Common use of Controlled Company Clause in Contracts

Controlled Company. (a) The SL Parties and Executive Parties acknowledge and agree that, (i) by virtue of this Article II, 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 Company Common Stock held by the SL Parties and the Executive Parties representing more than 50% of the total voting power of the Company Common Stock outstanding as of the date of the closing of the IPO, the Company qualifies as of the date of the closing of the IPO as a “controlled company” within the meaning of Stock Exchange Rules. (b) So long as the Company qualifies as a “controlled company” for purposes of Stock Exchange Rules, the Company will 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 Company ceases to qualify as a “controlled company” for purposes of Stock Exchange Rules, the SL Parties, the Executive Parties and the Company will take whatever action may be reasonably necessary in relation to such party, if any, to cause the Company to comply with Stock Exchange Rules as then in effect within the timeframe for compliance available under such rules.

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

Controlled Company. (a) The SL Parties and Executive Parties Stockholders acknowledge and agree that, (i) by virtue of this Article IISection 1, they are acting as a “group” within the meaning of the Stock Exchange Rules applicable stock exchange rules as of the date hereof, and (ii) by virtue of the combined voting power of Company all classes and series of Common Stock then entitled to vote generally in the election of directors, according to each class’ or series’ respective votes per share, voting together as a single class of Common Stock held by the SL Parties and the Executive Parties representing more than 50% of the total voting power of the Company Common Stock outstanding as of the date of the closing of the IPOStockholders, the Company qualifies as of the date of the closing of the IPO shall qualify as a “controlled company” within the meaning of Stock Exchange Rulesapplicable stock exchange rules as of the Closing Date (as defined in the Share Purchase Agreement). (b) So long as the Company qualifies as a “controlled company” for purposes of Stock Exchange Rulesapplicable stock exchange rules, the Company will may elect to be a “controlled company” for purposes of Stock Exchange Rulesapplicable 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 Company ceases to qualify as a “controlled company” for purposes of Stock Exchange Rulesapplicable stock exchange rules, the SL Parties, the Executive Parties Stockholders and the Company will take whatever action may be reasonably necessary and within their control in relation to such party, if any, to cause the Company to comply with Stock Exchange Rules applicable stock exchange rules as then in effect within the timeframe for compliance available under such rules. 2.