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

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4, at any time and from time to time when an effective Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, $25 million, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $50 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, at any time and from time to time following the expiration of the Lock-up Period, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $25 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in the aggregate, either (x) at least $25 millionmillion or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering. For the avoidance of doubt, nothing in this Agreement is intended to limit a Holder’s ability to engage in broker-initiated or similar trades that are not underwritten offerings.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $10 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4Section 2,4, at any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering (whether firm commitment or otherwise) not involving a “roadshow,road show” an offer or other substantial marketing efforts prior to pricing (commonly known referred to as a “block trade” (a “Block Trade”) or (b) an otherwise coordinated “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million10 million or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly Purchaser of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is expected to commence commence, and the Company Purchaser shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company Purchaser and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article 2, ARTICLE IV but subject to Sections 2.4 and 3.4ARTICLE III, at any time and from time to time when an effective Shelf Registration Statement is on file with the CommissionSEC, if a Demanding Holder Stockholder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, of at least $25.0 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Stockholder, then if such Demanding Holder requires any assistance from the Company pursuant Stockholder only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders Stockholder representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 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 a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) or (b) an “at the at-the-market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, $US$25 million, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, be at least $100.0 million in the aggregate, aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder that in any event is reasonably expected to have a total offering size of $25 50.0 million, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially their reasonable best efforts to work with the Company and any Underwriters or Underwriters, 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 Prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering. The Holders of other Registrable Securities shall not be entitled to notice of such Block Trade or Other Coordinated Offering and shall not be entitled to participate in such Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, of at least $20.0 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 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 a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshowroad show,” an offer 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”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (i) $25 million15 million or (ii) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided provided, that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4the foregoing, at any time and from time to time when an effective Registration Statement Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) Trade or (b) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, case with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million35 million or (y) all remaining Registrable Securities held by the Demanding Holder, then if notwithstanding the time periods provided for in Section 2.1.4, such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or brokers, placement agents or 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 related to the Block Trade or Other Coordinated OfferingOffering and any related due diligence and comfort procedures.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4the foregoing, at any time and from time to time when an effective Registration Statement Shelf is on file with the CommissionCommission and effective, if a Demanding Holder wishes to engage in (ai) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) Trade or (bii) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, case with a total offering price reasonably expected to exceed, in the aggregate, either (A) fifty million dollars ($25 million50,000,000) or (B) all remaining Registrable Securities held by the Demanding Holder, then if notwithstanding the time periods provided for in Section 2.1(d), such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence commence, and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or brokers, placement agents or 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $50 million in the aggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder; provided that the total offering price is reasonably expected to exceed $10 million in the aggregate, $25 million, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 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 a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 millionmillion or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.32.4, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Form F-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” (including without limitation a same day trade, overnight trade or similar transaction) off of such Form F-3 Shelf, an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering off of such Form F-3 Shelf through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $30 million in the aggregate, net of underwriting discounts and commissions or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, provided that the total offering price is reasonably expected to exceed $25 million10 million in the aggregate, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five three (53) business days Business Days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving block trade or similar transaction or other transaction with a “roadshow,” an offer commonly known as a “block trade” two (2)-day or less marketing period (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”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $50 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article Clause 2, but subject to Sections 2.4 and Clause 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “"roadshow,” " an offer 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, principal (an “"Other Coordinated Offering”"), in each case, (x) with a total offering price reasonably expected to exceed, exceed $20 million in the aggregate, $25 millionnet of underwriting discounts and commissions or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five three (53) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $50 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly New PubCo of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company New PubCo shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company New PubCo and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article Section 2, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a any Demanding Holder wishes to engage in (ai) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (bii) an “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price price, either individually or together with other Demanding Holders, reasonably expected to exceed, exceed $30 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority majority-in-interest of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 2.3 and 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the CommissionSEC and effective, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer offering 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, principal (an “Other Coordinated Offering”), in each case, case (x) with a total offering price reasonably expected to exceed, exceed $30 million in the aggregate, $25 millionaggregate and (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if notwithstanding the time periods provided for in Section 2.1(d), such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly 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 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or brokers, placement agents or 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 related to the Block Trade or Other Coordinated OfferingOffering and any related due diligence and comfort procedures, in accordance with Sections 3.1(k) and 3.1(l).

