Common use of Right to Effect Shelf Takedowns Clause in Contracts

Right to Effect Shelf Takedowns. The Investor shall be entitled, at any time and from time to time when an S-3 Shelf Registration Statement is effective and until the Termination Date, to sell such Registrable Shares as are then registered pursuant to such S-3 Registration Statement (each, a “Shelf Takedown”), but only upon not less than three (3) business days’ prior written notice to the Company (if such takedown is to be underwritten). The Investor shall be entitled to request that a Shelf Takedown shall be an underwritten offering; provided that (based on the then-current market prices) the number of Registrable Shares included in each such underwritten Shelf Takedown would reasonably be expected to yield gross proceeds to the Investor of at least the Minimum Amount; provided further that the Investor shall not be entitled to request any underwritten Shelf Takedown (i) within three months after the Investor has sold Shares in an underwritten offering effected pursuant to a (x) Demand Registration or (y) S-3 Shelf Registration or (ii) at any time when the Company is diligently pursuing a primary or secondary underwritten offering of Shares pursuant to a registration statement. The Investor shall give the Company prompt written notice of the consummation of each Shelf Takedown (whether or not underwritten).

Right to Effect Shelf Takedowns. The An Investor or group of Investors shall be entitled, at any time and from time to time when an S-3 Shelf Registration Statement is effective and until the Termination Date, to sell such Registrable Shares as are then registered pursuant to such S-3 Registration Statement (each, a “Shelf Takedown”), but only upon not less than three (3) five business days’ prior written notice to the Company (if such takedown is to be underwritten). The An Investor shall be entitled to request that a Shelf Takedown shall be an underwritten offering; provided provided, however, that (based on the then-current market prices) the number of Registrable Shares included in each such underwritten Shelf Takedown would reasonably be expected to yield gross proceeds to the Investor such Investor(s) of at least the Minimum Amount; , and provided further that the Investor such Investor(s) shall not be entitled to request any underwritten Shelf Takedown (i) within three months after the any Investor has sold Shares in an underwritten offering effected pursuant to a (x) a Demand Registration or (y) an S-3 Shelf Registration Registration, (ii) within three months after any primary or secondary offering of Shares by the Company, including a Block Trade or (iiiii) at any time when the Company is diligently pursuing (x) a primary or secondary underwritten offering of Shares pursuant to a registration statementstatement (but only if the Investors are provided their piggyback rights, if any, in accordance with Sections 3(a) and 3(c)) or (y) a Block Trade. The Each Investor shall give the Company prompt written notice of the consummation of each Shelf Takedown (whether or not underwritten).

Right to Effect Shelf Takedowns. The Investor shall be entitled, at any time and from time to time when an S-3 F-3 Shelf Registration Statement is effective and until the Termination Date, to sell such Registrable Shares as are then registered pursuant to such S-3 Registration Statement (each, a “Shelf Takedown”), but only upon not less than three (3) business days’ prior written notice to the Company (if such takedown is to be underwritten). The Investor shall be entitled to request that a Shelf Takedown shall be an underwritten offering; provided provided, however, that (based on the then-current market prices) the number of Registrable Shares included in each such underwritten Shelf Takedown would reasonably be expected to yield gross proceeds to the Investor of at least the Minimum Amount; provided further , and provided, further, that the Investor shall not be entitled to request any underwritten Shelf Takedown (i) within three six months after the Investor has sold Shares in an underwritten offering effected pursuant to a (x) Demand Registration or (y) S-3 F-3 Shelf Registration or (ii) at any time when during the Company is diligently pursuing period starting with the date forty-five days prior to the Company’s good faith estimate of the date of filing of, and ending on the date six months after the effective date of, a registration statement with respect to a primary or secondary underwritten offering of Shares pursuant offering; provided, that the Company is using reasonable best efforts to a registration statementpursue such offering. The Investor shall give the Company prompt written notice of the consummation of each Shelf Takedown (whether or not underwritten).

Right to Effect Shelf Takedowns. The Investor shall be entitled, at any time and from time to time when an S-3 Shelf Registration Statement is effective and until the Termination Date, to sell such Registrable Shares as are then registered pursuant to such S-3 Registration Statement (each, a “Shelf Takedown”), but only upon not less than three (3) business days’ prior written notice to the Company (if such takedown is to be underwritten). The Investor 45424574 8 shall be entitled to request that a Shelf Takedown shall be an underwritten offering; provided provided, however, that (based on the then-current market prices) the number of Registrable Shares included in each such underwritten Shelf Takedown would reasonably be expected to yield gross proceeds to the Investor of at least the Minimum Amount; , and provided further that the Investor shall not be entitled to request any underwritten Shelf Takedown (i) within three six months after the Investor has sold Shares in an underwritten offering effected pursuant to a (x) a Demand Registration or (y) an S-3 Shelf Registration or (ii) at any time when the Company is diligently pursuing a primary or secondary underwritten offering of Shares pursuant to a registration statement. The Investor shall give the Company prompt written notice of the consummation of each Shelf Takedown (whether or not underwritten).

Right to Effect Shelf Takedowns. The Investor Investors shall be entitled, at any time and from time to time when an S-3 Shelf Registration Statement is effective and until the Termination Date, to sell such Registrable Shares as are then registered pursuant to such S-3 Registration Statement (each, a “Shelf Takedown”), but only upon not less than three (3) ten business days’ prior written notice to the Company (if such takedown is to be underwritten). The Investor Investors shall be entitled to request that a Shelf Takedown shall be an underwritten offering; provided provided, however, that (based on the then-current market prices) the number of Registrable Shares included in each such underwritten Shelf Takedown would reasonably be expected to yield gross proceeds to the Investor Investors of at least the Minimum Amount; , and provided further that the no Investor shall not be entitled to request any underwritten Shelf Takedown (i) within three six months after the any Investor has sold Shares in an underwritten offering effected pursuant to a (x) a Demand Registration or (y) an S-3 Shelf Registration or (ii) at any time when the Company is diligently pursuing a primary or secondary underwritten offering of Shares pursuant to a registration statement. The Investor All Investors shall give the Company prompt written notice of the consummation of each Shelf Takedown (whether or not underwritten).

Right to Effect Shelf Takedowns. The Investor shall be entitled, at any time and from time to time when an S-3 Shelf Registration Statement is effective and until the Registration Termination Date, to sell such Registrable Shares as are then registered pursuant to such S-3 Registration Statement (each, a “Shelf Takedown”), but only upon not less than three (3) business daysBusiness Days’ prior written notice to the Company (if such takedown is to be underwritten). The Investor shall be entitled to request that a Shelf Takedown shall be an underwritten offering; provided that (based on the then-current market prices) the number of Registrable Shares included in each such underwritten Shelf Takedown would reasonably be expected to yield gross proceeds to the Investor of at least the Minimum Amount; provided further further, that the Investor shall not be entitled to request any underwritten Shelf Takedown (i) within three months after the Investor has sold Shares in an underwritten offering effected pursuant to a (x) Demand Registration or (y) S-3 Shelf Registration or (ii) at any time when the Company is diligently pursuing a primary or secondary underwritten offering of Shares pursuant to a registration statement. The Investor shall give the Company prompt written notice of the consummation of each Shelf Takedown (whether or not underwritten).