Common use of Shelf Takedowns Clause in Contracts

Shelf Takedowns. At any time during which the Company has effective a shelf registration pursuant to Rule 415 under the Securities Act with respect to such Holder’s Shares, any Holder (a “Shelf Takedown Holder”), by notice to the Company specifying the intended method or methods of disposition, may request that the Company effect a Public Offering, including an Underwritten Shelf Takedown, of all or a specified part of the Registrable Securities held by such Shelf Takedown Holder that are covered by such registration statement; provided, however, that (a) the value of Registrable Securities that the Shelf Takedown Holder proposes to sell in an Underwritten Shelf Takedown is at least twenty-five million dollars ($25,000,000) or fifteen million dollars ($15,000,000) in the case of a registration statement that does not include substantially more information than is required to included on Form S-3 or, in either case, such lower amount as agreed to by the Board and (b) with respect to any Underwritten Shelf Takedown, such notice is also given to each other Holder with Registrable Securities covered by such registration statement, or to all Holders if such registration statement is undesignated (each a “Potential Takedown Participant”), at least five business days prior to such proposed Underwritten Shelf Takedown. Any (a) (without giving effect to the time periods specified therein). The Company shall not be obligated to take any action to effect any such Underwritten Shelf Takedown pursuant to this Section 3.1.2 if an Underwritten Shelf Takedown requested under this Section 3.1.2 was consummated within the preceding 90 days (unless otherwise consented to by the Board).

Shelf Takedowns. At any time during which the Company has effective a shelf registration pursuant to Rule 415 under the Securities Act with respect to such Holder’s Shares, any Holder (a “Shelf Takedown Holder”), by notice to the Company specifying the intended method or methods of disposition, may request that the Company effect a Public Offering, including an underwritten offering of the Shelf Takedown Holder’s Shares that are subject to such registration statement (an “Underwritten Shelf Takedown, ”) of all or a specified part of the Registrable Securities held by such Shelf Takedown Holder that are covered by such registration statementHolder; provided, however, that (a) the value of Registrable Securities that the Shelf Takedown Holder proposes to sell in an Underwritten Shelf Takedown is at least twenty-five million dollars ($25,000,000) or fifteen million dollars ($15,000,000) in the case of a registration statement that does not include substantially more information than is required to included on Form S-3 or, in either case, such lower amount as agreed to by the Board and (b) with respect to any Underwritten Shelf Takedown, such notice is also given to each other Holder with Registrable Securities covered by such registration statement, or to all Holders if such registration statement is undesignated (each a “Potential Takedown Participant”), at least five business days prior to such proposed Underwritten Shelf Takedown. Any (a) (without giving effect to the time periods specified therein)Board. The Company shall not be obligated to take any action to effect any such Underwritten Shelf Takedown pursuant to this Section 3.1.2 if an Underwritten Shelf Takedown requested under this Section 3.1.2 was consummated within the preceding 90 days (unless otherwise consented to by the Board).

Shelf Takedowns. At any time during which when a Shelf Registration Statement is effective and its use has not been otherwise suspended by the Company in accordance with the terms of Section 2.3, so long as such Shelf Registration Statement has effective been filed on Form S-3, upon a shelf registration pursuant to Rule 415 under the Securities Act with respect to such Holder’s Shares, any Holder written demand (a “Shelf Takedown Demand”) by any Holder or Holders holding not less than 50% of the Registrable Securities (the “Initiating Holder”), the Company will facilitate in the manner described in this Agreement a “takedown” of Registrable Securities off of such Shelf Registration Statement (a “take down offering”) and the Company shall pay all Registration Expenses in connection therewith; provided that the estimated market value of the Registrable Securities proposed to be sold by the Initiating Holder is at least $1,000,000; and in any such event the Company will provide (x) in connection with any non-marketed underwritten takedown offering (other than a Block Trade), at least two (2) Business Days’ notice of such Takedown Demand to each Holder (other than the Initiating Holder), (y) in connection with any Block Trade initiated prior to the three (3) year anniversary of the date hereof, notice of such Takedown Demand to each Holder (other than the Initiating Holder) no later than noon Eastern time on the Business Day prior to the requested Takedown Demand and (z) in connection with any marketed underwritten takedown offering, at least five (5) Business Days’ notice of such Takedown Demand to each Holder (other than the Initiating Holder). In connection with (x) any non-marketed underwritten takedown offering initiated prior to the three (3) year anniversary of the date of this Agreement and (y) any marketed underwritten takedown offering, if any Holders entitled to receive a notice pursuant to the preceding sentence request inclusion of their Registrable Securities (by notice to the Company specifying the intended method or methods of dispositionCompany, may request that which notice must be received by the Company effect a Public Offering, including an Underwritten Shelf Takedown, of all or a specified part of the Registrable Securities held by such Shelf Takedown Holder that are covered by such registration statement; provided, however, that no later than (a) the value of Registrable Securities that the Shelf Takedown Holder proposes to sell in an Underwritten Shelf Takedown is at least twenty-five million dollars ($25,000,000) or fifteen million dollars ($15,000,000A) in the case of a registration statement non-marketed underwritten takedown offering (other than a Block Trade), the Business Day following the date notice is given to such participant, (B) in the case of a Block Trade, by 10:00 p.m. Eastern time on the date notice is given to such participant and (C) in the case of a marketed underwritten takedown offering, three (3) Business Days following the date notice is given to such participant), the Initiating Holder and the other Holders that does request inclusion of their Registrable Securities shall be entitled to sell their Registrable Securities in such offering. Each Holder agrees that such Holder shall treat as confidential the receipt of the notice of a Takedown Demand and shall not include substantially more disclose or use the information contained in such notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than is required to included on Form S-3 or, in either case, such lower amount as agreed to a result of disclosure by the Board and (b) with respect to any Underwritten Shelf Takedown, such notice is also given to each other Holder with Registrable Securities covered by such registration statement, or to all Holders if such registration statement is undesignated (each a “Potential Takedown Participant”), at least five business days prior to such proposed Underwritten Shelf Takedown. Any (a) (without giving effect to in breach of the time periods specified therein). The Company shall not be obligated to take any action to effect any such Underwritten Shelf Takedown pursuant to terms of this Section 3.1.2 if an Underwritten Shelf Takedown requested under this Section 3.1.2 was consummated within the preceding 90 days (unless otherwise consented to by the Board)Agreement.

