Common use of IPO Registration Clause in Contracts

IPO Registration. If the Company proposes to file a registration statement on Form S-11 or such other form under the Securities Act providing for the initial public offering of the Common Stock (the “IPO Registration Statement”), it being understood that a public offering conducted after the Shelf Registration Statement has become effective and the Registrable Shares have been listed for trading on a National Securities Exchange shall not be deemed to be an initial public offering, the Company shall notify in writing each Holder of the filing or confidential submission before (but no earlier than ten (10) Business Days before) or within five (5) Business Days after the initial filing or confidential submission and afford each Holder an opportunity, subject to Section 2(e), to include in the IPO Registration Statement all or any part of the Registrable Shares then held by such Holder. Each Holder desiring to include in the IPO Registration Statement all or part of the Registrable Shares held by such Holder shall, within ten (10) Business Days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Shares such Holder wishes to include in the IPO Registration Statement. Any election by any Holder to include any Registrable Shares in the IPO Registration Statement will not affect the inclusion of such Registrable Shares in the Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement.

IPO Registration. If the Company proposes to file a registration statement on Form S-11 or such other form under the Securities Act providing for the initial public offering of the Common Stock (the “IPO Registration Statement”), it being understood that a public offering conducted after the Shelf Registration Statement has become effective and the Registrable Shares have Common Stock has been listed for trading on a National Securities Exchange shall not be deemed to be an initial public offering, the Company shall notify in writing each Holder of Class A Registrable Shares of the filing or confidential submission before (but no earlier than ten (10) Business Days before) or within five (5) Business Days after the initial filing or confidential submission and afford each Holder of Class A Registrable Shares an opportunity, subject to Section 2(e), to include in the IPO Registration Statement all or any part of the Class A Registrable Shares then held by such Holder. Each Holder desiring to include in the IPO Registration Statement all or part of the Class A Registrable Shares held by such Holder shall, within ten (10) Business Days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Class A Registrable Shares such Holder wishes to include in the IPO Registration Statement. Any election by any Holder to include any Class A Registrable Shares in the IPO Registration Statement will not affect the inclusion of such Class A Registrable Shares in the Shelf Registration Statement until such Class A Registrable Shares have been sold under the IPO Registration Statement.

IPO Registration. If the Company proposes to file a registration statement on Form S-11 or such other form under the Securities Act providing for the initial public offering of the shares of Common Stock (such registration statement, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “IPO Registration Statement”), it being understood that a public offering conducted after the Shelf Registration Statement has become effective and the Registrable Shares have been listed for trading on a National Securities Exchange shall not be deemed to be an initial public offering, the Company shall will notify in writing each Holder of the filing or confidential submission before (but no earlier than ten (10) Business Days before) or filing, within the five (5) Business Days after the initial filing or confidential submission thereof, and afford each Holder an opportunity, subject to Section 2(e), opportunity to include in the such IPO Registration Statement all or any part of the Registrable Shares then held by such Holder. Each Holder desiring to include in the any such IPO Registration Statement all or part of the Registrable Shares held by such Holder shall, within ten fifteen (1015) Business Days after receipt of the above-described written notice from by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Shares such Holder wishes to include in the such IPO Registration Statement. Any election by any Holder to include any Registrable Shares in the IPO Registration Statement will not affect the inclusion of such Registrable Shares in the Shelf Registration Statement or any Subsequent Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement; provided, however, that at such time of sale, the Company shall have the right to remove from the Shelf Registration Statement or any Subsequent Shelf Registration Statement the Registrable Shares sold pursuant to the IPO Registration Statement.

