Common use of Underwritten Shelf Takedown Clause in Contracts

Underwritten Shelf Takedown. (i) If, at any time during which a Shelf Registration is in effect (or in connection with its initial effectiveness), the Company shall receive a request from (x) Eligible Stockholders holding in the aggregate more than 10% of the then outstanding Shares (such Persons, which, for the avoidance of doubt, may include ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or his estate, the “Shelf Takedown Requesting Stockholders”) or (y) a ▇▇▇▇▇▇▇▇ Demanding Stockholder to facilitate an Underwritten Public Offering and sale of all or a portion of the Registrable Securities registered or registrable thereon (such request, an “Underwritten Shelf Takedown Request,” and any Underwritten Public Offering conducted pursuant thereto, an “Underwritten Shelf Takedown”), then the Company shall use all reasonable efforts to (1) file such amendments and supplements or reports under the Exchange Act, if applicable, so as to include in the Shelf Registration, and (2) facilitate, as expeditiously as possible, the sale of: a. all Registrable Securities for which the Shelf Takedown Requesting Stockholders or the ▇▇▇▇▇▇▇▇ Demanding Stockholder, as applicable, have requested registration and sale under this Section 2.02(b), b. in the case of an Underwritten Shelf Takedown Request at the request of Shelf Takedown Requesting Stockholders or a ▇▇▇▇▇▇▇▇ Demanding Stockholder that is not a ▇▇▇▇▇▇▇▇ Legacy Stockholder, subject to the restrictions set forth in Section 2.01(d) (to the extent applicable), all other Registrable Securities that any other Stockholders have requested the Company to register and sell pursuant to a Piggyback Registration in accordance with Section 2.03(a), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be so registered; provided that no Person may participate in any registration statement pursuant to this Section 2.02(b) unless such Person agrees to sell their Registrable Securities to the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to the Shelf Takedown Requesting Stockholders or such ▇▇▇▇▇▇▇▇ Demanding Stockholder, as the case may be; provided, however, that no such Registering Stockholders shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws by such Registering Stockholder as may be reasonably requested; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto; and provided, further, that such liability will be limited to the net amount received by such Person from the sale of his or its Registrable Securities pursuant to such registration, and c. in the case of an Underwritten Shelf Takedown Request at the request of Shelf Takedown Requesting Stockholders or a ▇▇▇▇▇▇▇▇ Demanding Stockholder that is not a ▇▇▇▇▇▇▇▇ Legacy Stockholder, any other securities proposed to be registered and sold by the Company or any securities proposed to be registered and sold for the account of any other Persons, with such priorities among the Company and such other Persons as the Company shall determine. (ii) The Company shall be liable for and pay all Registration Expenses in connection with any Underwritten Shelf Takedown, regardless of whether such Registration is effected. The Committee (in the case of an Underwritten Shelf Takedown Request at the request of Shelf Takedown Requesting Stockholders) and the ▇▇▇▇▇▇▇▇ Demanding Stockholder (in the case of an Underwritten Shelf Takedown Request at the request of such ▇▇▇▇▇▇▇▇ Demanding Stockholder) shall have the right, after consultation with the Company, to select the underwriters, initial purchasers or placement agents, if any, the price and other terms upon which and the process by which any sale pursuant to an Underwritten Shelf Takedown is effected; provided, however, that the Committee or the ▇▇▇▇▇▇▇▇ Demanding Stockholder, as the case may be, shall not select any underwriter, initial purchaser or placement agent to which the Company shall reasonably object. (iii) If the managing underwriter advises the Shelf Takedown Requesting Stockholder or the ▇▇▇▇▇▇▇▇ Demanding Stockholder, as the case may be, that, in its view, the number of Registrable Securities requested to be included in an Underwritten Shelf Takedown (including, in the case of an Underwritten Shelf Takedown Request at the request of Shelf Takedown Requesting Stockholders or a ▇▇▇▇▇▇▇▇ Demanding Stockholder that is not a ▇▇▇▇▇▇▇▇ Legacy Stockholder, any Registrable Securities that any Registering Stockholder proposes to be included and any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of Registrable Securities that can be sold without having an