Common use of REGISTRATION ON A PARI PASSU BASIS Clause in Contracts

REGISTRATION ON A PARI PASSU BASIS. Provant agrees that, in the event that at any time after the closing of the IPO it conducts a public offering of Common Stock registered under the Act and Provant and its underwriter determine, in their sole discretion, to permit (i) any holder of Merger Stock, (ii) any holder of Provant Common Stock issued as merger consideration in any of the Additional Mergers, or (iii) any Provant Principal to sell Provant Common Stock in such offering, then Provant shall permit each holder of Merger Stock to sell shares of such Merger Stock in such offering in the same proportion as the person referenced in any of clauses (i) through (iii) above who is then being permitted to sell the highest proportion of his or her shares of Provant Common Stock (all such proportions being based on the respective number of shares of Provant Common Stock that each applicable person then holds); provided, however, that the foregoing right shall not apply to shares that are no longer subject to the two-year restriction period under the Investment Letter and that are tradeable either without regard to Rule 144 promulgated under the Act or tradeable within a 90 day period under such Rule 144. For purposes of the foregoing, an agreement granting a person a right to have shares registered in the future shall not be construed as "permitting" such person to sell shares in an offering until such time as such right is properly exercised under the terms of such agreement.

REGISTRATION ON A PARI PASSU BASIS. Provant agrees that, in the event that at any time after the closing of the IPO it conducts a public offering of Common Stock registered under the Act and Provant and its underwriter determine, in their sole discretion, to permit (i) any holder of Merger Stock, (ii) any holder of Provant Common Stock issued as merger consideration in any of the Additional Mergers, or (iii) any Provant Principal to sell Provant Common Stock in such offering, then Provant shall permit each holder of Merger Stock to sell shares of such Merger Stock in such offering in the same proportion as the person referenced in any of clauses (i) through (iii) above who is then being permitted to sell the highest proportion of his or her shares of Provant Common Stock (all such proportions being based on the respective number of shares of Provant Common Stock that each applicable person then holds); providedPROVIDED, howeverHOWEVER, that the foregoing right shall not apply to shares that are no longer subject to the two-year restriction period under the Investment Letter and that are tradeable either without regard to Rule 144 promulgated under the Act or tradeable within a 90 day period under such Rule 144. For purposes of the foregoing, an agreement granting a person a right to have shares registered in the future shall not be construed as "permitting" such person to sell shares in an offering until such time as such right is properly exercised under the terms of such agreement.