Common use of Offer Procedures Clause in Contracts

Offer Procedures. If and whenever the Company is required by Section 11.1 or Section 11.2 to use its reasonable best efforts to obtain the Qualification of an Offer Document in respect of any Subject Securities, the following provisions shall apply: (a) The Company shall: (i) As promptly as practicable prepare and file with the SEC an Offer Document with respect to the Subject Securities and use its reasonable best efforts to cause such Offer Document to become and remain Qualified; provided that before filing any Offer Document or any amendments or supplements thereto, the Company shall furnish to and afford each Stockholder holding Subject Securities covered by such Offer Document (a “Participating Stockholder”), its advisors and the Underwriters, if any, a reasonable opportunity to review and comment on copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed. (ii) As promptly as practicable, prepare and file with the SEC such amendments and supplements to an Offer Document as may be necessary to comply with the provisions of applicable Law with respect to the sale or disposition of the Subject Securities. (iii) Promptly notify each Participating Stockholder (A) when an Offer Document or any amendment or supplement thereto has been filed and when it has become Qualified; (B) of any request by the SEC for amendments or supplements to an Offer Document or for additional information; or (C) of any order issued or threatened by the SEC suspending the Qualification of an Offer Document; the Company shall use its reasonable best efforts to prevent the issuance of any such order and, if any such order is issued, shall use its reasonable best efforts to obtain the withdrawal of such order at the earliest possible moment. (iv) Promptly upon becoming aware thereof, notify each Participating Stockholder and the Underwriters, if any, at any time when an Offer Document is required to be made available under applicable law or regulations, of the occurrence of an event requiring the preparation of a supplement or amendment to an Offer Document so that, as thereafter delivered to the purchasers of the Subject Securities, such Offer Document will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and promptly make available to each Participating Stockholder and the Underwriters, if any, any such supplement or amendment. (v) Use its reasonable best efforts to register or qualify the Subject Securities under such securities or blue sky laws of such jurisdictions in the United States as the Participating Stockholders or the Underwriters, if any, shall reasonably request, and do any and all other acts and things that may be reasonably necessary to enable each Participating Stockholder or the Underwriters, if any, to consummate the disposition of the Subject Securities in such jurisdictions; provided that in no event shall the Company be required to qualify to do business as a foreign corporation in any jurisdiction where it is not so qualified, or to execute or file any general consent to service of process under the laws of any jurisdiction. (vi) Use reasonable best efforts to keep a Registration Statement that has become a Qualified Offer Document continuously effective and not subject to any stop order, injunction or other similar order or requirement of the SEC, until the earlier of (A) the expiration of the SEC Required Period; and (B) the date on which all Subject Securities covered by the Registration Statement (1) have been disposed of pursuant to such Registration Statement; or (2) cease to be subject to the registration requirements of the Securities Act; provided that in no event will such period expire prior to the expiration of the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 promulgated thereunder; provided, further, that in the event of any stop order, injunction or other similar order or requirement of the SEC relating to the Registration Statement, the SEC Required Period shall be extended by the number of days during which such stop order, injunction or similar order or requirement remains in effect. (vii) Make available upon reasonable advance notice for inspection by any Participating Stockholder, any Underwriters and any attorney, accountant or other professional retained by any such Participating Stockholder or Underwriter (collectively, the “Advisors”), all financial and other records, pertinent corporate documents and properties of the Company (collectively, the “Records”) as shall be reasonably necessary to enable them to conduct a “reasonable” investigation for purposes of Section 11(a) of the Securities Act and other applicable antifraud and securities laws and cause the Company’s directors, officers and employees to supply all information reasonably requested by any Advisors in connection with such Offer Document. (viii) Use its reasonable best efforts to cause all Subject Securities covered by an Offer Document