adverse effect on such offering, including the price at which such Registrable Securities can be sold (the “Shelf Takedown Maximum Offering Size”), the Company shall include in such registration and/or such Underwritten Public Offering, in the priority listed below, up to the Shelf Takedown Maximum Offering Size: (A) in the case of an Underwritten Shelf Takedown Request at the request of a ▇▇▇▇▇▇▇▇ Legacy Stockholder, a number of Registrable Securities equal to the Shelf Takedown Maximum Offering Size; provided, however, that if the Shelf Takedown Maximum Offering Size is less than the number of Registrable Securities sought to be registered by the ▇▇▇▇▇▇▇▇ Legacy Stockholder, then such ▇▇▇▇▇▇▇▇ Legacy Stockholder may withdraw such request as provided in Section 2.02(d); (B) in the case of an Underwritten Shelf Takedown Request at the request of Shelf Takedown Requesting Stockholders or a ▇▇▇▇▇▇▇▇ Demanding Stockholder that is not a ▇▇▇▇▇▇▇▇ Legacy Stockholder: (1) first, all Registrable Securities proposed to be sold by the Registering Stockholders (the Registrable Securities, allocated, if necessary for the offering not to exceed the Shelf Takedown Maximum Offering Size, pro rata among the Registering Stockholders on the basis of the relative number of Registrable Securities so requested to be included in such offering by each Registering Stockholder); and (2) second, any securities proposed to be sold by the Company or any securities proposed to be sold for the account of any other Persons, with such priorities among the Company and such other Persons as the Company shall determine.

Underwritten Shelf Takedown. (i) IfSubject to Section 2.4 and Section 3.4, at any time during which that a Shelf Registration Statement is in effect (or in connection with its initial effectiveness)effective, the Company shall receive a request from (x) Eligible Stockholders holding in the aggregate more than 10Holder of at least 30% of the then then-outstanding Shares number of Registrable Securities, any of the Sponsor Members or the Sponsor (such PersonsHolder or the Sponsor in such capacity, which, for the avoidance of doubt, may include ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or his estate, the a “Shelf Takedown Requesting StockholdersDemanding Holder”) may request to sell all or (y) a ▇▇▇▇▇▇▇▇ Demanding Stockholder to facilitate part of its Registrable Securities in an Underwritten Public Offering and sale of all or a portion of that is registered pursuant to the Registrable Securities registered or registrable thereon Shelf Registration Statement (such request, an “Underwritten Shelf Takedown Request,” and any Underwritten Public Offering conducted pursuant thereto, an “Underwritten Shelf Takedown”), then ; provided that the Company shall use all reasonable efforts only be obligated to (1) file such amendments and supplements or reports under the Exchange Act, if applicable, so as to include in the Shelf Registration, and (2) facilitate, as expeditiously as possible, the sale of: a. all Registrable Securities for which the Shelf Takedown Requesting Stockholders or the ▇▇▇▇▇▇▇▇ Demanding Stockholder, as applicable, have requested registration and sale under this Section 2.02(b), b. in the case of effect an Underwritten Shelf Takedown Request for a Holder of at the request of Shelf Takedown Requesting Stockholders or a ▇▇▇▇▇▇▇▇ Demanding Stockholder that is not a ▇▇▇▇▇▇▇▇ Legacy Stockholder, subject to the restrictions set forth in Section 2.01(d) (to the extent applicable), all other Registrable Securities that any other Stockholders have requested the Company to register and sell pursuant to a Piggyback Registration in accordance with Section 2.03(a), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) least 30% of the Registrable Securities to be so registered; provided that no Person may participate in any registration statement pursuant to this Section 2.02(b) unless such Person agrees to sell their Registrable Securities to the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to the Shelf Takedown Requesting Stockholders or such ▇▇▇▇▇▇▇▇ Demanding Stockholder, as the case may be; provided, however, that no such Registering Stockholders shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws by such Registering Stockholder as may be reasonably requested; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto; and provided, further, that such liability will be limited to the net amount received by such Person from the sale of his or its Registrable Securities pursuant to such registration, and c. in the case of an Underwritten Shelf Takedown