Offering Committee Sample Clauses

Offering Committee. (i) The Holders hereby establish an offering committee (the “Offering Committee”) consisting of one representative (a “Designated Committee Member”) of each of Citadel Advisors LLC and its Affiliates and Rubric Capital Management LP and its Affiliates (each, a “Designating Stockholder” and collectively, the “Designating Stockholders”). So long as the Designating Stockholders beneficially own in the aggregate at least 20.0% of the outstanding Common Stock, the Offering Committee shall have the authority to exercise the rights set forth in this Section 3 on behalf of the Holders. (ii) Each Designating Stockholder shall have the right to designate one Designated Committee Member to the Offering Committee so long as such Designating Stockholder beneficially owns at least 5.0% of the outstanding Common Stock. So long as a Designating Stockholder has the right to designate a Designated Committee Member to the Offering Committee, such Designating Stockholder may remove and/or replace such individual serving as its Designated Committee Member. Upon any Designating Stockholder’s beneficial ownership of Common Stock falling below 5.0% of the outstanding Common Stock, such stockholder’s Designated Committee Member shall be removed from the Offering Committee, and such stockholder shall no longer be a Designating Stockholder for purposes of this Section 3. (iii) Any proposed action of the Offering Committee hereunder may only be taken with the approval of a majority of the total number of Designated Committee Members then serving on the Offering Committee; provided, however, in the event that any such proposed action receives the approval of a number of Designated Committee Members equal to the number of Designated Committee Members that do not approve (or abstain from voting on) such proposed action, such action shall be deemed to be approved by the Offering Committee if Designated Committee Members representing Designating Stockholders that beneficially own a majority of the Common Stock then beneficially owned by all of the Designating Stockholders approve such proposed action. (iv) Upon the written request of the Offering Committee, the Company shall pursue, and shall use its reasonable best efforts to consummate an IPO. In connection with such IPO, the following shall require the consent of the Offering Committee: (A) the selection of a lead underwriter or underwriters for the IPO and the members of the underwriting syndicate; (B) the structure of the IPO, includ...