to be listed or qualified for trading on a national securities exchange, or otherwise become actively traded over-the-counter, in any case in the same manner in which the Company’s outstanding Securities are listed or qualified for trading and, if none of the Company’s outstanding Securities are so listed or qualified for trading, use its reasonable best efforts to cause all such Securities promptly to be listed or qualified for trading on a national securities exchange, or otherwise become actively traded over-the-counter in a generally recognized and generally accepted manner in the United States. (ix) Promptly furnish to each Participating Stockholder and each Underwriter, if any, such number of copies of an Offer Document, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein) and such other documents as such Participating Stockholder or Underwriter may reasonably request in order to facilitate the disposition of the Subject Securities owned by such Participating Stockholder. (x) In connection with an underwritten offering of Subject Securities, enter into an underwriting agreement in such form as is customary in underwritten offerings made by selling security holders and take all such other actions as are reasonably requested by the Underwriters in order to expedite or facilitate the registration or the disposition of such Subject Securities, and in such connection (A) make such representations and warranties to the Underwriters with respect to the business of the Company and its subsidiaries, and the relevant Offer Document and documents, if any, incorporated or deemed to be incorporated by reference therein, as are customarily made by issuers to underwriters in underwritten offerings made by selling security holders, and confirm the same on the settlement date for the offering; (B) cause opinions of counsel to the Company (which counsel and opinions shall be reasonably satisfactory to the Underwriters) to be delivered to the Underwriters covering the matters customarily covered in opinions requested in underwritten offerings by selling security holders; (C) cause “cold comfort” letters and updates thereof (which letters and updates shall be reasonably satisfactory to the Underwriters) from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants of any Subsidiary of the Company or of any business acquired or owned by the Company for which financial statements and financial data are, or are required to be, included in the Offer Document) to be delivered to the Underwriters, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings by selling security holders; and (D) agree to customary indemnification and contribution provisions in favor of both the Participating Stockholders and the Underwriters or selling agents. (xi) Comply with all applicable rules and regulations of the SEC and make generally available to security holders earning statements satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) not later than forty-five (45) days after the end of any twelve (12)-month period (or ninety (90) days after the end of any twelve (12)-month period if such period is a fiscal year) (A) commencing at the end of any fiscal quarter in which Subject Securities are offered and sold to underwriters in a Public Offering; and (B) if not sold to underwriters in such an offering, commencing on the first day of the fiscal quarter of the Company after the effective date of a Registration Statement, which statements shall cover said twelve (12)-month period. (xii) Cooperate with each Participating Stockholder and the Underwriters in connection with any filings required to be made with any Self-Regulatory Organization. (xiii) Use its reasonable best efforts to take all other steps reasonably necessary to effect the Qualification, offering and sale of the Subject Securities covered by an Offer Document and enter into any other customary agreements and take such other actions, including participation in “road shows”, as are reasonably required in order to expedite or facilitate the disposition of the Subject Securities. (b) Each Participating Stockholder shall enter into an underwriting agreement in such form as is customary in underwritten offerings made by selling security holders including, without limitation, any lock-up restrictions requested by the Underwriters prohibiting and/or restricting the transfer of Subject Securities and any hedging or other trading activities with respect to such securities. It shall be a condition precedent to the obligations of the Company to take any action pursuant to this Article XI with respect to the Subject Securities of any Participating Stockholder that such Participating Stockholder shall furnish to the Company such information regarding itself, the Subject Securities held by it, and the intended method of disposition of such Subject Securities as shall be required to effect the registration of such Participating Stockholder’s Subject Securities.