Request at the request of Shelf Takedown Requesting Stockholders or a ▇▇▇▇▇▇▇▇ Demanding Stockholder that is not a ▇▇▇▇▇▇▇▇ Legacy Stockholder, any other securities proposed to be registered and sold by the Company or any securities proposed to be registered and sold for the account of any other Persons, with such priorities among the Company and such other Persons as the Company shall determine. (ii) The Company shall be liable for and pay all Registration Expenses in connection with any Underwritten Shelf Takedown, regardless of whether such Registration is effected. The Committee (in the case of an Underwritten Shelf Takedown Request at the request of Shelf Takedown Requesting Stockholders) and the ▇▇▇▇▇▇▇▇ Demanding Stockholder (in the case of an Underwritten Shelf Takedown Request at the request of such ▇▇▇▇▇▇▇▇ Demanding Stockholder) shall have the right, after consultation with the Company, to select the underwriters, initial purchasers or placement agents, if any, the price and other terms upon which and the process by which any sale pursuant to an Underwritten Shelf Takedown is effected; provided, however, that the Committee or the ▇▇▇▇▇▇▇▇ Demanding Stockholder, as the case may be, shall not select any underwriter, initial purchaser or placement agent to which the Company shall reasonably object. (iii) If the managing underwriter advises the Shelf Takedown Requesting Stockholder or the ▇▇▇▇▇▇▇▇ Demanding Stockholder, as the case may be, that, in its view, the then-outstanding number of Registrable Securities requested to be included in an Underwritten Shelf Takedown (including, in the case of an Underwritten Shelf Takedown Request at the request of Shelf Takedown Requesting Stockholders or a ▇▇▇▇▇▇▇▇ Demanding Stockholder that is not a ▇▇▇▇▇▇▇▇ Legacy Stockholder, any Registrable Securities that any Registering Stockholder proposes to be included and any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of Registrable Securities that can be sold without having an adverse effect on if such offering, including the price at which such Registrable Securities can be sold (the “Shelf Takedown Maximum Offering Size”), the Company offering shall include in such registration and/or such Underwritten Public Offering, in the priority listed below, up to the Shelf Takedown Maximum Offering Size: (A) in the case of an Underwritten Shelf Takedown Request at the request of a ▇▇▇▇▇▇▇▇ Legacy Stockholder, a number of Registrable Securities equal to the Shelf Takedown Maximum Offering Size; provided, however, that if the Shelf Takedown Maximum Offering Size is less than the number of Registrable Securities sought to be registered by the ▇▇▇▇▇▇▇▇ Legacy Stockholder, then such ▇▇▇▇▇▇▇▇ Legacy Stockholder may withdraw such request as provided in Section 2.02(d); (B) in the case of an Underwritten Shelf Takedown Request at the request of Shelf Takedown Requesting Stockholders or a ▇▇▇▇▇▇▇▇ Demanding Stockholder that is not a ▇▇▇▇▇▇▇▇ Legacy Stockholder: (1) first, all Registrable Securities proposed to be sold by the Registering Stockholders such Demanding Holder, either individually or together with other Demanding Holders, yielding aggregate gross proceeds in excess of $50,000,000 (based on then-current market prices) (the Registrable Securities“Minimum Amount”). All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, allocated, if necessary for which shall specify the offering not to exceed the Shelf Takedown Maximum Offering Size, pro rata among the Registering Stockholders on the basis of the relative number of Registrable Securities so requested to be included in offered and sold under the Shelf Takedown. The Company shall have the right to select the Underwriter for such offering by (which shall consist of one or more reputable nationally recognized investment banks. Notwithstanding the foregoing, (i) the Sponsor and the Sponsor Members (taken together) and (ii) the other Demanding Holders (taken together) may each Registering Stockholder); and demand not more than two Underwritten Shelf Takedowns, in each case pursuant to this Section 2.1.4 in any twelve (212) secondmonth period, for an aggregate of not more than four Underwritten Shelf Takedowns pursuant to this Section 2.1.4 in any securities proposed twelve (12) month period. The Company may effect any Underwritten Offering pursuant to be sold by the Company or any securities proposed to be sold then effective Registration Statement that is then available for the account of any other Persons, with such priorities among the Company and such other Persons as the Company shall determineoffering.

