Common use of Controlled Company Clause in Contracts

Controlled Company. (a) The Stockholders agree and acknowledge and agree that, (i) by virtue of this Agreement they are acting as a “group” within the meaning of the Stock Exchange rules as of the date hereof, and (ii) by virtue of the combined voting power of Shares held by the Stockholders of more than fifty percent (50%) of the total voting power of the Issuer, the Issuer shall qualify as a “controlled company” within the meaning of Stock Exchange rules. (b) So long as the Issuer qualifies as a “controlled company” for purposes of Stock Exchange rules, the Issuer may elect to be a “controlled company” for purposes of Stock Exchange rules and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. If the Issuer ceases to qualify as a “controlled company” for purposes of Stock Exchange rules, the Stockholders and the Issuer will take whatever action may be reasonably necessary in relation to such party, if any, to cause the Issuer to comply with Stock Exchange rules as then in effect within the timeframe for compliance available under such rules.

Controlled Company. (a) The Investors and the Founder Stockholders agree and acknowledge and agree that, (i) by virtue of this Agreement Article III, they are acting as a “group” within the meaning of the Stock Exchange rules as of the date hereof, and (ii) by virtue of the combined voting power Combined Voting Power of Shares Common Stock held by the Stockholders of more than fifty percent (50%) of Investors and the total voting power of the IssuerFounder Stockholders, the Issuer shall qualify qualifies as a “controlled company” within the meaning of Stock Exchange rulesrules as of the Closing Date. (b) So long as the Issuer qualifies as a “controlled company” for purposes of Stock Exchange rules, the Issuer may will elect to be a “controlled company” for purposes of Stock Exchange rules rules, and will disclose in its annual meeting proxy statement that it is a “controlled company” and the basis for that determination. If the Issuer ceases to qualify as a “controlled company” for purposes of Stock Exchange rules, the Investors, the Founder Stockholders and the Issuer will take whatever action may be reasonably necessary in relation to such party, if any, to cause the Issuer to comply with Stock Exchange rules as then in effect within the timeframe for compliance available under such rules.