Common use of Block Trades and Other Coordinated Offerings Clause in Contracts

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. (i) 2.3.1 Notwithstanding any other provision of this AgreementArticle II, but subject to Section 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement is on file with the Commission, if one or more a Demanding Holder(s) Holder wishes to engage in (a) an Underwritten Offering underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (each, a “Block Trade”) or (b) a an “at the market” or similar registered offering through an Underwriter, a broker, sales agent or distribution agent, whether as Underwriter, agent or principal principal, (each, an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million25 million or (y) all remaining Registrable Securities held by the Demanding Holder, then then, if such Demanding Holder(s) Holder requires any assistance from the Company pursuant to this Section 2.1.1(c)2.3, such Holder shall notify the Company of the Block Trade or Other Coordinated Offering at least five two (52) Business Days business days prior to the day such offering is to commence and, as promptly as reasonably practicable, the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided provided, that the Demanding Holder(s) Holders representing a majority of the Registrable Securities wishing to engage in such the 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 Prospectus and other offering documentation relating related to such the Block Trade or Other Coordinated Offering.

Block Trades and Other Coordinated Offerings. (i) 2.4.1 Notwithstanding any other provision of this AgreementArticle II, but subject to Section 3.4, at any time and from time to time when an effective Registration Statement is on file with the Commission, if one or more a Demanding Holder(s) Holder wishes to engage in (a) an Underwritten Offering underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (each, a “Block Trade”) or (b) a an “at the market” or similar registered offering through an Underwriter, a 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, either (x) $10 million25 million or (y) all remaining Registrable Securities held by the Demanding Holder; provided that the total offering price is reasonably expected to exceed $5 million in the aggregate, then if such Demanding Holder(s) Holder requires any assistance from the Company pursuant to this Section 2.1.1(c)2.4, such Holder shall notify the Company of the Block Trade or Other Coordinated Offering at least five (5) Business Days business days prior to the day such offering is to commence and, as promptly as reasonably practicable, and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holder(s) Holders representing a majority of the Registrable Securities wishing to engage in such the 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”) (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade or Other Coordinated Offering) prior to making such request in order to facilitate preparation of the Registration Statementregistration statement, prospectus and other offering documentation relating related to such the Block Trade or Other Coordinated Offering.

Block Trades and Other Coordinated Offerings. (i) 2.3.1 Notwithstanding any other provision of this AgreementArticle II, but subject to Section 2.4 and Section 3.4, at any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, if one or more a Demanding Holder(s) Holder wishes to engage in (a) an Underwritten Offering underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (each, a “Block Trade”) or (b) a an “at the market” or similar registered offering through an Underwriter, a broker, sales agent or distribution agent, whether as Underwriter, agent or principal principal, (each, an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, in the aggregate, $10 millionUS$25 million or (y) covering all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder(s) Holder requires any assistance from the Company pursuant to this Section 2.1.1(c)2.3, such Holder shall notify the Company of the Block Trade or Other Coordinated Offering at least five (5) Business Days business days prior to the day such offering is to commence and, as promptly as reasonably practicable, the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holder(s) Holders representing a majority of the Registrable Securities wishing to engage in such the 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 Statementregistration statement, prospectus and other offering documentation relating related to such the Block Trade or Other Coordinated Offering.

Block Trades and Other Coordinated Offerings. (i) 2.4.1 Notwithstanding any other provision of this AgreementArticle ‎II, but subject to Section ‎3.4, at any time and from time to time when an effective Registration Statement is on file with the Commission, if one or more a Demanding Holder(s) Holder wishes to engage in (a) an Underwritten Offering underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (each, a “Block Trade”) or (b) a an “at the market” or similar registered offering through an Underwriter, a broker, sales agent or distribution agent, whether as Underwriter, agent or principal principal, (each, an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million25 million or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder(s) Holder requires any assistance from the Company pursuant to this Section 2.1.1(c)‎2.4, such Holder shall notify the Company of the Block Trade or Other Coordinated Offering at least five (5) Business Days business days prior to the day such offering is to commence and, as promptly as reasonably practicable, and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holder(s) Holders representing a majority of the Registrable Securities wishing to engage in such the 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”) (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade or Other Coordinated Offering) prior to making such request in order to facilitate preparation of the Registration Statementregistration statement, prospectus and other offering documentation relating related to such the Block Trade or Other Coordinated Offering.