Underwritten Shelf Takedown. (ia) If, at any time during which a Shelf Registration is in effect (or in connection with its initial effectiveness), the Company shall receive a request from (x) Eligible Stockholders holding in the aggregate more than 10% of the then outstanding Shares (such Persons, which, for the avoidance of doubt, may include ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or his estate, the “Shelf Takedown Requesting Stockholders”) or (y) a ▇▇▇▇▇▇▇▇ Demanding Stockholder to facilitate an Underwritten Public Offering and sale of all or a portion of the Registrable Securities registered or registrable thereon (such request, an “Underwritten Shelf Takedown Request,” and any Underwritten Public Offering conducted pursuant thereto, an “Underwritten Shelf Takedown”), then the Company shall use all reasonable efforts to (1) file such amendments and supplements or reports under the Exchange Act, if applicable, so as to include in the Shelf Registration, and (2) facilitate, as expeditiously as possible, the sale of: a. all Registrable Securities for which the Shelf Takedown Requesting Stockholders or the ▇▇▇▇▇▇▇▇ Demanding Stockholder, as applicable, have requested registration and sale under this Section 2.02(b), b. in the case of an Underwritten Shelf Takedown Request at the request of Shelf Takedown Requesting Stockholders or a ▇▇▇▇▇▇▇▇ Demanding Stockholder that is not a ▇▇▇▇▇▇▇▇ Legacy Stockholder, subject to the restrictions set forth in Section 2.01(d) (to the extent applicable), all other Registrable Securities that any other Stockholders have requested the Company to register and sell pursuant to a Piggyback Registration in accordance with Section 2.03(a), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be so registered; provided that no Person may participate in any registration statement pursuant to this Section 2.02(b) unless such Person agrees to sell their Registrable Securities to the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to the Shelf Takedown Requesting Stockholders or such ▇▇▇▇▇▇▇▇ Demanding Stockholder, as the case may be; provided, however, that no such Registering Stockholders shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws by such Registering Stockholder as may be reasonably requested; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto; and provided, further, that such liability will be limited to the net amount received by such Person from the sale of his or its Registrable Securities pursuant to such registration, and c. in the case of an Underwritten Shelf Takedown Request at the request of Shelf Takedown Requesting Stockholders or a ▇▇▇▇▇▇▇▇ Demanding Stockholder that is not a ▇▇▇▇▇▇▇▇ Legacy Stockholder, any other securities proposed to be registered and sold by the Company or any securities proposed to be registered and sold for the account of any other Persons, with such priorities among the Company and such other Persons as the Company shall determine. (ii) The Company shall be liable for and pay all Registration Expenses in connection with any Underwritten Shelf Takedown, regardless of whether such Registration is effected. The Committee (in the case of an Underwritten Shelf Takedown Request at the request of Shelf Takedown Requesting Stockholders) and the ▇▇▇▇▇▇▇▇ Demanding Stockholder (in the case of an Underwritten Shelf Takedown Request at the request of such ▇▇▇▇▇▇▇▇ Demanding Stockholder) shall have the right, after consultation with the Company, to select the underwriters, initial purchasers or placement agents, if any, the price and other terms upon which and the process by which any sale pursuant to an Underwritten Shelf Takedown is effected; provided, however, that the Committee or the ▇▇▇▇▇▇▇▇ Demanding Stockholder, as the case may be, shall not select any underwriter, initial purchaser or placement agent to which the Company shall reasonably object. (iii) If the managing underwriter advises the Shelf Takedown Requesting Stockholder or the ▇▇▇▇▇▇▇▇ Demanding Stockholder, as the case may be, that, in its view, the number of Registrable Securities requested to be included in an Underwritten Shelf Takedown (including, in the case of an Underwritten offering pursuant to a Shelf Takedown Request Registration Statement filed pursuant to Section 2.1 and the Seller so elects (or if the Seller has not delivered written notice to effect an underwritten offering pursuant to this Agreement within ninety (90) after the date hereof, then if