Company IPO. Notwithstanding anything to the contrary herein, the parties hereto agree that in the event that any Shareholder shall be permitted to sell any Shares at the Company’s IPO, such Shareholder, the Company and the Note Holders that then qualifies as a Major Investor (as defined in the Investors’ Rights Agreement) shall discuss and agree, with the consultation of the applicable underwriter(s) of the IPO, the allocation of the Shares and/or Conversion Shares to be sold by the Shareholder and the Note Holders in the IPO. For the avoidance of doubt, if the only Shares offered for sale at the IPO are for the account of the Company and no Shareholder may sell any Shares at the IPO, then the Company shall not be obligated to allocate any portion of such Shares to any Shareholder or Note Holder solely by reason of this Section 3.3.
Company IPO. The Original Stockholders hereby agree not to effect any transfer of Registrable Securities during the lock-up periods set forth in (i) the Underwriting Agreement dated _________, 2008 entered into in connection with the Company’s IPO or (ii) any separate “lock-up” agreement executed in connection with the IPO, in each case only as such is applicable to each Original Stockholder, respectively.
Company IPO. The Company shall provide written notice (the “IPO Notice”) to all Holders at least 10 days prior to filing any Registration Statement in connection with an IPO by the Company. Each Holder, upon providing written notice to the Company no later than seven days following receipt of the IPO Notice and subject to the limitations in this Section 2, shall have the right to include in such a Registration Statement as many Registerable Securities as such Holder requests to be included in such writing. The Company shall take all steps necessary to effect the registration of all Registerable Securities requested by all Holders in such Registration Statement, provided that the Company shall have the right to postpone or withdraw the filing of any such Registration Statement on account of a Suspension Event.
Company IPO. (a) In the event of any merger, statutory share exchange or other business combination of Buyer with any of Buyer’s subsidiaries, each of the Stockholders and Buyer (or, if different, the surviving entity of the merger) shall execute a stockholders’ agreement with terms that are substantially equivalent, in the view of each Stockholder, to this Agreement (including the registration rights provided for in Article VI hereof); provided, Buyer shall distribute any securities issued to Buyer pursuant to such merger to the Stockholders pro rata in accordance with their respective percentage ownership of Shares.
Company IPO. The parties hereby agree that the Company shall have the right to engage in a Company-IPO at any time from and after the date hereof and that any such Company-IPO shall not constitute a Company Sale Event for purposes of this Addendum.
Company IPO. In the event the Company shall determine to effect an IPO in which selling stockholders participate, Metro shall be entitled to include Covered Shares in such IPO on a pro rata basis with such other selling securityholders.
Company IPO. (a) On the fifth (5th) anniversary of the date of this Agreement, upon the written request of the Aspen Member (the date of such notice, the “IPO Request Date”), the Voting Members will discuss in good faith whether a potential IPO of Equity Securities in the Company or any Subsidiary of the Company or any successor thereof that owns or controls substantially all of the assets of the Company (a “Company IPO”) would be appropriate. Such discussion will include, among other factors the Voting Members may deem appropriate, whether (1) such Company IPO would adversely affect a material financing, acquisition, disposition of assets or shares, merger or other business combination transaction of the Company (subject to any applicable approval for such transactions under Section 8.4), (2) such Company IPO would adversely affect the Company or its Subsidiaries in any material respect, (3) there is a reasonably likelihood that a higher valuation for the Company and its Subsidiaries would be achieved if the Company IPO were postponed for a reasonable period of time or (4) such Company IPO would adversely affect the Voting Members or their respective tax planning or estate planning, as applicable (collectively, the “IPO Considerations”). The right to initiate the discussion contemplated hereby and the related right to provide an IPO Request Notice may only be exercised once.
Company IPO. If, at any time following March 26, 2021, an IPO Corporation has not consummated an IPO, then the Majority Preferred Members may seek to cause the Company or an IPO Corporation to effect an initial public offering in respect of the Company under the Securities Act by delivering written notice to the Board (such notice, the “IPO Initiation Notice”).
Company IPO. If the Exit Event is an IPO, then, immediately prior to the closing of the IPO, the Company shall issue to Yissum such number of ordinary shares of the Company equal to [****] percent ([****]%) of all of the shares of the Company. The Original Shareholders or the Company (as applicable) and Yissum shall bear their own tax burden.
