Common use of Public Transfers Clause in Contracts

Public Transfers. From time to time, the Requisite Holders may determine to require the holders of Registrable Securities to make reasonable efforts to coordinate their efforts to Transfer Registrable Securities pursuant to Rule 144 (“144 Coordination”) or to discontinue such requirement. As of the date of this Agreement, 144 Coordination shall be required until such time, if ever, as the Requisite Holders provide a subsequent notice to the holders of Registrable Securities that such coordination is discontinued. Thereafter, the Requisite Holders may reinstitute and discontinue 144 Coordination from time to time by providing notice to the holders of Registrable Securities. (i) For so long as 144 Coordination is in effect, each holder of Registrable Securities shall promptly notify the Principal Investor Groups when it wishes to Sell Registrable Securities under Rule 144, provided, that for any given measurement period for purposes of the Rule 144 group volume limit, except as provided in Section 9(c)(ii) or 9(f), no holder of Registrable Securities shall be permitted to effect Transfers in excess of their pro rata share (based on its percentage ownership of Registrable Securities held by all holders of Registrable Securities at the start of such measurement period) of all Registrable Securities that may be Transferred by members of the Related Group during the applicable measurement period based on its percentage ownership of Registrable Securities held by all holders of Registrable Securities at the start of such measurement period. In the event any holder of Registrable Securities agrees to forego its full pro rata share of the Rule 144 group volume limit by written notice to the Principal Investor Groups, the remainder shall be re-allocated pro rata among the other holders of Registrable Securities in like manner (except that the Registrable Securities held by such forfeiting holder at the start of such measurement period shall be excluded from such calculation). (ii) The provisions of this Section 9(c) shall not apply to any Transfer of Registrable Securities (i) in a Public Offering, (ii) to a Permitted Transferee in a transaction that does not rely on Rule 144 or (iii) at any time with respect to which 144 Coordination is not effective. (iii) Notwithstanding the foregoing, a holder of Registrable Securities may opt out of 144 Coordination with respect to any period of time if such holder of Registrable Securities delivers a notice to the Principal Investor Groups irrevocably committing not to Transfer Registrable Securities pursuant to Rule 144 or a transaction described in Section 9(d) or 9(e) during such period.

Public Transfers. From time to timetime after the Initial Public Offering, the Requisite Holders Majority Principal Investors may determine to require the holders of Registrable Securities Holders to make reasonable efforts to coordinate their efforts to Transfer Registrable Securities Shares pursuant to Rule 144 (“144 Coordination”) or to discontinue such coordination requirement. As of the date of this Agreement, 144 Coordination shall be required until such time, if ever, as the Requisite Holders Majority Principal Investors provide a subsequent notice to the holders of Registrable Securities Holders that such coordination is discontinued. Thereafter, the Requisite Holders Majority Principal Investors may reinstitute and discontinue 144 Coordination from time to time by providing notice to the holders of Registrable SecuritiesHolders. (ia) For so long as 144 Coordination is in effect, each holder of Registrable Securities Registration Stockholder shall promptly notify the Principal Investor Groups Coordination Committee when it wishes to Sell Registrable Securities Shares under Rule 144, ; provided, that for any given measurement period for purposes of the Rule 144 group volume limit, except as provided in Section 9(c)(ii) or 9(f)4.3, no holder of Registrable Securities Holder shall be permitted to effect Transfers in excess of their pro rata share (based on its percentage ownership of Registrable Securities held by all holders of Registrable Securities at the start of such measurement period) of all Registrable Securities Shares that may be Transferred by members of the Related Group during the applicable measurement period based on its percentage ownership of Registrable Securities Shares held by all holders of Registrable Securities Shares at the start of such measurement period. In the event any holder of Registrable Securities Holder agrees to forego its full pro rata share of the Rule 144 group volume limit by written notice to the Principal Investor GroupsCoordination Committee, the remainder shall be re-allocated pro rata among the other holders of Registrable Securities Holders in like manner (except that the Registrable Securities Shares held by such forfeiting holder Holder at the start of such measurement period shall be excluded from such calculation). The Company shall, within three (3) business days following receipt of a written request from a Holder, advise such Holder of the Rule 144 group volume limit applicable at such date; provided, that no Holder or Affiliate thereof shall be permitted to submit such a request more than once every calendar month. (iib) The provisions of this Section 9(c) 4.1.1 shall not apply to any Transfer of Registrable Securities Shares (i) in a Public Offering, (ii) to a Permitted Transferee in a transaction that does not rely on Rule 144 144, or (iii) at any time with respect to which 144 Coordination is not effective. (iiic) Notwithstanding the foregoing, a holder of Registrable Securities Holder may opt out of 144 Coordination with respect to any period of time if such holder of Registrable Securities Holder delivers a notice to the Principal Investor Groups Coordination Committee irrevocably committing not to Transfer Registrable Securities Shares pursuant to Rule 144 or a transaction described in Section 9(d) 4.1.2 or 9(e) 4.2 during such period.