IPO Registration. If If, prior to the Mandatory Shelf Registration Statement being declared effective by the Commission, the Company proposes to file a registration statement on Form S-11 or such other form under the Securities Act providing for the initial public offering of the shares of Common Stock (including the “Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the "IPO Registration Statement”"), it being understood that a public offering conducted after the Shelf Registration Statement has become effective and the Registrable Shares have been listed for trading on a National Securities Exchange shall not be deemed to be an initial public offering, the Company shall will notify in writing each Holder of the proposed filing or confidential submission before (but no earlier than ten (10) Business Days before) or within five (5) Business Days after the initial filing or confidential submission and afford each Holder an opportunity, subject to Section 2(e), opportunity to include in the such IPO Registration Statement all or any part of the Registrable Shares then held by such Holder. Each Holder desiring to include in the any such IPO Registration Statement all or part of the Registrable Shares held by such Holder shall, within ten (10) Business Days days after receipt delivery of the above-described notice from by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Shares such Holder wishes to include in the such IPO Registration Statement. Any election by any Holder to include any Registrable Shares in the such IPO Registration Statement will not affect the inclusion of such Registrable Shares in the Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement; provided, however, that at such time, the Company shall have the right to remove from the Shelf Registration Statement the Registrable Shares sold pursuant to the IPO Registration Statement.

IPO Registration. If the Company proposes to file a registration statement on Form S-11 or such other form under the Securities Act providing for the initial public offering of the shares of Common Stock (such registration statement, including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “IPO Registration Statement”), it being understood that a public offering conducted after the Shelf Registration Statement has become effective and the Registrable Shares have been listed for trading on a National Securities Exchange shall not be deemed to be an initial public offering, the Company shall notify will notify, in writing writing, each Holder of the filing or confidential submission before (but no earlier than ten (10) Business Days before) or filing, within five (5) Business Days after the initial filing or confidential submission such filing, and afford each Holder an opportunity, subject to Section 2(e), opportunity to include in the such IPO Registration Statement all or any part of the Registrable Shares then held by such Holder. Each Holder desiring to include in the any such IPO Registration Statement all or part of the Registrable Shares held by such Holder shall, within ten twenty (1020) Business Days after receipt of the above-described written notice from by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Shares such Holder wishes to include in the such IPO Registration Statement. Any election by any Holder to include any Registrable Shares in the such IPO Registration Statement will not affect the inclusion of such Registrable Shares in the Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement; provided, however, that at such time of sale, the Company shall have the right to remove from the Shelf Registration Statement the Registrable Shares sold pursuant to the IPO Registration Statement.

IPO Registration. If prior to the Mandatory Shelf Registration Statement being declared effective by the Commission, the Company proposes to file a registration statement on Form S-11 or such other form under the Securities Act providing for the initial public offering by the Company of the shares of Common Stock (including the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the “IPO Registration Statement”), it being understood that a public offering conducted after the Shelf Registration Statement has become effective and the Registrable Shares have been listed for trading on a National Securities Exchange shall not be deemed to be an initial public offering, the Company shall will notify in writing each Holder of the proposed filing or confidential submission before (but no earlier than ten (10) Business Days before) or within five (5) Business Days after the initial filing or confidential submission and afford each Holder an opportunity, subject to Section 2(e), opportunity to include in the such IPO Registration Statement all or any part of the Registrable Shares then held by such Holder. Each Holder desiring to include in the any such IPO Registration Statement all or part of the Registrable Shares held by such Holder shall, within ten twenty (1020) Business Days days after receipt delivery of the above-described notice from by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Shares such Holder wishes to include in the such IPO Registration Statement. Any election by any Holder to include any Registrable Shares in the such IPO Registration Statement will not affect the inclusion of such Registrable Shares in the Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement; provided, however, that at such time, the Company shall have the right to remove from the Shelf Registration Statement the Registrable Shares sold pursuant to the IPO Registration Statement.

