Common use of Plan of Distribution, Underwriters and Counsel Clause in Contracts

Plan of Distribution, Underwriters and Counsel. If (i) a majority of the Shares proposed to be sold in an underwritten offering through a non-shelf registration statement or through a shelf takedown are being sold by the Company for its own account and (ii) such offering was initiated by the Company and not by any LGP Stockholder, the Company will be entitled to determine the plan of distribution and select the managing underwriters for such offering. Otherwise, the Stockholders holding a majority of the Shares requested to be included in such offering will be entitled to determine the plan of distribution and select the managing underwriters, and such majority will also be entitled to select counsel for the selling Stockholders (which may be the same as counsel for the Company). In the case of a shelf registration statement, the plan of distribution will provide as much flexibility as is reasonably possible, including with respect to resales by transferee Stockholders.

Plan of Distribution, Underwriters and Counsel. If (i) a majority of the Shares proposed to be sold in an underwritten offering through a non-shelf registration statement or through a shelf takedown are is being sold by the Company IPO Entity for its own account and (ii) such offering was initiated by the Company and not by any LGP Stockholderaccount, the Company IPO Entity will be entitled to determine the plan of distribution and select the managing underwriters for such offering. Otherwise, the Stockholders Holders holding a majority of the Shares Registrable Securities requested to be included in such offering will be entitled to determine the plan of distribution and select the managing underwriters, and such majority will also be entitled to select counsel for the selling Stockholders Holders (which may be the same as counsel for the CompanyIPO Entity). In the case of a shelf registration statement, the plan of distribution will provide as much flexibility as is reasonably possible, including with respect to or resales by transferee StockholdersHolders.

Plan of Distribution, Underwriters and Counsel. If (i) a majority of the Shares shares proposed to be sold in an underwritten offering through a non-shelf registration statement or through a shelf takedown are being sold by the Company for its own account and (ii) such offering was initiated by the Company and not by any LGP Stockholderaccount, the Company will be entitled to determine the plan of distribution and select the managing underwriters for such offering. Otherwise, the Stockholders holding a majority of the Shares shares requested to be included in such offering will be entitled to determine the plan of distribution and select the managing underwriters, and such majority will also be entitled to select counsel for the selling Stockholders (which may be the same as counsel for the Company). In the case of a shelf registration statement, the plan of distribution will provide as much flexibility as is reasonably possible, including with respect to or resales by transferee Stockholders.

Plan of Distribution, Underwriters and Counsel. If (i) a majority of the Shares Securities proposed to be sold in an underwritten offering through a non-shelf registration statement or through a shelf takedown are is being sold by the Company for its own account and (ii) such offering was initiated by the Company and not by any LGP Stockholderaccount, the Company will be entitled to determine the plan of distribution and select the managing underwriters for such offering. Otherwise, the Stockholders holding a majority of the Shares requested to be included in such offering Requesting Holder will be entitled to determine the plan of distribution and select the managing underwriters, and such majority any provider of capital markets advisory services (which may include affiliates of a Requesting Holder), and will also be entitled to select counsel for the selling Stockholders Rights Holders (which may be the same as counsel for the Company). In the case of a shelf registration statement, the plan of distribution will provide as much flexibility as is reasonably possible, including with respect to resales by transferee StockholdersRights Holders.

Plan of Distribution, Underwriters and Counsel. If (i1) a majority of the Shares shares of Common Stock proposed to be sold in an underwritten offering through a non-shelf registration statement or through a shelf takedown are being sold by the Company for its own account and (ii2) such offering was initiated by the Company and not by any LGP a Stockholder, the Company will be entitled to determine the plan of distribution and select the managing underwriters for such offering. Otherwise, the Stockholders holding a majority of the Shares Registrable Securities requested to be included in such offering will be entitled to determine the plan of distribution and select the managing underwriters, and such majority will also be entitled to select counsel for the selling Stockholders (which may be the same as counsel for the Company). In the case of a shelf registration statement, the plan of distribution will provide as much flexibility as is reasonably possible, including with respect to resales by transferee Stockholders.

Plan of Distribution, Underwriters and Counsel. If (i) a majority of the Shares proposed to be sold in an underwritten offering through a non-shelf registration statement or through a shelf takedown are being sold by the Company for its own account and (ii) such offering was initiated by the Company and not by any LGP Xxxxxxx Stockholder, the Company will be entitled to determine the plan of distribution and select the managing underwriters for such offering. Otherwise, the Stockholders holding a majority of the Shares requested to be included in such offering will be entitled to determine the plan of distribution and select the managing underwriters, and such majority will also be entitled to select counsel for the selling Stockholders (which may be the same as counsel for the Company). In the case of a shelf registration statement, the plan of distribution will provide as much flexibility as is reasonably possible, including with respect to resales by transferee Stockholders.

Plan of Distribution, Underwriters and Counsel. If (i1) a majority of the Shares proposed to be sold in an underwritten offering through a non-shelf registration statement or through a shelf takedown are being sold by the Company for its own account and (ii2) such offering was initiated by the Company and not by any LGP Carlyle Stockholder, the Company will be entitled to determine the plan of US-DOCS\120152113.5 distribution and select the managing underwriters for such offering. Otherwise, the Stockholders Carlyle Shareholders holding a majority of the Shares requested to be included in such offering will be entitled to determine the plan of distribution and select the managing underwriters, and such majority will also be entitled to select counsel for the selling Stockholders Shareholders (which may be the same as counsel for the Company). In the case of a shelf registration statement, the plan of distribution will provide as much flexibility as is reasonably possible, including with respect to resales by transferee StockholdersShareholders.

Plan of Distribution, Underwriters and Counsel. If (i) a majority of the Shares shares of Common Stock or other Registrable Securities proposed to be sold in an underwritten offering through a non-shelf registration statement or through a shelf takedown are is being sold by the Company for its own account and (ii) such offering was initiated by the Company and not by any LGP Stockholderaccount, the Company will be entitled to determine the plan of distribution and select the managing underwriters for such offering. Otherwise, the Stockholders Holders holding a majority of the Shares Registrable Securities requested to be included in such offering offering, in consultation with the Preferred Investor Group, will be entitled to determine the plan of distribution and select the managing underwriters, and such majority Persons will also be entitled to select one or more counsel for the selling Stockholders Holders (which may be the same as counsel for the Company). In the case of a shelf registration statement, the plan of distribution will provide as much flexibility as is reasonably possible, including with respect to resales by transferee StockholdersHolders.