Public Transfers. From time to time, the Requisite Holders The Coordination Committee may determine to require the holders of Registrable Securities Holders to make reasonable efforts to coordinate their efforts to Transfer Registrable Securities Shares pursuant to Rule 144 144, pursuant to a registration statement on Form S-8 or otherwise (“144 Sale Coordination”) or to discontinue such coordination requirement. As of the date of this Agreement, 144 Sale Coordination shall be required until such time, if ever, as the Requisite Holders provide Coordination Committee provides a subsequent notice to the holders of Registrable Securities Holders that such coordination is discontinued. Thereafter, the Requisite Holders Coordination Committee may reinstitute and discontinue 144 Sale Coordination from time to time by providing notice to the holders of Registrable SecuritiesHolders. (ia) For so long as 144 Sale Coordination is in effect, each holder of Registrable Securities Holder shall promptly notify the Principal Investor Groups Coordination Committee when it wishes to Sell Registrable Securities Shares under Rule 144, ; provided, that for any given measurement period for purposes of the Rule 144 group volume limit, except as provided in Section 9(c)(ii) or 9(f)4.3, no holder of Registrable Securities Holder shall be permitted to effect Transfers in excess of their pro rata share (based on its percentage ownership of Registrable Securities held by all holders of Registrable Securities at the start of such measurement period) of all Registrable Securities Shares that may be Transferred by members of the Related Group during the applicable measurement period based on its percentage ownership of Registrable Securities Shares held by all holders of Registrable Securities Shares at the start of such measurement period. In the event any holder of Registrable Securities Holder agrees to forego its full pro rata share of the Rule 144 group volume limit by written notice to the Principal Investor GroupsCoordination Committee, the remainder shall be re-allocated pro rata among the other holders of Registrable Securities Holders in like manner (except that the Registrable Securities Shares held by such forfeiting holder Holder at the start of such measurement period shall be excluded from such calculation). The Company shall, within three (3) business days following receipt of a written request from a Holder, advise such Holder of the Rule 144 group volume limit applicable at such date; provided that no Holder or Affiliate thereof shall be permitted to submit such a request more than once every calendar month. (iib) The provisions of this Section 9(c) 4.1.1 shall not apply to any Transfer of Registrable Securities Shares (i) in a Public OfferingOffering that is made in compliance with Section 3, (ii) to a Permitted Transferee in a transaction that does not rely on Rule 144 144, or (iii) at any time with respect to which 144 Sale Coordination is not effective. (iiic) Notwithstanding the foregoing, a holder of Registrable Securities Holder may opt out of 144 Sale Coordination with respect to any period of time if such holder of Registrable Securities Holder delivers a notice to the Principal Investor Groups Coordination Committee irrevocably committing not to Transfer Registrable Securities Shares pursuant to Rule 144 or a transaction described in Section 9(d) 4.1.2 or 9(e) 4.2 during such period.

Public Transfers. From time to timetime after the Initial Public Offering, the Requisite Holders may determine to require the holders of Registrable Securities to make reasonable efforts to coordinate their efforts to Transfer Registrable Securities pursuant to Rule 144 (“144 Coordination”) or to discontinue such requirement. As of the date of this Agreement, 144 Coordination shall be required until such time, if ever, as the Requisite Holders provide a subsequent notice to the holders of Registrable Securities that such coordination is discontinued. Thereafter, the Requisite Holders may reinstitute and discontinue 144 Coordination from time to time by providing notice to the holders of Registrable Securities. (i) For so long as 144 Coordination is in effect, each holder of Registrable Securities shall promptly notify the Principal Investor Groups when it wishes to Sell Registrable Securities under Rule 144, provided, that for any given measurement period for purposes of the Rule 144 group volume limit, except as provided in Section 9(c)(ii) or 9(f), no holder of Registrable Securities shall be permitted to effect Transfers in excess of their pro rata share (based on its percentage ownership of Registrable Securities held by all holders of Registrable Securities at the start of such measurement period) of all Registrable Securities that may be Transferred by members of the Related Group during the applicable measurement period based on its percentage ownership of Registrable Securities held by all holders of Registrable Securities at the start of such measurement period. In the event any holder of Registrable Securities agrees to forego its full pro rata share of the Rule 144 group volume limit by written notice to the Principal Investor Groups, the remainder shall be re-allocated pro rata among the other holders of Registrable Securities in like manner (except that the Registrable Securities Interests held by such forfeiting holder of Registrable Securities at the start of such measurement period shall be excluded from such calculation). (ii) The provisions of this Section 9(c) shall not apply to any Transfer of Registrable Securities (i) in a Public Offering, (ii) to a Permitted Transferee in a transaction that does not rely on Rule 144 or (iii) at any time with respect to which 144 Coordination is not effective. (iii) Notwithstanding the foregoing, a holder of Registrable Securities may opt out of 144 Coordination with respect to any period of time if such holder of Registrable Securities delivers a notice to the Principal Investor Groups irrevocably committing not to Transfer Registrable Securities pursuant to Rule 144 or a transaction described in Section 9(d) or 9(e) during such period.