Common use of IPO Participation Right Clause in Contracts

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 forth in this Section 10. “Pro Rata Portion” means a number of Participation Securities, expressed as a percentage, equal to the maximum number of Participation Securities proposed to be sold by the Company pursuant to the IPO or subsequent public offering multiplied by a fraction, the numerator of which is the sum of (i) the number of shares of Common Stock issued or issuable upon conversion of Series A Convertible Preferred Stock (except to the extent attributable to dividends thereon), and (ii) the number of Percentage Maintenance Shares, in each case then owned by such Onex Shareholder, and the denominator of which is the sum of (x) the total number of shares of Common Stock held by Persons other than such Onex Shareholder, (y) the number of shares of Common Stock issued or issuable upon conversion of the Series A Convertible Preferred Stock (except to the extent attributable to dividends thereon), and (z) the number of Percentage Maintenance Shares, calculated immediately before giving effect to the IPO or Public Offering, as applicable. For purposes of determining an Onex Shareholder’s Pro Rata Portion, no Onex Shareholder with participation rights under this Section 10 shall be considered an Affiliate of any other such Onex Shareholder and any other Affiliate of an Onex Shareholder shall only have its share ownership ascribed to a single Onex Shareholder.

IPO Participation Right. (a) For so long as In the Onex Shareholders event that the Company intends to consummate an initial public offering of its Common Stock pursuant to an effective registration statement under the Securities Act (the “IPO”), Purchaser shall have the right (the “IPO Participation Right”) to purchase, subject to the terms and their Affiliates collectively own at least five percent (5%) conditions set forth in this Agreement, in a concurrent private placement exempt from the registration requirements of the outstanding Common Stock (calculated on an as-convertedSecurities Act, fully diluted basis), if the Company elects to effect an IPO or any subsequent Public Offering a number 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 equal to the closing of the IPO or other offering, the right to purchase its respective Pro Rata Portion Participation Amount (as defined below) of ), at a price per share equal to 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 is issued and sold to the public pursuant to such IPO or offering; provided, that no Onex Shareholder shall have the right to participate in the offering pursuant IPO (the “IPO Price”) in a closing (the “IPO Concurrent Closing”) to this Section 10 if and to the extent that its purchase would reduce the public float of the Common Stock immediately after be held concurrently with the closing of the IPO or Public Offering to an amount lower than $300,000,000(the “IPO Closing”). (b) The Participation Notice shall specify: (i) the number For purposes 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 giventhis Section 2.1, the method of determining such price and an estimate thereof), and (iii) the other material terms and conditions of the term “IPO or Public Offering. Following delivery by the Company of a Participation Notice, the Company Amount” 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”) mean 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 forth in this Section 10. “Pro Rata Portion” means a number of Participation Securities, expressed as a percentage, equal to the maximum number of Participation Securities proposed to be sold by the Company pursuant to the IPO or subsequent public offering multiplied by a fraction, the numerator of which is the sum of (i) the number of shares of Common Stock issued or issuable upon conversion such that, following the closing of Series A Convertible Preferred the IPO Concurrent Closing, Purchaser will continue hold an aggregate amount of the Company’s outstanding Common Stock (except on a percentage basis equal to the extent attributable to dividends thereon), lesser of (i) seven percent (7%) and (ii) Purchaser’s percentage equity ownership of the number of Percentage Maintenance Shares, Company (calculated in each case then owned by such Onex Shareholder, and on a fully diluted basis) immediately prior to the denominator consummation of which is the sum IPO; provided that in the event that the IPO Participation Amount would exceed the lesser of (x) twenty percent (20%) of the total number of shares of Common Stock held aggregate proceeds proposed to be raised by Persons other than such Onex Shareholderthe Company in the IPO and the IPO Concurrent Closing, divided by the IPO Price or (y) $20,000,000 divided by the number of shares of Common Stock issued or issuable upon conversion of the Series A Convertible Preferred Stock (except IPO Price, then such IPO Participation Amount shall be reduced to the extent attributable to dividends thereon), lesser of (x) and (z) the number of Percentage Maintenance Shares, calculated immediately before giving effect to the IPO or Public Offering, as applicable. For purposes of determining an Onex Shareholder’s Pro Rata Portion, no Onex Shareholder with participation rights under this Section 10 shall be considered an Affiliate of any other such Onex Shareholder and any other Affiliate of an Onex Shareholder shall only have its share ownership ascribed to a single Onex Shareholdery).