Common use of Registrable Interests Not Sold Under IPO Registration Statement Clause in Contracts

Registrable Interests Not Sold Under IPO Registration Statement. If (w) the Company terminates or withdraws the IPQ Registration Statement prior to its effectiveness or the distribution of all Registrable Interests, if any, registered thereunder, (x) the underwriters exercise their right pursuant to Section 2(b)(ii) of this Agreement to exclude any Registrable Interests from the IPQ Registration Statement, (y) any Holder elects to withdraw or not to include any Registrable Interests in the IPQ Registration Statement, or (z) any Registrable Interests are otherwise not registered under and distributed pursuant to the IPQ Registration Statement, then the Company shall file the Mandatory Shelf Registration Statement (if not previously filed) or an additional shelf registration statement (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement) (an “Additional Mandatory Shelf Registration Statement”) relating to any Registrable Interests not registered under and distributed pursuant to an IPQ Registration Statement and shall use its best efforts to file no later than (a) in the case of the withdrawal or abandonment of the offering pursuant to the IPQ Registration Statement, the date which is forty five (45) days after the earlier of the withdrawal or abandonment of the offering pursuant to the IPQ Registration Statement or (b) the date which is forty five (45) days from the effective date of the IPQ Registration Statement.

Registrable Interests Not Sold Under IPO Registration Statement. If (w) the Company terminates or withdraws the IPQ IPO Registration Statement prior to its effectiveness or the distribution of all Registrable Interests, if any, registered thereunder, (x) the underwriters exercise their right pursuant to Section 2(b)(ii) of this Agreement to exclude any Registrable Interests from the IPQ IPO Registration Statement, (y) any Holder elects to withdraw or not to include any Registrable Interests in the IPQ IPO Registration Statement, or (z) any Registrable Interests are otherwise not registered under and distributed pursuant to the IPQ IPO Registration Statement, then the Company shall file the Mandatory Shelf Registration Statement (if not previously filed) or an additional shelf registration statement (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement) (an “Additional Mandatory Shelf Registration Statement”) relating to any Registrable Interests not registered under and distributed pursuant to an IPQ IPO Registration Statement and shall use its best efforts to file no later than (a) in the case of the withdrawal or abandonment of the offering pursuant to the IPQ IPO Registration Statement, the date which is forty five (45) days after the earlier of the withdrawal or abandonment of the offering pursuant to the IPQ IPO Registration Statement or (b) the date which is forty five (45) days from after the effective date consummation of the IPQ offering pursuant to the IPO Registration Statement.