sends the Company a written request for inclusion of part or all of such Investor Holder’s Registrable Securities in the Initial Public Offering, such Investor Holder shall not be entitled to withdraw or revoke such request by giving without the prior written notice consent of the Company in the Company’s sole discretion unless, as a result of facts or circumstances arising after the date on which such request was made relating to the Company of its intention or to withdraw from market conditions, such registration; provided, however, Investor Holder reasonably determines that participation in such request for withdrawal must be made in writing prior to the earlier of the execution of the underwriting agreement with respect to Initial Public Offering would have a material adverse effect on such registrationInvestor Holder. If the Company Underwriter advises the Company and the requesting Investor Holders that the registration of all or part of the Registrable Securities which the Investor Holders have requested to be included exceeds the number of securities which can be sold in such offering within a price range acceptable to the Company, then the Company shall include in the Initial Public Offering only the aggregate amount of Registrable Securities, if any, that the Company Underwriter believes may be sold and shall include in such registration, first, all of the securities to be offered for the account of the Company; second, the Registrable Securities to be offered for the account of the Investor Holders pursuant to this Section 4(b), as a group, pro rata based on the number of Registrable Securities owned by each such Investor Holder; and third, any other securities requested to be included in the Initial Public Offering.