Common use of Mandatory IPO Registration Clause in Contracts

Mandatory IPO Registration. The Company agrees to use its best efforts to file with the Commission no later than 180 days after the consummation of a Qualifying Investment Transaction, a registration statement on Form S-1 or such other form under the Securities Act then available to the Company in order to effect a Qualified IPO (such registration statement, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments and all exhibits thereto, the “IPO Registration Statement”). If the Company proposes to file an IPO Registration Statement, the Company shall notify each Holder of the filing (including notifying each Holder of the identity of the managing underwriters of such initial public offering), within ten (10) Business Days after such filing, and afford each Holder an opportunity to include in such IPO Registration Statement all or any part of the Registrable Interests then held by such Holder, subject to compliance with the terms of this Agreement, the cutback rights described below and other conditions and limitations that may be imposed by the managing underwriters for such offering. Each Holder desiring to include in any such IPO Registration Statement all or part of the Registrable Interests held by such Holder shall, within twenty (20) days after receipt of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Interests such Holder wishes to include in such IPO Registration Statement. Any election by any Holder to include any Registrable Interests in such IPO Registration Statement will not affect the inclusion of such Registrable Interests in the Mandatory Shelf Registration Statement until such Registrable Interests have been sold under the IPO Registration Statement; provided, however, that at such time, the Company shall have the right to remove from the Mandatory Shelf Registration Statement the Registrable Interests sold pursuant to the IPO Registration Statement.

Mandatory IPO Registration. The Company agrees to use its best efforts to file with the Commission no later than 180 days after the consummation of a Qualifying Investment TransactionDecember 22, 2010, a registration statement on Form S-1 S-l or such other form under the Securities Act then available to the Company in order to effect a Qualified IPO (such registration statement, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments and all exhibits thereto, the “IPO Registration Statement”). If the Company proposes to file an IPO Registration Statement, the Company shall notify each Holder of the filing (including notifying each Holder of the identity of the managing underwriters of such initial public offering), within ten (10) Business Days after such filing, and afford each Holder an opportunity to include in such IPO Registration Statement all or any part of the Registrable Interests then held by such Holder, subject to compliance with the terms of this Agreement, the cutback rights described below and other conditions and limitations that may be imposed by the managing underwriters for such offering. Each Holder desiring to include in any such IPO Registration Statement all or part of the Registrable Interests held by such Holder shall, within twenty (20) days after receipt of the above-described notice by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Interests such Holder wishes to include in such IPO Registration Statement. Any election by any Holder to include any Registrable Interests in such IPO Registration Statement will not affect the inclusion of such Registrable Interests in the Mandatory Shelf Registration Statement until such Registrable Interests have been sold under the IPO Registration Statement; provided, however, that at such time, the Company shall have the right to remove from the Mandatory Shelf Registration Statement the Registrable Interests sold pursuant to the IPO Registration Statement.