Purchaser so elects), such offering shall, by written notice delivered to the Purchaser or the Seller (as applicable), be in the form of a Block Trade (subject in any event to Section 4.2). In the event of a Block Trade pursuant to this Section 3.2 (subject in any event to Section 4.2), (1) the electing party shall (i) give at least ten (10) Business Days’ prior notice in writing of such transaction to the request other party (which notice may be given prior to the filing of the Shelf Takedown Requesting Stockholders or Registration Statement, provided that the Purchaser shall have no obligation to effect a ▇▇▇▇▇▇▇▇ Demanding Stockholder that is not a ▇▇▇▇▇▇▇▇ Legacy StockholderBlock Trade until the Shelf Registration Statement has been filed); and (ii) identify the potential underwriter(s) in such notice with contact information for such underwriter(s) for such Block Trade, any Registrable which underwriter(s) shall be an investment banking firm(s) of national standing and shall be subject to the Purchaser’s reasonable approval and (iii) identify the total number of Eligible Securities that any Registering Stockholder proposes expected to be included offered and any securities that sold in the Company proposes Block Trade and the applicable Selling Holders, and (2) each party shall use reasonable best efforts to be included that are not Registrable Securities) exceeds cooperate with the largest number other party in connection with the completion of Registrable Securities that can be sold without having an adverse effect on such offering, including Block Trade. For the price at which such Registrable Securities can be sold (the “Shelf Takedown Maximum Offering Size”)avoidance of doubt, the Company Shelf Registration Statement shall include in such registration and/or such Underwritten Public Offering, in not be deemed available for use by the priority listed below, up to the Shelf Takedown Maximum Offering Size:Holders for purposes of this Section 3.2(a) during any Blackout Period. (Ab) in In the case of an Underwritten Shelf Takedown Request at underwritten offering, the request of a ▇▇▇▇▇▇▇▇ Legacy StockholderPurchaser and Selling Holders shall enter into and perform their respective obligations under an underwriting agreement with such underwriters for such offering, a number of Registrable Securities equal with such agreement to contain such representations and warranties by the Purchaser and Selling Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, taking into account the Purchaser’s prior underwritten offerings, which may include, without limitation, indemnities and contribution to the Shelf Takedown Maximum Offering Size; provided, however, that if effect and to the Shelf Takedown Maximum Offering Size is less than extent provided in Article VI hereof and the number provision of Registrable Securities sought independent certified public accountants’ letters to be registered by the ▇▇▇▇▇▇▇▇ Legacy Stockholder, then such ▇▇▇▇▇▇▇▇ Legacy Stockholder may withdraw such request as effect and to the extent provided in Section 2.02(d); (B4.1(f) hereof, and any other documents or certificates customary in the case similar offerings. The Holders of an Underwritten Shelf Takedown Request at the request of Shelf Takedown Requesting Stockholders or a ▇▇▇▇▇▇▇▇ Demanding Stockholder that is not a ▇▇▇▇▇▇▇▇ Legacy Stockholder: (1) first, all Registrable Eligible Securities proposed on whose behalf such securities are to be sold distributed by such underwriters shall be parties to any such underwriting agreement and the Registering Stockholders (representations and warranties by, and the Registrable Securitiesother agreements on the part of, allocated, if necessary the Purchaser to and for the offering not benefit of such underwriters shall also be made to exceed the Shelf Takedown Maximum Offering Size, pro rata among the Registering Stockholders on the basis of the relative number of Registrable Securities so requested to be included in such offering by each Registering Stockholder); and (2) second, any securities proposed to be sold by the Company or any securities proposed to be sold and for the account benefit of any such holders of such securities, but only to the extent such representations and warranties and other Persons, with such priorities among the Company and such other Persons as the Company shall determineagreements are customarily made by issuers to selling stockholders in secondary underwritten public offerings.

