Direct Listing. The term “Direct Listing” means the Company’s initial listing of its Common Stock on a national securities exchange by means of a registration statement on Form S-1 filed by the Company with the SEC that registers shares of existing capital stock of the Company for resale, as approved by the Board. For the avoidance of doubt, a Direct Listing shall not be deemed to be an underwritten offering and any and all mentions of an underwritten offering or underwriters contained herein shall not apply to a Direct Listing.
Direct Listing. Parentco shall effect the Direct Listing and the Southern Acquisition; provided that this condition shall be deemed satisfied if the Southern Acquisition and the Direct Listing are consummated substantially concurrently with the effectiveness of the Registration Statement.
Direct Listing. Notwithstanding any other provision of this Section 2.1, if the Company undertakes the registration of shares of its existing capital stock pursuant to an effective registration statement filed under the Securities Act in connection with a Direct Listing in which the Company registers shares of its existing capital stock for resale, the Company will promptly cause to be registered for resale in such registration statement under the Securities Act that number of Registrable Securities for which Rule 144 or another similar exemption under the Securities Act is not available at the time of such registration, and to use its commercially reasonable efforts to keep such registration statement effective for ninety (90) days, or such lesser period of time until Rule 144 or another similar exemption under the Securities Act is available for the sale of such shares without registration. Notwithstanding the foregoing and in addition to resales, such registration statement will provide for each Holder’s ability to distribute unlegended securities to affiliates, managers, members, partners, equity holders, and/or other interest holders who will be able to sell freely tradable securities.
Direct Listing. Notwithstanding any other provision of this Section 1.2, if the Company undertakes the registration of shares of its existing capital stock pursuant to an effective registration statement filed under the Securities Act which constitutes a Qualified Public Offering pursuant to Article IV, Section (4)(b)(i)(B) of the Restated Certificate, the Company will promptly cause to be registered for resale under the Securities Act that number of Registrable Securities for which Rule 144 or another similar exemption under the Securities Act is not available at the time of such registration (provided that if the Company does not register all Registrable Securities held by Holders who are deemed affiliates for purposes of Rule 144, the percentage of Registrable Securities that shall be registered on behalf of such affiliates shall be consistent with respect to all such affiliates), and to use its commercially reasonable efforts to keep such registration statement effective for one hundred eighty (180) days, or such lesser period of time until Rule 144 or another similar exemption under the Securities Act is available for the sale of such shares without registration. Notwithstanding the foregoing and in addition to resales, such registration statement will provide for each Holder’s ability to distribute securities to affiliates, managers, members, partners, equity holders, and/or other interest holders.
