Common use of Shelf Take-Downs Clause in Contracts

Shelf Take-Downs. (a) Following the effectiveness of a Shelf Registration Statement, any Holder or group of Holders whose Registrable Securities are included on such Shelf Registration Statement and which collectively hold (together with their Affiliates) Registrable Securities that constitute, in the aggregate, at least ten percent (10%) of the then-outstanding Registrable Securities (the “Initiating Take-Down Holder(s)”) may elect in a written request to the Company (a “Shelf Take-Down Notice”) that the Company engage in (x) an underwritten resale of Registrable Securities pursuant to such Shelf Registration Statement (an “Underwritten Shelf Take-Down”), (y) an underwritten registered offering not involving a “roadshow,” commonly known as a “block trade” (a “Block Trade”) or (z) another type of registered offering involving the Company or otherwise requiring actions to be taken by the Company or entry by the Company into any agreements, through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”). (b) The Company shall not be required to effect more than three (3) Shelf Take-Downs in any twelve (12) month period, provided that no more than one (1) of such Shelf Take-Downs may be a Block Trade or Other Coordinated Offering in any twelve (12) month period. Additionally, any Shelf Take-Down shall only be effected by the Company if the applicable offering (before deduction of underwriter discounts and commissions, if applicable) is reasonably expected to exceed $35,000,000 in gross proceeds.

Shelf Take-Downs. (a) Following the effectiveness of At any time that a Shelf Registration Statement, any Holder or group of Holders whose Statement covering Registrable Securities are included on such Shelf Registration Statement and which collectively hold (together with their Affiliates) Registrable Securities that constituteis effective, in if the aggregate, at least ten percent (10%) of the then-outstanding Registrable Securities (the “Initiating Take-Down Holder(s)”) may elect in Major Stockholder delivers a written request notice to the Company ADS (a “Shelf Take-Down Notice”) stating that the Company engage in (x) it intends to effect an underwritten resale offering of all or part of its Registrable Securities pursuant to such included by it on the shelf registration statement (a “Shelf Underwritten Offering”), then ADS shall amend or supplement the Shelf Registration Statement (an “as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering. The Major Stockholder shall be entitled to request shelf take-downs to effect a Shelf Take-Down”)Underwritten Offering, if available to ADS, with respect to the Registrable Securities held by such Holders in addition to the other registration rights provided in this Section 2.1 and Section 2.2. Notwithstanding the foregoing or anything else to the contrary, (yA) an underwritten registered offering not involving a “roadshow,” commonly known as a “block trade” (a “Block Trade”no such shelf take-down pursuant to this Section 2.1(i)(3) or (z) another type of registered offering involving the Company or otherwise requiring actions to be taken by the Company or entry by the Company into any agreements, through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”). (b) The Company shall not be required unless the Major Stockholder proposes to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before deduction of any underwriters’ discounts or commissions) of at least $50,000,000, and (B) the Major Stockholder shall have the right to demand that ADS effect a registration (including a shelf take-down) pursuant to this Section 2.1(i) no more than three four (34) Shelf Take-Downs times in any twelve (12) month period, provided that no more than one (1) of such Shelf Take-Downs may be a Block Trade or Other Coordinated Offering in any twelve (12) month period. Additionally, any Shelf Take-Down shall only be effected by the Company if the applicable offering (before deduction of underwriter discounts and commissions, if applicable) is reasonably expected to exceed $35,000,000 in gross proceeds.

