Common use of Share Sale Clause in Contracts

Share Sale. If the Initial Stockholder seeks to sell its shares of Common Stock other than pursuant to a registration statement (a “Share Sale”), the Company shall cooperate with and provide all assistance reasonably requested by the Initial Stockholder in connection with such Share Sale, including: (a) hiring legal counsel, regulatory counsel, accountants and other advisors selected by the Company and reasonably acceptable to the Initial Stockholder to act on behalf of the Company in connection with a Share Sale; (b) cooperating with any prospective purchaser, and any investment bank engaged by any prospective purchaser, in the evaluation of the Share Sale; (c) facilitating the due diligence process in respect of any Share Sale including (i) establishing and maintaining an online “data room,” (ii) providing access to the Company’s books and records and any other information and copies of documents reasonably requested by any prospective purchaser pursuant to customary confidentiality agreements and (iii) making members of senior management available to meet with any prospective purchaser as reasonably requested by such prospective purchaser; (d) providing any financial statements, including financial statements audited or reviewed by the Company’s auditors, or other financial information reasonably requested by the Initial Stockholder, any prospective purchaser or such prospective purchaser’s financing sources; (e) following the decision by the Board to abandon the exploration of any sales process for the entire Company, (i) providing the Initial Stockholder, upon request, with the names and contact information for each prospective purchaser in connection with such sale process and otherwise reasonably cooperating with the Initial Stockholder to facilitate communications with any such prospective purchaser, and (ii) for the avoidance of doubt, providing any such prospective purchaser with all information the Company is otherwise required to provide pursuant to Section 6.1(c) and Section 6.1(d); (f) providing customary representations, warranties, covenants, agreements, indemnities, holdbacks and escrow arrangements relating to the Share Sale, as applicable; (g) filing any required applications, reports, returns and other documents or instruments with any Governmental Entity; (h) executing, acknowledging and delivering any required certificates, agreements, consents, assignments, waivers and other documents or instruments; and (i) using reasonable best efforts to obtain any required third party consents.

Share Sale. If the Initial Stockholder Shareholder seeks to sell its shares of Common Stock Class A Shares other than pursuant to a registration statement (a “Share Sale”), the Company shall cooperate with and provide all assistance reasonably requested by the Initial Stockholder Shareholder in connection with such Share Sale, including: (a) hiring legal counsel, regulatory counsel, accountants and other advisors selected by the Company and reasonably acceptable to the Initial Stockholder Shareholder to act on behalf of the Company in connection with a Share Sale; (b) cooperating with any prospective purchaser, and any investment bank engaged by any prospective purchaser, in the evaluation of the Share Sale; (c) facilitating the due diligence process in respect of any Share Sale including (i) establishing and maintaining an online “data room,” (ii) providing access to the Company’s books and records and any other information and copies of documents reasonably requested by any prospective purchaser pursuant to customary confidentiality agreements and (iii) making members of senior management available to meet with any prospective purchaser as reasonably requested by such prospective purchaser; (d) providing any financial statements, including financial statements audited or reviewed by the Company’s auditors, or other financial information reasonably requested by the Initial StockholderShareholder, any prospective purchaser or such prospective purchaser’s financing sources; (e) following the decision by the Board to abandon the exploration of any sales process for the entire Company, (i) providing the Initial StockholderShareholder, upon request, with the names and contact information for each prospective purchaser in connection with such sale process and otherwise reasonably cooperating with the Initial Stockholder Shareholder to facilitate communications with any such prospective purchaser, and (ii) for the avoidance of doubt, providing any such prospective purchaser with all information the Company is otherwise required to provide pursuant to Section 6.1(c5.1(c) and Section 6.1(d5.1(d); (f) providing customary representations, warranties, covenants, agreements, indemnities, holdbacks and escrow arrangements relating to the Share Sale, as applicable; (g) filing any required applications, reports, returns and other documents or instruments with any Governmental Entity; (h) executing, acknowledging and delivering any required certificates, agreements, consents, assignments, waivers and other documents or instruments; and (i) using reasonable best efforts to obtain any required third party consents.

Share Sale. If the Initial Stockholder any Shareholder seeks to sell its shares of Common Stock Class A Shares other than pursuant to a registration statement (a “Share Sale”), the Company shall cooperate with and provide all assistance reasonably requested by the Initial Stockholder such Shareholder in connection with such Share Sale, including: (a) hiring legal counsel, regulatory counsel, accountants and other advisors selected by the Company and reasonably acceptable to the Initial Stockholder such Shareholder to act on behalf of the Company in connection with a Share Sale; (b) cooperating with any prospective purchaser, and any investment bank engaged by any prospective purchaser, in the evaluation of the Share Sale; (c) facilitating the due diligence process in respect of any Share Sale including (i) establishing and maintaining an online “data room,” (ii) providing access to the Company’s books and records and any other information and copies of documents reasonably requested by any prospective purchaser pursuant to customary confidentiality agreements and (iii) making members of senior management available to meet with any prospective purchaser as reasonably requested by such prospective purchaser; (d) providing any financial statements, including financial statements audited or reviewed by the Company’s auditors, or other financial information reasonably requested by the Initial Stockholdersuch Shareholder, any prospective purchaser or such prospective purchaser’s financing sources; (e) following the decision by the Board to abandon the exploration of any sales process for the entire Company, (i) providing the Initial Stockholdersuch Shareholder, upon request, with the names and contact information for each prospective purchaser in connection with such sale process and otherwise reasonably cooperating with the Initial Stockholder such Shareholder to facilitate communications with any such prospective purchaser, and (ii) for the avoidance of doubt, providing any such prospective purchaser with all information the Company is otherwise required to provide pursuant to Section 6.1(c5.1(c) and Section 6.1(d5.1(d); (f) providing customary representations, warranties, covenants, agreements, indemnities, holdbacks and escrow arrangements relating to the Share Sale, as applicable; (g) filing any required applications, reports, returns and other documents or instruments with any Governmental Entity; (h) executing, acknowledging and delivering any required certificates, agreements, consents, assignments, waivers and other documents or instruments; and (i) using reasonable best efforts to obtain any required third party consents.