Underwritten Shelf Takedown. (ia) If, at any time during which a Shelf Registration is in effect (or in connection with its initial effectiveness), the Company shall receive a request from a Sponsor Stockholder (xthe "REQUESTING STOCKHOLDER") Eligible Stockholders holding in the aggregate more than 10% of the then outstanding Shares (such Persons, which, for the avoidance of doubt, may include ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or his estate, the “Shelf Takedown Requesting Stockholders”) or (y) a ▇▇▇▇▇▇▇▇ Demanding Stockholder to facilitate an Underwritten Public Offering and sale of all or a portion of the Registrable Securities registered or registrable thereon (such request, an “Underwritten Shelf Takedown Request,” "UNDERWRITTEN SHELF TAKEDOWN REQUEST", and any Underwritten Public Offering conducted pursuant thereto, an “Underwritten Shelf Takedown”"UNDERWRITTEN SHELF TAKEDOWN"), then the Company shall shall, subject to the limitations on the number of Underwritten Shelf Takedown Requests contained in Section 3.1(a), use all reasonable efforts to (1) file such amendments and supplements or reports under the Exchange Act, if applicable, so as to include in the Shelf Registration, and (2) facilitate, as expeditiously as possible, the sale of: a. (i) all Registrable Securities for which the Shelf Takedown Requesting Stockholders or the ▇▇▇▇▇▇▇▇ Demanding Stockholder, as applicable, have Stockholder has requested registration and sale under this Section 2.02(b)3.3, b. in the case of an Underwritten Shelf Takedown Request at the request of Shelf Takedown Requesting Stockholders or a ▇▇▇▇▇▇▇▇ Demanding Stockholder that is not a ▇▇▇▇▇▇▇▇ Legacy Stockholder, subject to the restrictions set forth in Section 2.01(d(ii) (to the extent applicable), all other Registrable Securities of the same class or series that any other Stockholders have Stockholder has requested the Company to register and sell pursuant to a Piggyback Registration in accordance with Section 2.03(a)Article 3 hereof, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities to be so registered; provided that no Person may participate in any registration statement pursuant to this Section 2.02(b) unless such Person agrees to sell their Registrable Securities to the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to the Shelf Takedown Requesting Stockholders or such ▇▇▇▇▇▇▇▇ Demanding Stockholder, as the case may be; provided, however, that no such Registering Stockholders shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, and and (iii) such matters pertaining to compliance with securities laws by such Registering Stockholder as may be reasonably requested; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto; and provided, further, that such liability will be limited to the net amount received by such Person from the sale of his or its Registrable Securities pursuant to such registration, and c. in the case of an Underwritten Shelf Takedown Request at the request of Shelf Takedown Requesting Stockholders or a ▇▇▇▇▇▇▇▇ Demanding Stockholder that is not a ▇▇▇▇▇▇▇▇ Legacy Stockholder, any other securities proposed to be registered and sold by the Company or any securities proposed to be registered and sold for the account of any other Persons, with such priorities among the Company and such other Persons as the Company shall determine, all to the extent necessary to permit the disposition of the Registrable Securities to be so registered. (iib) The To the fullest extent permitted by applicable laws, the Company shall be liable for for, and pay all Registration Expenses in connection with with, any Underwritten Shelf Takedown, regardless of whether such Registration is effected. The Committee (in the case of an Underwritten Shelf Takedown Request at the request of Shelf Takedown Requesting Stockholders) and the ▇▇▇▇▇▇▇▇ Demanding Stockholder (in the case of an Underwritten Shelf Takedown Request at the request of such ▇▇▇▇▇▇▇▇ Demanding Stockholder) shall have the right, after consultation with the Company, to select the underwriters, initial purchasers or placement agents, if any, the price and other terms upon which and the process by which any sale pursuant to an Underwritten Shelf Takedown is effected; provided, however, that the Committee or the ▇▇▇▇▇▇▇▇ Demanding Stockholder, as the case may be, shall not select any underwriter, initial purchaser or placement agent to which the Company shall reasonably object. (iiic) If the managing underwriter advises the Shelf Takedown Requesting Stockholder or the ▇▇▇▇▇▇▇▇ Demanding Stockholder, as the case may be, that, in its view, the number of Registrable Securities requested to be included in an Underwritten Shelf Takedown (including, in the case of an Underwritten Shelf Takedown Request at the request of Shelf Takedown Requesting Stockholders or a ▇▇▇▇▇▇▇▇ Demanding Stockholder that is not a ▇▇▇▇▇▇▇▇ Legacy Stockholder, including any Registrable Securities that any Registering Participating Stockholder proposes to be included and any