Common use of Pro Rata Distribution Clause in Contracts

Pro Rata Distribution. If, after the Lock-up Period, Shareholder A decides to distribute its Common Stock through a pro rata distribution to its shareholders, the Company shall reasonably cooperate with the reasonable requests of Shareholder A in connection therewith, including, to the extent reasonably necessary and with assistance of counsel to each party, seeking guidance from the Securities and Exchange Commission (the “SEC”) as to the requirements necessary for such distribution to be completed without registration, or, if registration is required, the appropriate form of such registration statement, in order to enable Shareholder A’s shareholders who receive Common Stock in the distribution to trade their shares of Common Stock freely; provided, that any consultation with the SEC shall include counsel to Shareholder A and counsel to the Company, and the Company shall use its commercially reasonable efforts to use the form of registration statement that, in the view of counsel to the Company and Shareholder A, is reasonably necessary to effect the distribution at the time desired by Shareholder A; provided, however, that Shareholder A shall consult with the Company a reasonable time in advance of such distribution regarding an orderly process, determining the appropriate mechanics for completing such distribution, and reimburse the Company for any reasonable out-of-pocket expenses incurred by the Company in connection therewith (other than any Registration Expenses for which the Company is responsible hereunder).