Right to Effect a Shelf Takedown Clause Samples
The "Right to Effect a Shelf Takedown" clause grants a party, typically a security holder, the ability to initiate the sale of securities from an existing shelf registration statement. In practice, this means that when market conditions are favorable or when the holder desires liquidity, they can request the issuer to offer a portion or all of the registered securities to the public without needing to file a new registration. This clause provides flexibility and timely access to capital markets, ensuring that holders can efficiently monetize their securities as needed.
Right to Effect a Shelf Takedown. The Stockholder shall be entitled, at any time and from time to time when an S-3 Registration Statement is effective and until the Termination Date, to sell such Registrable Common Stock as is then registered pursuant to such Registration Statement (each, a “Shelf Takedown”), but only upon not less than three (3) business days’ prior written notice to the Company (whether or not such takedown is underwritten); provided, that no prior notice shall be required of any sale pursuant to a plan that complies with Rule 10b5-1 under the Exchange Act. The Stockholder shall be entitled to request that a Shelf Takedown shall be an underwritten offering, provided, however, that (based on the then-current market prices) the number of shares of Registrable Common Stock included in such underwritten Shelf Takedown would yield gross proceeds to the Stockholder of at least the Minimum Amount; and provided, further, that the Stockholder shall not be entitled to request any underwritten Shelf Takedown within sixty (60) days after the pricing date of any other underwritten offering effected pursuant to a Demand Registration, a Piggyback Registration or an S-3 Registration, or when the Company is diligently pursuing an underwritten offering pursuant to (or treated as being pursuant to) a Piggyback Registration. The Stockholder shall also give the Company prompt written notice of the consummation of each Shelf Takedown (whether or not underwritten).
Right to Effect a Shelf Takedown. Holders holding Registerable Securities registered pursuant to a Shelf Registration shall be entitled, at any time and from time to time when the Shelf Registration is effective, to sell such Registerable Securities as are then registered pursuant to such Shelf Registration (each, a “Shelf Takedown”), but only upon not less than three days’ prior written notice to the Company (whether or not such takedown is underwritten). No prior notice shall be required of any sale pursuant to a plan that complies with Rule 10b5-1 under the Exchange Act, provided that the Company has received a written copy of such plan in advance of the first sale thereunder. Holders holding Registerable Securities registered pursuant to a Shelf Registration shall each be entitled to request that a Shelf Takedown be an Underwritten Offering if. based on the then-current market prices. the number of Registerable Securities included in such Underwritten Offering would yield gross proceeds to all Participating Holders of at least $75 million. Holders participating in the Shelf Takedown shall not be entitled to request that a Shelf Takedown be part of an Underwritten Offering within 90 days after the pricing date of any other Underwritten Offering effected pursuant to a Demand Request or Section 3(a}. Holder(s) shall give the Company prompt written notice of the consummation of a Shelf Takedown, whether or not part of an Underwritten Offering.
Right to Effect a Shelf Takedown. Holders holding Registerable Securities registered pursuant to a Shelf Registration shall be entitled, at any time and from time to time when the Shelf Registration is effective, to sell such Registerable Securities as are then registered pursuant to such Shelf Registration (each, a “Shelf Takedown”), but only upon not less than three days’ prior written notice to the Company (whether or not such takedown is underwritten). No prior notice shall be required of any sale pursuant to a plan that complies with Rule 10b5-1 under the Exchange Act, provided that the Company has received a written copy of such plan in advance of the first sale
Right to Effect a Shelf Takedown. Following the date that is 18 months after the date of this Agreement, from time to time when a Shelf Registration Statement is effective, each Standstill Shareholder that has Registrable Securities covered by such Shelf Registration Statement shall be entitled to sell such Registrable Securities pursuant to the plan of distribution in such Shelf Registration Statement (each, a “Shelf Takedown”), including pursuant to any sale pursuant to a plan that complies with Rule 10b5-1 under the Exchange Act (a “Rule 10b5-1 Plan”), but only in accordance with the limitations set forth in Section 2(d) hereof; provided that no holder of Registrable Securities shall be entitled to request that a Shelf Takedown be an underwritten offering. Each Standstill Shareholder shall also give the Corporation prompt written notice of the consummation of each Shelf Takedown or the entry into a Rule 10b5-1 Plan in respect of the Registrable Securities.
Right to Effect a Shelf Takedown. Following the Form S-3 Eligibility Date and subject to the provisions hereof, a Voting Trust Holder or group of Voting Trust Holders shall be entitled, at any time and from time to time when an S-3 Registration Statement is effective and until the Termination Date, to use an S-3 Registration Statement to conduct an underwritten offering of Registrable Securities (each, a “Shelf Takedown”), but only upon not less than fifteen (15) business days’ prior written notice to the Trustees (a “Shelf Takedown Notice”), and upon receipt of any Shelf Takedown Notice, the Trustees shall promptly provide such Shelf Takedown Notice to the Company in writing, and shall give written notice at least ten (10) business days prior to the anticipated filing date of the prospectus or prospectus supplement relating to such Shelf Takedown to the other Voting Trust Holders. Each other Voting Trust Holder that receives a Shelf Takedown Notice shall have the rights, exercisable by written notice to the Company and the Trustees within five (5) business days, to irrevocably elect to include such in Shelf Takedown such portion of its Registrable Shares at it may requested; provided, however, that (based on the then-current market prices) the number of shares of Registrable Securities included in such Shelf Takedown would yield gross proceeds to the Voting Trust Holders of at least the Minimum Amount.