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.
(b) The Participation Notice shall specify: (i) the number of Participation Securities that the Company proposes to issue or sell, (ii) the price at which such Participation Securities are proposed to be sold to the public (or, if the price is not known at the time the Participation Notice is given, the method of determining such price and an estimate thereof), and (iii) the other material terms and conditions of the IPO or Public Offering. Following delivery by the Company of a Participation Notice, the Company shall provide such additional information as the Majority Onex Shareholders may reasonably request in order to evaluate the proposed purchase of the Participation Securities.
(c) Each Onex Shareholder shall have a period of ten (10) days (the “Participation Period”) after the receipt of the Participation Notice within which to notify the Company in writing (the “Participation Exercise Notice”) that such holder wishes to acquire a specified amount of the Participation Securities, up to its Pro Rata Portion (as defined below). Such Participation Exercise Notice shall constitute an irrevocable commitment by the applicable Onex Shareholder to purchase such number of Participation Securities set forth therein on the terms and subject to the conditions set fo...
IPO Participation Right. Subject to applicable law and regulations, each Investor 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 the Investor to maintain, in the aggregate, its percentage ownership interest in the Company immediately prior to the consummation of the IPO (calculated on a fully diluted and as converted basis).
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 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. 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. In connection with an IPO, each other Shareholder will have a right, but no obligation, to participate in such IPO in an amount according to its Equity Percentage.
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.
IPO Participation Right. (a) The IPO Participation Right shall terminate and be of no further force or effect upon the first to occur of (i) the four-year anniversary of the Effective Date; or (ii) the termination of Purchaser’s Private Financing Participation Right prior to the IPO in accordance with Section 5.1(b).
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:
(a) in the event that the registration statement filed in connection with the Qualified IPO is filed with the SEC on a date (the "Qualified IPO Filing Date") that is within one (1) year from the date of this Agreement, then the IPO Holders' rights of participation shall terminate immediately prior to the Qualified IPO Filing Date; and
(b) in the event that the Qualified IPO Filing Date occurs later than one (1) year from the date of this Agreement, then the IPO Holders' rights of participation shall terminate immediately after the closing of the Qualified IPO.
