Common use of Shelf Takedown Clause in Contracts

Shelf Takedown. (a) At any time during which the Company has an effective Shelf Registration Statement with respect to a Demand Holder’s Registrable Securities, by notice to the Company specifying the intended method or methods of disposition thereof, such Demand Holder may make a written request (a “Shelf Takedown Request”) to the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of such Demand Holder’s Registrable Securities that are covered by such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose; provided that any Underwritten Shelf Takedown Request that does not include all of the Registrable Securities then held by the initiating Demand Holder that are covered by the applicable Shelf Registration Statement shall be in respect of at least $25 million in anticipated net proceeds in the aggregate (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering a written notice pursuant to Section 3.2.5(b)). (b) Promptly upon receipt of any Underwritten Shelf Takedown Request (but in no event more than three Business Days thereafter), the Company shall deliver a notice (a “Shelf Takedown