Shelf Take-Downs. (a) Following the effectiveness of a Shelf Registration Statement, any Any Holder or group of Holders whose Registrable Securities are included on such in an effective Shelf Registration Statement and which collectively hold (together with their Affiliates) Registrable Securities that constitute, in the aggregate, at least ten percent (10%) of the then-outstanding Registrable Securities (the “Initiating Take-Down Holder(s)”) may elect in a written request to the Company (a “Shelf Take-Down NoticeHolder”) that the Company engage in (x) may initiate an underwritten resale offering or sale of all or part of such Registrable Securities pursuant to such Shelf Registration Statement (an a “Underwritten Shelf Take-Down”), in which case the provisions of this Section 2.2 shall apply. Notwithstanding the foregoing: (i) any such Shelf Holder may initiate an unlimited number of Non-Marketed Shelf Take-Downs pursuant to Section 2.2(d) below; provided, that such Non-Marketed Shelf Take-Downs do not constitute an Underwritten Shelf Take-Down; (ii) each Javitt Stockholder may initiate an unlimited number of Underwritten Offerings (including any block trade) pursuant to Section 2.2(c) below; provided, that, subject to Section 8.4, each Javitt Stockholder may provide a Transferee with the following Underwritten Shelf Take-Down rights: (A) such Transferee may not initiate any Underwritten Offerings (including any block trade) if such Transferee acquires less than 5% of the outstanding Shares, (B) such Transferee may initiate one Underwritten Offering (including any block trade) pursuant to Section 2.2(c) below if such Transferee acquires at least 5% but not more than 15% of the outstanding Shares and (C) such Transferee may initiate up to two Underwritten Offerings (including any block trade) pursuant to Section 2.2(c) below if such Transferee acquires at least 15% of the outstanding Shares; and (iii) [reserved]; and (iv) in the case of clauses (ii) and (iii) of this Section 2.2(b), (A) in each case, the Registrable Securities proposed to be sold by the initiating Shelf Holder shall be required to (x) have a reasonably anticipated aggregate offering price of at least $50 million (before deduction of underwriting discounts and commissions) or (y) an underwritten registered offering not involving a “roadshow,” commonly known as a “block trade” constitute all remaining Registrable Securities held by such Shelf Holder and (a “Block Trade”B) or (z) another type of registered offering involving if the Company or otherwise requiring actions has previously effected a Shelf Take-Down that is an Underwritten Offering pursuant to be taken by this Section 2.2, the Company or entry by the Company into any agreements, through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”). (b) The Company shall not be required to effect more than three (3) Shelf Take-Downs in any twelve (12) month period, provided that no more than one (1) of such Shelf Take-Downs may be a Block Trade or Other Coordinated Offering in any twelve (12) month period. Additionally, any an additional Shelf Take-Down that is an Underwritten Offering pursuant to this Section 2.2 until a period of 75 days shall only be effected by have elapsed from the Company if the applicable offering (before deduction date of underwriter discounts and commissions, if applicable) is reasonably expected to exceed $35,000,000 in gross proceedssuch prior Shelf Take-Down that was an Underwritten Offering.

Shelf Take-Downs. Any Holder who (ai) Following is a Plan Sponsor or an Affiliate thereof or (ii) together with its Affiliates, beneficially owns Registrable Securities equal to $100 million or more of the effectiveness of a Shelf Registration Statementthen outstanding Shares, any Holder or group of Holders whose to the extent such Holder’s Registrable Securities are included on such Shelf Registration Statement and which collectively hold (together with their Affiliates) Registrable Securities that constitute, in the aggregate, at least ten percent (10%) of the then-outstanding Registrable Securities (the “Initiating Take-Down Holder(s)”) may elect in a written request to the Company (a “Shelf Take-Down Notice”) that the Company engage in (x) an underwritten resale of Registrable Securities pursuant to such effective Shelf Registration Statement (each of the Holders in clause (i) and (ii) above, a “Shelf Holder”) may initiate an offering or sale of all or part of such Registrable Securities (a “Underwritten Shelf Take-Down”), (y) an underwritten registered offering not involving a “roadshow,” commonly known as a “block trade” (a “Block Trade”) or (z) another type in which case the provisions of registered offering involving this Section 2.2 shall apply. Notwithstanding the Company or otherwise requiring actions to be taken by the Company or entry by the Company into any agreements, through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”).foregoing: (bi) The Company shall not be required to effect more than three (3) any such Shelf Holder may initiate an unlimited number of Non-Marketed Shelf Take-Downs in pursuant to Section 2.2(d) below; and (ii) any twelve such Shelf Holder may initiate an unlimited number of Underwritten Offerings (12including any block trade) month period, pursuant to Section 2.2(c) below; provided that in each case, the Registrable Securities proposed to be sold by the initiating Shelf Holder (and if applicable, other co-initiating Shelf Holders) shall be required to (x) have a reasonably anticipated aggregate offering price of at least $50.0 million (before deduction of underwriting discounts and commissions) or (y) constitute all remaining Registrable Securities held by such Shelf Holder (and, if applicable, other co-initiating Shelf Holders); provided, however, that the Company shall have no obligation to facilitate or participate in more than three Underwritten Offerings that are initiated by a Holder pursuant to this Section 2.2 during any 12-month period (and no more than one (1) of such Shelf Take-Downs may be a Block Trade or Other Coordinated Underwritten Offering in any twelve (12) month 90-day period. Additionally, any Shelf Take-Down shall only be effected by the Company if the applicable offering (before deduction of underwriter discounts and commissions, if applicable) is reasonably expected to exceed $35,000,000 in gross proceeds).