Common use of Partner Distributions Clause in Contracts

Partner Distributions. The Stockholders shall use commercially reasonable efforts to coordinate any partner distributions or similar redemption of equity interests (any such distribution or redemption, a “Distribution”) in accordance with this Section 3.5. Prior to the first anniversary of the Closing Date and provided that, as of the date of the distribution Notice, the last reported closing price of the Class A Common Stock on the exchange on which the Class A Common Stock is listed (the “Closing Price”) was at least 1.5 times the price per share set forth on the cover page of the final prospectus for the IPO (the “IPO Price”) (subject to adjustment for any stock split, reverse stock split, reclassification or otherwise), the Stockholders shall be entitled to make one Distribution up to the Distribution Cap (as defined below). Subsequent to the first anniversary of the Closing Date, the Stockholders shall be entitled to make one Distribution up to the Distribution Cap (as defined below) per quarter. Following the delivery of a Notice from a Stockholder pursuant to Section 3.1 regarding such a Distribution, no Stockholder shall consummate any such Distribution until ten (10) Business Days after the Notice has been delivered to the other Stockholders. Each other Stockholder shall have the right to conduct a substantially concurrent Distribution by delivering written notice to the initiating Stockholder within five (5) Business Days of receipt of such Notice. The failure by any Stockholder to deliver any such written notice within such period shall be deemed to be an election by such Stockholder not to exercise its participation rights under this Section 3.5 with respect to such contemplated Transfer. Subject to the exercise of such right to participate by any other Stockholder under this Section 3.5, the initiating Stockholder shall thereafter be free to distribute the Shares identified in the Transfer Notice in the manner and on the general terms and conditions contemplated in the respective Transfer Notice, including the proposed timing of such Distribution. Each Stockholder shall be entitled to Distribute no more than the greater of (i) such Stockholder’s Rule 144 Pro Rata Portion or (ii) one percent (1%) of the Issuer’s market capitalization as of the date of delivery of the Notice described in this Section 3.5 (the “Distribution Cap”); provided that if any Stockholder elects not to make any such Distribution (or effect a substantially contemporaneous sale under Section 3.2, 3.3 or 3.4, which for purposes of this proviso, shall be treated as Shares distributed in the Distribution), the other Stockholders may increase their respective number of Shares to be distributed or redeemed in the Distribution, on a pro rata basis, up to the amount of such non-distributing Stockholder’s Distribution Cap. Notwithstanding anything to the contrary, this Section 3.5 shall not govern with respect to Distributions of the sort described in Section 3.7(c) and shall not be deemed to apply to the Idea Men Stockholders.

Partner Distributions. The Stockholders shall use commercially reasonable efforts If the Liquidity Event proposed to coordinate any be initiated by a Sponsor Investor involves a partner distributions distribution or similar redemption of equity interests (any such distribution or redemption, a “Distribution”), then such Sponsor Investor shall deliver the Notice described in Section 3.1(b) in accordance with this Section 3.5. Prior respect to the first anniversary of the Closing Date and provided that, as of the date of the distribution Notice, the last reported closing price of the Class A Common Stock on the exchange on which the Class A Common Stock is listed (the “Closing Price”) was such proposed Distribution at least 1.5 times the price per share set forth on the cover page of the final prospectus for the IPO (the “IPO Price”) (subject to adjustment for any stock split, reverse stock split, reclassification or otherwise), the Stockholders shall be entitled to make one Distribution up to the Distribution Cap (as defined below). Subsequent to the first anniversary of the Closing Date, the Stockholders shall be entitled to make one Distribution up to the Distribution Cap (as defined below) per quarter. Following the delivery of a Notice from a Stockholder pursuant to Section 3.1 regarding such a Distribution, no Stockholder shall consummate any such Distribution until ten (10) Business Days after the Notice has been delivered prior to the other Stockholdersproposed Distribution date set forth in such Notice. Each other Stockholder shall have the right to conduct a substantially concurrent Distribution by delivering written notice to the initiating Stockholder Initiating Investor within five (5) Business Days of receipt of such Notice. The failure by any Stockholder to deliver any such written notice within such period shall be deemed to be an election by such Stockholder not to exercise its participation rights under this Section 3.5 with respect to such contemplated TransferDistribution. Subject to the exercise of such right to participate by any other Stockholder under this Section 3.5, the initiating Stockholder Initiating Investor shall thereafter be free to distribute the Shares identified in the Transfer Notice in the manner and on the general terms and conditions contemplated in the respective Transfer such Notice, including the proposed timing of such Distribution. Each The Issuer agrees to reasonably coordinate with the Stockholders and any other stockholders of the Issuer as requested by any Stockholder shall be entitled to Distribute no more than in connection with the greater structuring of (i) any Distribution by such Stockholder’s Rule 144 Pro Rata Portion or (ii) one percent (1%) of the Issuer’s market capitalization as of the date of delivery of the Notice described in this Section 3.5 (the “Distribution Cap”); provided that if any Stockholder elects not to make any such Distribution (or effect a substantially contemporaneous sale under Section 3.2, 3.3 or 3.4, which for purposes of this proviso, shall be treated as Shares distributed in the Distribution), the other Stockholders may increase their respective number of Shares to be distributed or redeemed in the Distribution, on a pro rata basis, up to the amount of such non-distributing Stockholder’s Distribution Cap. Notwithstanding anything to the contrarycontrary set forth herein, any Distribution effected pursuant to this Section 3.5 may be effected prior to the proposed Distribution date set forth in the Notice, provided that (i) each Stockholder that has elected to participate in such Distribution agrees to such earlier date, and (ii) each other Stockholder has waived its right to participate in such Distribution prior to such earlier date (either by providing written notice to that effect to the Initiating Investor or by failing to respond to the Notice within the time period specified above). Notwithstanding anything to the contrary set forth in this Agreement, this Section 3.5 shall will not govern with respect apply to Distributions of the sort type described in Section 3.7(c3.8(d) and shall not be deemed to apply to the Idea Men Stockholdershereof.