securities that the Company proposes to be included that are not Registrable Securities) exceeds the largest number of Registrable Securities that can be sold without having an adverse effect on such offering, including the price at which such Registrable Securities can be sold (the “Shelf Takedown Maximum Offering Size”), the Company shall include in such registration and/or such Underwritten Public Offering, in the priority listed below, up to the Shelf Takedown Maximum Offering Size: (A) in the case of an Underwritten Shelf Takedown Request at the request of a ▇▇▇▇▇▇▇▇ Legacy Stockholder, a number of Registrable Securities equal to the Shelf Takedown Maximum Offering Size; provided, however, that if the Shelf Takedown Maximum Offering Size is less than the number of Registrable Securities sought to be registered by the ▇▇▇▇▇▇▇▇ Legacy Stockholder, then such ▇▇▇▇▇▇▇▇ Legacy Stockholder may withdraw such request as provided in Section 2.02(d); (B) in the case of an Underwritten Shelf Takedown Request at the request of Shelf Takedown Requesting Stockholders or a ▇▇▇▇▇▇▇▇ Demanding Stockholder that is not a ▇▇▇▇▇▇▇▇ Legacy Stockholder: (1i) first, all Registrable Securities proposed to be sold by the Registering Participating Stockholders (that have not specified a minimum price for the sale of their Registrable Securities, that have specified a minimum price that is less than or equal to the price determined by the Committee for such sale or that have otherwise indicated their desire to sell their Registrable Securities on a PRO RATA basis in proportion to the number of Registrable Securities to be sold by the Committee Members (allocated, if necessary for the offering not to exceed the Shelf Takedown Maximum Offering Size, pro rata PRO RATA among the Registering Stockholders them on the basis of the relative number of Registrable Securities so requested to be included in owned by such offering by each Registering StockholderParticipating Stockholders); , and (2ii) second, any securities proposed to be sold by the Company or any securities proposed to be sold for the account of any other Persons, with such priorities among the Company and such other Persons as the Company shall determine.

Underwritten Shelf Takedown. (i) If, at At any time during which the Shelf Period (subject to any Suspension Period), any one or more Holders of Registrable Securities (such Holder, a “Shelf Public Offering Requesting Holder”) may request to sell all or any portion of their Registrable Securities in an underwritten offering that is registered pursuant to the Shelf Registration is in effect Statement (or in connection with its initial effectiveness), the Company shall receive a request from (x) Eligible Stockholders holding in the aggregate more than 10% of the then outstanding Shares (such Persons, whichincluding, for the avoidance of doubt, may include ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or his estate, the “Shelf Takedown Requesting Stockholders”a shelf registration filed pursuant to Section 2(a) or (y) a ▇▇▇▇▇▇▇▇ Demanding Stockholder to facilitate an Underwritten Public Offering and sale of all or a portion of the Registrable Securities registered or registrable thereon (such requestSection 2(b), an “Underwritten Shelf Takedown Request,” and any Underwritten Public Offering conducted pursuant theretoeach, an “Underwritten Shelf Takedown”” which term shall not include an Alternative Transaction), then ; and the Company shall use all reasonable efforts to within fifteen (115) file Business Days of such amendments and supplements request amend or reports under the Exchange Act, if applicable, so as to include in supplement the Shelf Registration, Registration Statement and/or prepare and (2) facilitate, file related Prospectus supplement as expeditiously as possible, the sale of: a. all Registrable Securities for which the Shelf Takedown Requesting Stockholders or the ▇▇▇▇▇▇▇▇ Demanding Stockholder, as applicable, have requested registration and sale under this Section 2.02(b), b. may be necessary in the case of an Underwritten Shelf Takedown Request at the request of Shelf Takedown Requesting Stockholders or a ▇▇▇▇▇▇▇▇ Demanding Stockholder that is not a ▇▇▇▇▇▇▇▇ Legacy Stockholder, subject order to the restrictions set forth in Section 2.01(d) (to the extent applicable), all other Registrable Securities that any other Stockholders have requested the Company to register and sell pursuant to a Piggyback Registration in accordance with Section 2.03(a), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the enable such Registrable Securities to be so registered; provided that no Person may participate in any registration statement pursuant to this Section 2.02(b) unless such Person agrees to sell their Registrable Securities to the underwriters selected as provided in Section 2.05(f) on the same terms and conditions as apply to the Shelf Takedown Requesting Stockholders or such ▇▇▇▇▇▇▇▇ Demanding Stockholder, as the case may be; provided, however, that no such Registering