Block Trades and Other Coordinated Offerings. (i) Notwithstanding any other provision of this Agreement, at any time and from time to time when an effective Registration Statement is on file with the Commission, if one or more Demanding Holder(s) wishes to engage in (a) an Underwritten Offering not involving a “roadshow,” commonly known as a “block trade” (each, a “Block Trade”) or (b) a registered offering through an Underwriter, broker, sales agent or distribution agent, whether as Underwriter, agent or principal (each, an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, $10 million, then if such Demanding Holder(s) requires any assistance from the Company pursuant to this Section 2.1.1(c), such Holder shall notify the Company of the Block Trade or Other Coordinated Offering at least five (5) Business Days prior to the day such offering is to commence and, as promptly as reasonably practicable, the Company shall facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holder(s) representing a majority of the Registrable Securities wishing to engage in such Block Trade or Other Coordinated Offering shall use their commercially reasonable efforts to work with the Company and any Underwriters or brokers, sales agents or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the Registration Statement, prospectus and other offering documentation relating to such Block Trade or Other Coordinated Offering.
Block Trades and Other Coordinated Offerings. Notwithstanding anything contained in this Section 2, in the event a sale of Registrable Securities is (a) an underwritten transaction requiring the involvement of the Company but not involving (i) any “road show” or (ii) a lock-up agreement of more than 45 days to which the Company is a party, and which is commonly known as a “block trade” (a “Block Trade”), or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Offering”) (A) the requesting Holder (1) shall give at least five Business Days prior notice in writing of such transaction to the Company and (2) with respect to any Block Trade, identify the potential underwriter in such notice with contact information for such underwriter; and (B) the Company shall cooperate with such requesting Holder to the extent it is reasonably able and shall not be required to give notice thereof to other Holders or permit their participation therein unless reasonably practicable. For the avoidance of doubt, neither a Block Trade nor an Other Coordinated Offering shall constitute a Requested Underwritten Offering.
