IPO Participation Right. (a) For so long as the Onex Shareholders and their Affiliates collectively own at least five percent (5%) of the outstanding Common Stock (calculated on an as-converted, fully diluted basis), if the Company elects to effect an IPO or any subsequent Public Offering of shares of Common Stock (collectively, “Participation Securities”) other than pursuant to a demand by the Majority Onex Shareholders pursuant to Section 1(a), the Company shall offer each of the Onex Shareholders, by written notice to its address last shown on the records of the Company (a “Participation Notice”) at least twenty (20) days prior to the closing of the IPO or other offering, the right to purchase its respective Pro Rata Portion (as defined below) of the primary shares offered pursuant to such IPO or offering, in each case at the same price at which the Common Stock will be offered to the public pursuant to such IPO or offering; provided, that no Onex Shareholder shall have the right to participate in the offering pursuant to this Section 10 if and to the extent that its purchase would reduce the public float of the Common Stock immediately after the closing of the IPO or Public Offering to an amount lower than $300,000,000.
IPO Participation Right. Subject to applicable law and regulations, each holder of Preferred Shares shall have the right to purchase or direct any of its Affiliates to purchase, at its option, at the final price per share (net of underwriting discounts and commissions) set forth in the Company’s final prospectus with respect to an IPO, up to the number of the Ordinary Shares of the Company offered in the IPO that enables such holder of Preferred Shares to maintain, in the aggregate, its percentage ownership interest in the Company immediately prior to the consummation of the IPO.
IPO Participation Right. Notwithstanding and without prejudice to Section 4 above but subject to applicable laws and regulations, GIC shall have the right to purchase by itself or its Affiliates, at its option, at the final price per share set forth in the Company’s final prospectus with respect to an IPO, up to the number of the Ordinary Shares of the Company offered in the IPO that enable GIC and/or Affiliates to maintain, in the aggregate, its ownership interest percentage in the Company immediately prior to the consummation of the IPO. This provision shall terminate immediately after the consummation of a Qualified IPO.
IPO Participation Right. Subject to compliance at the time with all applicable securities laws and regulations, the Company will use commercially reasonable efforts (which shall include multiple attempts, on multiple dates, with multiple representatives of the managing underwriter(s), including oral and written communications with the most senior underwriter employees working on the IPO) to cause the managing underwriter(s) of the IPO to provide Xxxxx Bros., provided Xxxxx Bros. is a Major Investor immediately prior to the IPO, on the same terms, including the price per share, and subject to the same conditions, as are applicable to all other purchasers in the IPO, the option to purchase a number of shares of Common Stock being issued in the IPO equal to up to twenty-five percent (25%) of the total number of shares of Common Stock offered for sale in the IPO (the “New IPO Shares”). Xxxxx Bros. may elect to allocate such New IPO Shares among the funds which it advises in its sole discretion.
IPO Participation Right. Subject to applicable legal and regulatory requirements and any determination by the lead underwriter in such offering that the exercise of such right would be seriously detrimental to such offering or the aftermarket performance of the Company’s securities, including without limitation U.S. securities laws, GA shall have the right, but not the obligation, to purchase an aggregate of up to 15% of the Ordinary Shares offered in the Company’s initial public offering of Ordinary Shares at a price per share equal to the final price per share (after deduction of underwriting discounts and commissions) stated in the final prospectus used in connection with such offering.
IPO Participation Right. Provided that the Investor continues to hold shares of Company capital stock (including warrants or convertible securities) acquired by the Investor at the time of the Company’s IPO, the Investor or its Affiliates shall have the right to purchase its pro rata portion (based on the fully diluted shares of Common Stock then held by the Investor) of up to an aggregate of 5% of the shares offered in the Company’s IPO at the offering price per share (subject to any limitations or restrictions that may be necessary as a result of federal or state securities laws).
IPO Participation Right. In connection with the first public offering of the Company’s securities, the Company hereby covenants it shall uses its reasonable good faith efforts to have the managing underwriter offer Xxxxx Xxxxxxx Investment Partnership No. 5, L.P. and/or its affiliates (“Sarofim”), Accel IX L.P. and/or its affiliates (“Accel”), Sequoia Capital XII, L.P. and/or its affiliates (“Sequoia”), Deep Fork Capital L.L.C. and/or its affiliates (“Deep Fork”) or their designees, within ten (10) business days of the filing of the registration statement with respect to such offering (which registration statement shall cover the securities to be offered to Sarofim, Accel, Sequoia and Deep Fork pursuant to this Section 2.4) up to ten percent (10%), in the aggregate, of the shares sold in such offering, to be allocated between them on a pro-rata basis in proportion to their respective ownership of Registrable Securities, provided that each of them shall have the right to any portion of the 10% not elected by the other, or as otherwise may be agreed upon by them. Notwithstanding any other provision in this Section 2.4, if the managing underwriter reasonably determines that marketing factors or applicable regulatory restrictions require a limitation of the number of shares being underwritten, the managing underwriter, may limit Sarofim’s, Accel’s, Sequoia’s and Deep Fork’s foregoing right, including a limitation which would exclude all such shares from such initial public offering, but only to the extent reasonably necessary.
IPO Participation Right. Notwithstanding anything contained in this ----------------------- Agreement to the contrary, with respect to the IPO Holders, in the event that the rights of participation granted under Section 2.1 of this Agreement have not previously terminated in accordance with Section 2.2(b) hereof, such rights shall terminate in accordance with the following:
IPO Participation Right. Subject to (i) compliance at the time with all applicable securities laws and regulations and (ii) any determination by the managing underwriter(s) of the IPO that the exercise of such right would not be seriously detrimental to such offering or the aftermarket performance of the Company’s Common Stock, the Company will use commercially reasonable efforts to cause the managing underwriter(s) of the IPO to provide each Major Holder on the same terms, including the price per share, and subject to the same conditions, as are applicable to all other purchasers in the IPO, the option to purchase a number of shares of Common Stock being issued in the IPO equal to fifty percent (50%) of the dollar amount of the Note originally purchased by such Major Holder divided by the price per share of the Common Stock in the IPO, rounded down to the next whole share. All offers to be made to the Major Holders shall be conducted in compliance with all applicable federal and state securities laws and regulations, including, without limitation, Rule 134 of the Securities Act, and all applicable rules and regulations promulgated by the Securities and Exchange Commission, FINRA and other applicable self-regulating or quasi-public regulatory organizations. Notwithstanding the foregoing, each Major Holder shall comply with all requirements and procedures required by the managing underwriter or underwriters of the IPO of all purchasers participating in a directed share program. This Section 7(b) does not constitute an offer to sell securities of the Company. Any offering of shares of the Common Stock in the IPO will only be made pursuant to a prospectus filed with the Securities and Exchange Commission.
IPO Participation Right. Notwithstanding Section 3.3(i) below, if any Equity Securities of the Company are offered in an underwritten public offering (whether or not a Qualified IPO) for the account of any shareholder of the Company, each Investor shall have the right to include a pro rata number of shares in the offering on terms and conditions no less favourable to such Investor than to any other selling shareholder(s), provided that such IPO Participation Right as provided in this Section 2.6 shall not adversely affect the consummation of such underwritten public offering.
