Common use of Coordination of Covered Sales Clause in Contracts

Coordination of Covered Sales. Following the IPO, the Stockholders will use commercially reasonable efforts to coordinate any Covered Sales (any such transfer, a “Coordination Transfer”) of Registrable Securities held by them in accordance with this Section 1.01(c). Prior to any such Coordination Transfer, the applicable Stockholder (the “Notifying Investor”) shall provide the other Stockholder with at least five (5) days prior written notice (a “Coordination Notice”) of the Notifying Investor’s intention to Transfer Registrable Securities held by it in a Covered Sale. The Coordination Notice is intended to permit all Stockholders electing to Transfer Registrable Securities held by them at such time to coordinate the timing and process for Transferring such Registrable Securities in an orderly fashion. Subject to the foregoing provisions of this Section 1.01(c), the Stockholder receiving a Coordination Notice shall be entitled to effect Coordination Transfers of a number of Registrable Securities held by it equal to such Stockholder’s Pro Rata Portion. Each Coordination Notice shall specify (i) the earliest time at which such Stockholder intends to commence a Covered Sale pursuant to this Section 1.01(c), and (ii) to the extent the Covered Sale is a Rule 144 Transfer, (A) whether such a Covered Sale will commence a new measurement period for purposes of the Rule 144 group volume limit or is part of a continuing measurement period previously commenced by another Coordination Notice related to a Rule 144 Transfer, and (B) the volume limit for each Stockholder for that measurement period, determined as of its commencement. In the event that the Stockholder receiving a Coordination Notice agrees to forego its full Pro Rata Portion of any Covered Sale by written notice to the applicable Initiating Investor, the remainder shall be reallocated to the Notifying Investor in like manner. The obligations with respect to Covered Sales set forth in this Section 1.01(c) shall no longer be applicable at such time as either CVC (and its Permitted Transferees) or LGP (and its Permitted Transferees) ceases to own at least ten percent (10%) of the outstanding Shares.

Coordination of Covered Sales. Following Until the IPOsecond (2nd) anniversary of the Initial Public Offering, the Stockholders Demand Holders and the Contributing Investors will use commercially reasonable efforts to coordinate any Covered Sales (any such transferTransfer, a “Coordination Transfer”) of Registrable Securities Shares held by them in accordance with this Section 1.01(c)3.02. Prior to any such Coordination Transfer, the applicable Stockholder any Demand Holder or Contributing Investor (the “Notifying InvestorHolder”) shall provide the other Stockholder Demand Holders and Contributing Investors with at least five three (53) days Business Days’ prior written notice (a “Coordination Notice”) of the Notifying InvestorHolder’s intention to Transfer Registrable Securities Shares held by it in a Covered Sale. The Notwithstanding the foregoing, in the event of a Non-Marketed Shelf Takedown, a Coordination Notice is intended shall be provided forty-eight (48) hours prior to permit all Stockholders electing to Transfer Registrable Securities held by them at such time to coordinate the timing and process for Transferring such Registrable Securities in an orderly fashionCoordination Transfer. Subject to the foregoing provisions of this Section 1.01(c)3.02, the Stockholder each Demand Holder and Contributing Investor receiving a Coordination Notice shall be entitled to effect a Coordination Transfers Transfer of a the number of Registrable Securities Shares held by it equal to such StockholderHolder’s Pro Rata PortionPortion of the Registrable Shares to be Transferred in such Coordination Transfer. Each Coordination Notice shall specify specify: (i) the earliest time at which such Stockholder Notifying Holder intends to commence a Covered Sale pursuant to this Section 1.01(c), 3.02; and (ii) to the extent the Covered Sale is a Rule 144 Transfer, (A) whether such a Covered Sale will commence a new measurement period for purposes of the Rule 144 group volume limit or is part of a continuing measurement period previously commenced by another Coordination Notice related to a Rule 144 Transfer, ; and (B) the volume limit for each Stockholder Demand Holder and Contributing Investor for that measurement period, determined as of its commencementthe commencement of such measurement period. In the event that the Stockholder receiving a Coordination Notice any Demand Holder or Contributing Investor agrees to forego its full Pro Rata Portion of any Covered Sale by written notice to the applicable Initiating InvestorNotifying Holder, the remainder shall be reallocated to the Notifying Investor other Demand Holders and Contributing Investors in like manner. The obligations with respect to Covered Sales set forth in this Section 1.01(c3.02 shall not apply: (x) shall no longer be applicable at to a Contributing Investor who is an Eligible Recipient if such time as either CVC Contributing Investor who is an Eligible Recipient reasonably determines that it can Transfer Registrable Shares held by it without restriction pursuant to Rule 144 without giving effect to the coordination obligations in this Section 3.02 with respect to such Transfer (a “Rule 144 Exempt Contributing Investor”), and its Permitted Transferees(y) to any distribution of Registrable Shares held by a Demand Holder to any direct or LGP (and its Permitted Transferees) ceases indirect limited partner of such Demand Holder in an in-kind, pro rata distribution of such Registrable Shares to own at least ten percent (10%) of the outstanding Sharessuch limited partners.