Block Trades and Other Coordinated Offerings. (i) 2.4.1 Notwithstanding any other provision of this AgreementArticle II, but subject to Section 3.4, at any time and from time to time when an effective Registration Statement is on file with the Commission, if one or more a Demanding Holder(s) Holder wishes to engage in (a) an Underwritten Offering underwritten registered offering not involving a “roadshow,” — an offer commonly known as a “block trade” (each, a “Block Trade”) — or (b) a an “at the market” or similar registered offering through an Underwriter, a broker, sales agent or distribution agent, whether as Underwriter, agent or principal principal, (each, an “Other Coordinated Offering”), in each case, either (x) with a total offering price reasonably expected to exceed, in the aggregate, $10 million25 million or (y) involving the proposed sale of all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder(s) Holder requires any assistance from the Company pursuant to this Section 2.1.1(c)2.4, such Holder shall notify the Company of the Block Trade or Other Coordinated Offering at least five (5) Business Days business days prior to the day such offering is to commence and, as promptly as reasonably practicable, and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holder(s) Holders representing a majority of the Registrable Securities wishing to engage in such the 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”) (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade or Other Coordinated Offering) prior to making such request in order to facilitate preparation of the Registration Statementregistration statement, prospectus and other offering documentation relating related to such the Block Trade or Other Coordinated Offering.

Block Trades and Other Coordinated Offerings. (i) 2.3.1 Notwithstanding any other provision of this AgreementArticle II, but subject to Section 2.4 and Section 3.4, at any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, if one or more a Demanding Holder(s) Holder wishes to engage in (a) an Underwritten Offering underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (each, a “Block Trade”) or (b) a an “at the market” or similar registered offering through an Underwriter, a broker, sales agent or distribution agent, whether as Underwriter, agent or principal principal, (each, an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, in the aggregate, $10 millionUS$40 million or (y) covering all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder(s) Holder requires any assistance from the Company pursuant to this Section 2.1.1(c)2.3, such Holder shall notify the Company of the Block Trade or Other Coordinated Offering at least five (5) Business Days business days prior to the day such offering is to commence and, as promptly as reasonably practicable, the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holder(s) Holders representing a majority of the Registrable Securities wishing to engage in such the 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 Statementregistration statement, prospectus and other offering documentation relating related to such the Block Trade or Other Coordinated Offering.

Block Trades and Other Coordinated Offerings. (i) 2.4.1 Notwithstanding any other provision of this AgreementArticle II, but subject to Section 3.4, at any time and from time to time when an effective Registration Statement is on file with the Commission, if one or more a Demanding Holder(s) Holder wishes to engage in (a) an Underwritten Offering underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (each, a “Block Trade”) or (b) a an “at the market” or similar registered offering through an Underwriter, a broker, sales agent or distribution agent, whether as Underwriter, agent or principal principal, (each, an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $10 million25 million or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder(s) Holder requires any assistance from the Company pursuant to this Section 2.1.1(c)2.4, such Holder shall notify the Company of the Block Trade or Other Coordinated Offering at least five (5) Business Days business days prior to the day such offering is to commence and, as promptly as reasonably practicable, and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holder(s) Holders representing a majority of the Registrable Securities wishing to engage in such the 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”) (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade or Other Coordinated Offering) prior to making such request in order to facilitate preparation of the Registration Statementregistration statement, prospectus and other offering documentation relating related to such the Block Trade or Other Coordinated Offering.

Block Trades and Other Coordinated Offerings. (i) 2.3.1 Notwithstanding any other provision of this AgreementArticle II, but subject to Section 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement is on file with the Commission, if one or more a Demanding Holder(s) Holder wishes to engage in (a) an Underwritten Offering underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (each, a “Block Trade”) or (b) a an “at the market” or similar registered offering through an Underwriter, a broker, sales agent or distribution agent, whether as Underwriter, agent or principal principal, (each, an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, in the aggregate, $10 million25 million or (y) covering all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder(s) Holder requires any assistance from the Company pursuant to this Section 2.1.1(c)2.3, such Holder shall notify the Company of the Block Trade or Other Coordinated Offering at least five (5) Business Days business days prior to the day such offering is to commence and, as promptly as reasonably practicable, the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holder(s) Holders representing a majority of the Registrable Securities wishing to engage in such the 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 Statementregistration statement, prospectus and other offering documentation relating related to such the Block Trade or Other Coordinated Offering.