Offer Procedures. If and whenever the Company IPO Entity is required by Section 11.1 7.1 or Section 11.2 7.2 to use its reasonable best efforts to obtain the Qualification of an Offer Document in respect of any Subject Securities, the following provisions shall apply: (a) The Company IPO Entity shall: (i) As promptly as practicable prepare and file with the SEC each applicable Regulator an Offer Document with respect to the Subject Securities and use its reasonable best efforts to cause such Offer Document to become and remain Qualified; , provided that that, before filing any Offer Document or any amendments or supplements thereto, the Company IPO Entity shall furnish to and afford each Stockholder Shareholder holding Subject Securities covered by such Offer Document (a “Participating StockholderSelling Shareholder”), its advisors and the managing underwriters (the “Underwriters”), if any, a reasonable opportunity to review and comment on copies of all such documents (including copies of any documents to be incorporated by reference therein and all exhibits thereto) proposed to be filed. (ii) As promptly as practicable, prepare and file with the SEC each applicable Regulator such amendments and supplements to an Offer Document as may be necessary to keep the Qualification of the Offer Document current and effective and to comply with the provisions of applicable Law law with respect to the sale or disposition of the Subject Securities. (iii) Promptly notify each Participating Stockholder Selling Shareholder (A) when an Offer Document or any amendment or supplement thereto has been filed and when it has become Qualified; , (B) of any request by the SEC any applicable Regulator for amendments or supplements to an Offer Document or for additional information; information or (Ciii) of any order issued or threatened by the SEC any applicable Regulator suspending the Qualification of an Offer Document; the Company IPO Entity shall use its reasonable best efforts to prevent the issuance of any such order and, if any such order is issued, shall use its reasonable best efforts to obtain the withdrawal of such order at the earliest possible moment. (iv) Promptly Immediately upon becoming aware thereof, notify each Participating Stockholder Selling Shareholder and the Underwriters, if any, at any time when a U.S. Prospectus or an Offer Document EU Prospectus is required to be made available under applicable law or regulations, of the occurrence of an event requiring the preparation of a supplement or amendment to an Offer Document so that, as thereafter delivered to the purchasers of the Subject Securities, such Offer Document will not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, and promptly make available to each Participating Stockholder Selling Shareholder and the Underwriters, if any, any such supplement or amendment. (v) Use its reasonable best efforts to register or qualify the Subject Securities under such securities or blue sky laws of such jurisdictions in the United States as the Participating Stockholders Selling Shareholders or the Underwriters, if any, shall reasonably request, and do any and all other acts and things that may be reasonably necessary to enable each Participating Stockholder participating Selling Shareholder or the Underwriters, if any, to consummate the disposition of the Subject Securities in such jurisdictions; , provided that in no event shall the Company IPO Entity be required to qualify to do business as a foreign corporation in any jurisdiction where it is not so qualified, or to execute or file any general consent to service of process under the laws of any jurisdiction. (vi) Use reasonable best efforts to keep a Registration Statement that has become a Qualified Offer Document continuously effective and not subject to any stop order, injunction or other similar order or requirement of the SEC, until the earlier of (A) the expiration of the SEC Required Period; and (B) the date on which all Subject Securities covered by the Registration Statement (1) have been disposed of pursuant to such Registration Statement; or (2) cease to be subject to the registration requirements of the Securities Act; provided that in no event will such period expire prior to the expiration of the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 promulgated thereunder; provided, further, that in the event of any stop order, injunction or other similar order or requirement of the SEC relating to the Registration Statement, the SEC Required Period shall be extended by the number of days during which such stop order, injunction or similar order or requirement remains in effect. (vii) Make available upon reasonable advance notice for inspection by any Participating StockholderSelling Shareholder, any Underwriters and any attorney, accountant or other professional retained by any such Participating Stockholder Selling Shareholder or Underwriter (collectively, the “Advisors”), all financial and other records, pertinent corporate documents and properties of the Company IPO Entity (collectively, the “Records”) as shall be reasonably necessary to enable them to conduct a “reasonable” investigation for purposes of Section 11(a) of the Securities Act and other applicable antifraud and securities laws and cause the CompanyIPO Entity’s directors, officers and employees to supply all information reasonably requested by any Advisors in connection with such Offer Document. (viiivii) Use its reasonable best efforts to cause all Subject Securities covered by by-an Offer Document to be listed or qualified for trading on a national securities exchange, any stock exchange or otherwise become actively traded over-the-counter, in any case in the same manner in quotation service on which