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

Plan of Distribution, Underwriters and Counsel. If a majority of the Shares proposed to be sold in an underwritten offering through a non-shelf registration statement or through a shelf takedown is being sold by the IPO Entity for its own account, the IPO Entity will be entitled to determine the plan of distribution and select the managing underwriters for such offering. Otherwise, Holders holding a majority of the 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 Holders (which may be the same as counsel for the IPO 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 or resales by transferee Holders.

Plan of Distribution, Underwriters and Counsel. If 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 is are being sold by the IPO Entity Company for its own account, the IPO Entity Company will be entitled to determine the plan of distribution and select the managing underwriters for such offering. Otherwise, Holders Stockholders holding a majority of the Registrable Securities 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 Holders Stockholders (which may be the same as counsel for the IPO EntityCompany). In the case of a shelf registration statement, the plan of distribution will provide as much flexibility as is reasonably possible, including with respect or resales by transferee HoldersStockholders.

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 is are being sold by the IPO Entity Company for its own accountaccount and (ii) such offering was initiated by the Company and not by any LGP Stockholder, the IPO Entity Company will be entitled to determine the plan of distribution and select the managing underwriters for such offering. Otherwise, Holders the Stockholders holding a majority of the Registrable Securities 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 Holders Stockholders (which may be the same as counsel for the IPO EntityCompany). In the case of a shelf registration statement, the plan of distribution will provide as much flexibility as is reasonably possible, including with respect or to resales by transferee HoldersStockholders.

Plan of Distribution, Underwriters and Counsel. If 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 is being sold by the IPO Entity Company for its own account, the IPO Entity Company will be entitled to determine the plan of distribution and select the managing underwriters for such offering. Otherwise, Holders holding a majority of the Registrable Securities 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 Rights Holders (which may be the same as counsel for the IPO EntityCompany). In the case of a shelf registration statement, the plan of distribution will provide as much flexibility as is reasonably possible, including with respect or to resales by transferee Rights Holders.

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 is are being sold by the IPO Entity Company for its own accountaccount and (ii) such offering was initiated by the Company and not by any Xxxxxxx Stockholder, the IPO Entity Company will be entitled to determine the plan of distribution and select the managing underwriters for such offering. Otherwise, Holders the Stockholders holding a majority of the Registrable Securities 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 Holders Stockholders (which may be the same as counsel for the IPO EntityCompany). In the case of a shelf registration statement, the plan of distribution will provide as much flexibility as is reasonably possible, including with respect or to resales by transferee HoldersStockholders.

Plan of Distribution, Underwriters and Counsel. If (1) 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 is are being sold by the IPO Entity Company for its own accountaccount and (2) such offering was initiated by the Company and not by a Stockholder, the IPO Entity Company will be entitled to determine the plan of distribution and select the managing underwriters for such offering. Otherwise, Holders the Stockholders holding a majority of the 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 Holders Stockholders (which may be the same as counsel for the IPO EntityCompany). In the case of a shelf registration statement, the plan of distribution will provide as much flexibility as is reasonably possible, including with respect or to resales by transferee HoldersStockholders.

Plan of Distribution, Underwriters and Counsel. If (1) a majority of the Shares proposed to be sold in an underwritten offering through a non-shelf registration statement or through a shelf takedown is are being sold by the IPO Entity Company for its own accountaccount and (2) such offering was initiated by the Company and not by any Carlyle Stockholder, the IPO Entity Company will be entitled to determine the plan of US-DOCS\120152113.5 distribution and select the managing underwriters for such offering. Otherwise, Holders the Carlyle Shareholders holding a majority of the Registrable Securities 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 Holders Shareholders (which may be the same as counsel for the IPO EntityCompany). In the case of a shelf registration statement, the plan of distribution will provide as much flexibility as is reasonably possible, including with respect or to resales by transferee HoldersShareholders.

Plan of Distribution, Underwriters and Counsel. If 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 is being sold by the IPO Entity Company for its own account, the IPO Entity Company will be entitled to determine the plan of distribution and select the managing underwriters for such offering. Otherwise, the Holders holding a majority of the 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 Holders (which may be the same as counsel for the IPO EntityCompany). In the case of a shelf registration statement, the plan of distribution will provide as much flexibility as is reasonably possible, including with respect or to resales by transferee Holders.