Shelf Takedowns. At any time during which the Company has effective a shelf registration pursuant to Rule 415 under the Securities Act with respect to such Holder’s Shares, any Holder (a “Shelf Takedown Holder”), by notice to the Company specifying the intended method or methods of disposition, may request that the Company effect a Public Offering, including an Underwritten Shelf Takedown, of all or a specified part of the Registrable Securities held by such Shelf Takedown Holder that are covered by such registration statement; provided, however, that (a) the value of Registrable Securities that the Shelf Takedown Holder proposes to sell in an Underwritten Shelf Takedown is at least twenty-five million dollars ($25,000,000) or fifteen million dollars ($15,000,000) in the case of a registration statement that does not include substantially more information than is required to be included on Form S-3 or, in either case, such lower amount as agreed to by the Board and (b) with respect to any Underwritten Shelf Takedown, such notice is also given to each other Holder with Registrable Securities covered by such registration statement, or to all Holders if such registration statement is undesignated (each a “Potential Takedown Participant”), at least five business days prior to such proposed Underwritten Shelf Takedown. AnyAny Potential Takedown Participant may, by written response delivered to the Company within one business day after the date of delivery of such notice, request that all or a specified part of such Holder’s Registrable Securities be included in any such Underwritten Shelf Takedown, subject to the underwriters’ cutback set forth in Section 3.1.1 and the procedures set forth in 3.2.1 (a) (without giving effect to the time periods specified therein). The Company shall not be obligated to take any action to effect any such Underwritten Shelf Takedown pursuant to this Section 3.1.2 3.2.1 if an Underwritten Shelf Takedown requested under this Section 3.1.2 3.2.1 was consummated within the preceding 90 days (unless otherwise consented to by the Board).

Shelf Takedowns. At any time during which the Company has effective a shelf registration pursuant to Rule 415 under the Securities Act with respect to such Holder’s Shares, any Holder (a “Shelf Takedown Holder”), by notice to the Company specifying the intended method or methods of disposition, may request that the Company effect a Public Offering, including an Underwritten Shelf Takedown, of all or a specified part of the Registrable Securities held by such Shelf Takedown Holder that are covered by such registration statement; provided, however, that (a) the value of Registrable Securities that the Shelf Takedown Holder proposes to sell in an Underwritten Shelf Takedown is at least twenty-five million dollars ($25,000,000) or fifteen million dollars ($15,000,000) in the case of a registration statement that does not include substantially more information than is required to included on Form S-3 or, in either case, such lower amount as agreed to by the Board and (b) with respect to any Underwritten Shelf Takedown, such notice is also given to each other Holder with Registrable Securities covered by such registration statement, or to all Holders if such registration statement is undesignated (each a “Potential Takedown Participant”), at least five business days prior to such proposed Underwritten Shelf Takedown. AnyAny 30748034_8 (a) (without giving effect to the time periods specified therein). The Company shall not be obligated to take any action to effect any such Underwritten Shelf Takedown pursuant to this Section 3.1.2 if an Underwritten Shelf Takedown requested under this Section 3.1.2 was consummated within the preceding 90 days (unless otherwise consented to by the Board).