the CompanyIPO Entity’s outstanding Securities equity securities are listed or qualified for trading andor, if none of the CompanyIPO Entity’s outstanding Securities equity securities are so listed or qualified for trading, use its reasonable best efforts to cause all such Securities promptly to be listed or qualified for trading on a national securities exchangeany stock exchange or quotation services, or otherwise become actively traded over-the-counter in a generally recognized and generally accepted manner stock exchange or quotation service in the United StatesStates or Europe. (ixviii) Promptly furnish Furnish to each Participating Stockholder Selling Shareholder and each Underwriter, if any, such number of copies of an Offer Document, each amendment and supplement thereto (in each case including all exhibits thereto and documents incorporated by reference therein) and such other documents as such Participating Stockholder Selling Shareholder or Underwriter may reasonably request in order to facilitate the disposition of the Subject Securities owned by such Participating StockholderSelling Shareholder. (xix) In connection with an underwritten offering of Subject Securities, enter into an underwriting agreement in such form as is customary in underwritten offerings made by selling security holders and take all such other actions as are reasonably requested by the Underwriters in order to expedite or facilitate the registration or the disposition of such Subject Securities, and in such connection (A) make such representations and warranties to the Underwriters with respect to the business of the Company IPO Entity and its subsidiariesSubsidiaries, and the relevant Offer Document and documents, if any, incorporated or deemed to be incorporated by reference therein, as are customarily made by issuers to underwriters in underwritten offerings made by selling security holders, and confirm the same on the settlement date for the offering; , (B) cause opinions of counsel to the Company IPO Entity (which counsel and opinions shall be reasonably satisfactory to the Underwritersmanaging underwriters) to be delivered to the Underwriters covering the matters customarily covered in opinions requested in underwritten offerings by selling security holders; , (C) cause “cold comfort” letters and updates thereof (which letters and updates shall be reasonably satisfactory to the Underwritersmanaging underwriters) from the independent certified public accountants of the Company IPO Entity (and, if necessary, any other independent certified public accountants of any Subsidiary or equity investee of the Company IPO Entity or of any business acquired or owned by the Company IPO Entity for which financial statements and financial data are, or are required to be, included in the Offer Document) to be delivered to the Underwriters, such letters to be in customary form and covering matters of the type customarily covered in “cold comfort” letters in connection with underwritten offerings by selling security holders; holders and (D) agree to customary indemnification and contribution provisions in favor of both the Participating Stockholders Selling Shareholders and the Underwriters or selling agents. (xix) Comply with all applicable rules and regulations of each applicable Regulator and, in the SEC and case of a U.S. Public Offering, make generally available to security holders earning statements satisfying the provisions of Section 11(aII (a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) not later than forty-five (45) days after the end of any twelve (12)-month 12-month period (or ninety (90) 90 days after the end of any twelve (12)-month period if such period is a fiscal year) (A) commencing at the end of any fiscal quarter in which Subject Securities are offered and sold to underwriters in a Public Offering; Offering and (B) if not sold to underwriters in such an offering, commencing on the first day of the fiscal quarter of the Company IPO Entity after the effective date of a Registration Statement, which statements shall cover said twelve (12)-month period. (xiixi) Cooperate with each Participating Stockholder Selling Shareholder and the Underwriters in connection with any filings required to be made with any Self-Regulatory Organization. (xiiixii) Use its reasonable best efforts to take all other steps reasonably necessary to effect the Qualification, offering and sale of the Subject Securities covered by an Offer Document and enter into any other customary agreements and take such other actions, including participation in “road shows”, as are reasonably required in order to expedite or facilitate the disposition of the Subject Securities. (b) Each Participating Stockholder Selling Shareholder shall enter into an underwriting agreement in such form as is customary in underwritten offerings made by selling security holders including, without limitation, agree to any lock-up restrictions requested by the Underwriters prohibiting and/or restricting the transfer of Subject Securities and any hedging or other trading activities with respect to such securities. It , provided that the form of lock-up agreement agreed to by Investor and the Management Trust shall be a condition precedent to substantially the obligations of the Company to take any action pursuant to this Article XI with respect to the Subject Securities same as that required of any Participating Stockholder that such Participating Stockholder shall furnish to the Company such information regarding itself, the Subject Securities held by it, and the intended method of disposition of such Subject Securities as shall be required to effect the registration of such Participating Stockholder’s Subject Securitiesother Selling Shareholder.