IPO Registration. (i) If prior to the Shelf Registration Statement being declared effective by the Commission and the Common Stock being listed on a national securities exchange or quoted on the Nasdaq Stock Market or comparable quotation system, the Company proposes to file a registration statement on Form S-11 S-1 or such other form under the Securities Act providing for the initial public offering of the shares of Common Stock (the “"IPO Registration Statement”"), it being understood that a public offering conducted after the Shelf Registration Statement has become effective and the Registrable Shares have been listed for trading on a National Securities Exchange shall not be deemed to be an initial public offering, the Company shall will use commercially reasonable best efforts to notify in writing each Holder of the proposed filing or confidential submission before (but no earlier than ten (10) Business Days before) or within five (5) Business Days after the initial filing or confidential submission and afford each Holder an opportunity, subject to Section 2(e), opportunity to include in the IPO Registration Statement all or any part of the Registrable Shares then held by such Holder. Each Holder desiring to include in the IPO Registration Statement all or part of the Registrable Shares held by such Holder shall, within ten (10) Business Days days after receipt of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Shares such Holder wishes to include in the IPO Registration Statement. Any election by any Holder to include any Registrable Shares in the IPO Registration Statement will not affect the inclusion of such Registrable Shares in the Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement; provided, however, that at such time of sale, the Company shall have the right to remove from any Shelf Registration Statement the Registrable Shares sold pursuant to the IPO Registration Statement.

IPO Registration. If the Company proposes to file a registration statement on Form S-11 S-1 or such other form under the Securities Act providing for the initial public offering of the shares of Common Stock (the “IPO Registration Statement”), it being understood that a public offering conducted after the Shelf Registration Statement has become effective and the Registrable Shares have been listed for trading on a National Securities Exchange shall not be deemed to be an initial public offering, the Company shall will notify in writing each Holder of the filing or confidential submission before (but no earlier than ten (10) Business Days before) or within five (5) Business Days after the initial filing or confidential submission and afford each Holder an opportunity, subject to Section 2(e), opportunity to include in the IPO Registration Statement all or any part of the Registrable Shares then held by such Holder. Each Holder desiring to include in the IPO Registration Statement all or part of the Registrable Shares held by such Holder shall, within ten twenty (1020) Business Days days after receipt mailing or delivery of the above-described notice from the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Shares such Holder wishes to include in the IPO Registration Statement. Any election by any Holder to include any Registrable Shares in the IPO Registration Statement will not affect the inclusion of such Registrable Shares in the Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement. Furthermore, in the event the IPO Registration Statement is not declared effective within one hundred twenty (120) days following the initial filing of the IPO Registration Statement, unless a road show for the Underwritten Offering pursuant to the IPO Registration Statement is actually in progress at such time, the Company shall promptly provide a new written notice to all Holders giving them another opportunity to elect to include Registrable Shares in the pending IPO Registration Statement. Each Holder receiving such notice shall have the same election rights afforded such Holder as described in this clause (b).

IPO Registration. If the Company proposes to file with the Commission a registration statement on Form S-11 or such other form under the Securities Act providing for the initial public offering of the shares of Common Stock (such registration statement, including the “Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto and all material incorporated by reference or deemed to be incorporated by reference, if any, in such registration statement, the "IPO Registration Statement”"), it being understood that a public offering conducted after the Shelf Registration Statement has become effective and the Registrable Shares have been listed for trading on a National Securities Exchange shall not be deemed to be an initial public offering, the Company shall will notify in writing each Holder of the filing or confidential submission before (but no earlier than ten (10) Business Days before) or filing, within five (5) the 20 Business Days after the initial filing or confidential submission thereof, and afford each Holder an opportunity, subject to Section 2(e), opportunity by the time designated in the notice to include in the such IPO Registration Statement all or any part of the Registrable Shares then held by such Holder. Each Holder desiring to include in the any such IPO Registration Statement all or part of the Registrable Shares then held by such Holder shall, within ten (10) 15 Business Days after receipt delivery of the above-described written notice from by the Company, so notify the Company in writing, and in such notice shall inform the Company of the number of Registrable Shares such Holder wishes to include in the such IPO Registration Statement. Any election by any Holder to include any Registrable Shares in the IPO Registration Statement will not affect the inclusion of such Registrable Shares in the Shelf Registration Statement or any Subsequent Shelf Registration Statement until such Registrable Shares have been sold under the IPO Registration Statement; provided, however, that at such time of sale, the Company shall have the right to remove from the Shelf Registration Statement or any Subsequent Shelf Registration Statement the Registrable Shares sold pursuant to the IPO Registration Statement.