Common use of Initial Underwriting Clause in Contracts

Initial Underwriting. (i) At any time after the Publication Date and before the date nine months following the Publication Date (the "Initial Underwriting Notice Period"), the Carell Holders, or Allright Holders owning at least 80% of the Registrable Securities then owned by all the Allright Holders, shall have the right to demand, by written notice (the "Initial Underwriting Notice"), the Company to use its reasonable best efforts to register under the Securities Act up to the Initial Underwriting Amount for such Holder or Holders of Registrable Securities for resale by such Holder or Holders in an Underwritten Offering (the "Initial Underwriting"). In the event that one or more Holders deliver the Initial Underwriting Notice, the Company shall then promptly mail written notice thereof (a "Company Notice") to all other Holders, and then each such Holder may then elect to participate in the Initial Underwriting by delivering to the Company, within fifteen days after such Company Notice is given, a written notice specifying the number of Registrable Securities such Holders wish to have registered for resale in the Initial Underwriting up to but not exceeding such Holder's Initial Underwriting Amount. All rights to demand the Initial Underwriting shall expire immediately after an Initial Underwriting Notice is properly delivered to the Company, but shall be subject to the reinstatement provisions contained in Section 3(g). (ii) The Registrable Securities to be sold in the Initial Underwriting (including pursuant to any underwriters' overallotment option) shall be allocated among the various Holders participating in the Initial Underwriting up to but not exceeding their respective Initial Underwriting Amounts in the following order of priority: (A) subject to pro rata reduction to the extent that any allocations are made pursuant to clause (C), each of Apollo and AEW shall be entitled to receive (1) 50% of the first $100 million in gross proceeds (or, if only one of them is participating, 100% of such gross proceeds), (2) 0% of the next $50 million in gross proceeds, (3) 33 1/3% of the next $150 million in gross proceeds (or, if only one of them is participating, 66 2/3% of such gross proceeds), and (4) 50% of the next $50 million in gross proceeds (or, if only one of them is participating, 100% of such gross proceeds); (B) the Carell Holders shall be entitled to receive (1) 0% of the first $100 million in gross proceeds, (2) 100% of the next $50 million in gross proceeds, (3) 33 1/3% of the next $150 million in gross proceeds, and (4) 0% of the next $50 million in gross proceeds; and (C) any Allright Holders other than Apollo or AEW shall be entitled to receive a percentage of the gross proceeds allocated to Apollo and AEW hereunder equal to the percentage represented by the number of Registrable Securities then held by such Allright Holder divided by the number of Registrable Securities then held by all Allright Holders participating in the Initial Underwriting. In the event that there shall be gross proceeds in excess of $350 million and the Company shall determine not to allocate such excess to shares of Common Stock to be sold by the Company, the Holders shall be allocated additional Registrable Securities to be sold in proportion to their holding of all remaining Registrable Securities.