Common use of Requests for Underwritten Shelf Takedowns Clause in Contracts

Requests for Underwritten Shelf Takedowns. At any time prior to five years after the Effective Date and from time to time after the later of (i) when the Shelf has been declared effective by the Commission and (ii) 210 days after the Effective Date, any one or more Holders of Registrable Securities may request to sell all or any portion of their Registrable Securities in an underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that in the case of each such Underwritten Shelf Takedown such Holder or Holders will be entitled to make such demand only if (x) the total amount of Registrable Securities requested to be sold by such Holder or Holders in such offering is reasonably expected to exceed 5% of the then issued and outstanding New Common Stock of the Company or (y) the total offering price of such request is reasonably expected to exceed $250 million; in each case, including piggyback shares and before the deduction of underwriting discounts.