Stockholders shall be required to make any representations or warranties, or provide any indemnity, in connection with any such registration other than representations and warranties (or indemnities with respect thereto) as to (i) such Person’s ownership of his, her or its Registrable Securities to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person’s power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws by such Registering Stockholder as may be reasonably requested; provided, further, however, that the obligation of such Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person will be in proportion thereto; and provided, further, that such liability will be limited to the net amount received by such Person from the sale of his or its Registrable Securities pursuant to such registration, and c. in the case of an Underwritten Shelf Takedown Request at the request of Shelf Takedown Requesting Stockholders or a ▇▇▇▇▇▇▇▇ Demanding Stockholder that is not a ▇▇▇▇▇▇▇▇ Legacy Stockholder, any other securities proposed to be registered and sold by the Company or any securities proposed to be registered and sold for the account of any other Persons, with such priorities among the Company and such other Persons as the Company shall determine. (ii) The Company shall be liable for and pay all Registration Expenses in connection with any Underwritten Shelf Takedown, regardless of whether such Registration is effected. The Committee (in the case of an Underwritten Shelf Takedown Request at the request of Shelf Takedown Requesting Stockholders) and the ▇▇▇▇▇▇▇▇ Demanding Stockholder (in the case of an Underwritten Shelf Takedown Request at the request of such ▇▇▇▇▇▇▇▇ Demanding Stockholder) shall have the right, after consultation with the Company, to select the underwriters, initial purchasers or placement agents, if any, the price and other terms upon which and the process by which any sale distributed pursuant to an Underwritten Shelf Takedown is effectedTakedown; provided, howeverthat, that the Committee or the ▇▇▇▇▇▇▇▇ Demanding Stockholderand subject to Section 2(a)(v) below, as the case may be, shall not select any underwriter, initial purchaser or placement agent to which the Company shall reasonably object. not be obligated to effect (iiix) If the managing underwriter advises the more than one (1) Underwritten Shelf Takedowns in any 12-month period for all Holders and (y) any Underwritten Shelf Takedown Requesting Stockholder or if the ▇▇▇▇▇▇▇▇ Demanding Stockholder, as aggregate gross proceeds expected to be received from the case may be, that, in its view, sale of the number of Registrable Securities requested to be included sold in an such Underwritten Shelf Takedown (including, in for the case avoidance of an Underwritten Shelf Takedown Request at doubt, the request of Shelf Takedown Requesting Stockholders or a ▇▇▇▇▇▇▇▇ Demanding Stockholder that is not a ▇▇▇▇▇▇▇▇ Legacy Stockholder, any Registrable Securities that any Registering Stockholder proposes to be included and any securities that of the Company proposes to be included that are not Registrable Securities) exceeds the largest number of Registrable Securities that can be sold without having an adverse effect on such offering, including the price at which such Registrable Securities can be sold Holders (the “Shelf Takedown Maximum Offering Size”), the Company shall include in such registration and/or such Underwritten Public Offering, in the priority listed below, up to other than the Shelf Takedown Maximum Public Offering Size: (ARequesting Holder) in the case of an Underwritten Shelf Takedown Request at the request of a ▇▇▇▇▇▇▇▇ Legacy Stockholder, a number of Registrable Securities equal to the Shelf Takedown Maximum Offering Size; provided, however, that if the Shelf Takedown Maximum Offering Size is less than the number of Registrable Securities sought to be registered by the ▇▇▇▇▇▇▇▇ Legacy Stockholder, then such ▇▇▇▇▇▇▇▇ Legacy Stockholder may withdraw such request as provided in Section 2.02(d); (B) in the case of an Underwritten Shelf Takedown Request at the request of Shelf Takedown Requesting Stockholders or a ▇▇▇▇▇▇▇▇ Demanding Stockholder that is not a ▇▇▇▇▇▇▇▇ Legacy Stockholder: (1) first, all Registrable Securities proposed to be sold by the Registering Stockholders (the Registrable Securities, allocated, if necessary for the offering not to exceed the Shelf Takedown Maximum Offering Size, pro rata among the Registering Stockholders on the basis of the relative number of Registrable Securities so requested to be included in such offering by each Registering Stockholder); and (2therein pursuant to 2(a)(iii) second, any securities proposed below and the Other Registrable Securities to be sold by in such Underwritten Shelf Takedown), in the Company or any securities proposed to be sold for good faith judgment of the account of any other Personsmanaging underwriter(s) therefor, with such priorities among the Company and such other Persons as the Company shall determineis less than $20 million.