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $50.0 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, be at least $50.0 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable best efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable best efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 1.1.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $5 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2, ARTICLE 2 but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in the aggregate, either (x) at least $25 millionmillion or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly 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 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million50 million or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 Section 3.4 and 3.4Article V, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, of at least $20.0 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 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 a Demanding Requesting Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $20 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall promptly notify the Company promptly of the Block Trade or Other Coordinated Offering at least five ten (510) business days prior to the day such offering is to commence and the Company shall as soon as reasonably practicable use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Requesting Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 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 a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (i) $25 millionmillion or (ii) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in the aggregate, either (x) at least $25 millionmillion or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly 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 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4Agreement, at any time from and from time to time when an effective after the Effective Date of the Registration Statement is on file with the CommissionStatement, if a Demanding Holder one or more Holders wishes to engage in (ai) an underwritten registered offering Underwritten Offering with the assistance of the Company not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (bii) an “at the market” or similar registered offering with assistance of the Company through a broker, sales agent, distribution agent or distribution placement agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, exceed $25 million in the aggregate, $25 million, then if such Demanding Requesting Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly 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 the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided provided, that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work coordinate with the Company and any Underwriters or underwriters, brokers, sales agents, distribution 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total respect to (x) an anticipated aggregate offering price reasonably expected to exceed, of at least $100 million in the aggregate, $25 millionaggregate or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4Section 2.4, at any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering (whether firm commitment or otherwise) not involving a “roadshow,road show” an offer or other substantial marketing efforts prior to pricing (commonly known referred to as a “block trade” (a “Block Trade”) or (b) an otherwise coordinated “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million10 million or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly Purchaser of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is expected to commence commence, and the Company Purchaser shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company Purchaser and any Underwriters or Underwriters, brokers, sales agents agents, or placement agents (each, a “Financial Counterparty”) prior to making such request in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus, and other offering documentation related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 2.4, 2.5 and 3.4, at any time and from time to time when an effective Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, $25 million, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 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 a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 millionmillion or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $25 million in the aggregate, $25 millionnet of underwriting discounts and commissions or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five three (53) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4Agreement, at any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, if a Demanding Requesting Holder wishes to engage in (a) an underwritten registered offering with the assistance of the Company not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering with the assistance of the Company through a broker, sales agent, distribution agent or distribution placement agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $25 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Requesting Holder, then if such Demanding Requesting Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five three (53) business days Business Days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Requesting Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work coordinate with the Company and any Underwriters or underwriters, brokers, sales agents, distribution 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and 3.4Section 3.5, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million100 million or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.5.1. Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4Section ‎3.4, at any time and from time to time when an effective Registration Statement Form F-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” (including without limitation a same day trade, overnight trade or similar transaction) off of such Form F-3 Shelf, an offer commonly known as a “block trade” (a “Block Trade”) ), or (b) an “at the market” or similar registered offering off of such Form F-3 Shelf through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $30,000,000 in the aggregate, net of underwriting discounts and commissions or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, provided that the total offering price is reasonably expected to exceed $25 million30,000,000 in the aggregate, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days three Business Days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.6.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, at any time and from time to time following the expiration of the Lock-up Period, if applicable, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” or an offer 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, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $15 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 Prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision provisions of this Article 2II, but and subject to Sections 2.4 and 3.4Section 3.05, at any time and from time to time when an effective Registration Statement Shelf is on file with the CommissionSEC and effective, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) Trade or (b) an “at the market” or similar a registered direct offering pursuant to a Registration Statement and through a broker, sales agent or distribution agent, whether as agent or principal, (an “Other Coordinated Offering”), principal in each case, case with a total offering price reasonably expected to exceed, in the aggregate, $25 million10,000,000 (an “Other Coordinated Offering”), then if such Demanding Holder requires notwithstanding any assistance from the Company pursuant to time periods provided for in this Section 2.3Article II, such Holder shall notify provide written notice to the Company promptly of the Block Trade or Other Coordinated Offering at least five three (53) business days prior to the day such offering Block Trade or Other Coordinated Offering is to commence 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 Holders representing a majority of the Registrable Securities wishing to engage engaging in the such Block Trade or Other Coordinated Offering shall use their commercially reasonable efforts to work with the Company and any Underwriters or brokers, placement agents or sales agents (including by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade or placement agents (each, a “Financial Counterparty”Other Coordinated Offering) prior to making such request in order to facilitate preparation of the registration statementRegistration Statement, prospectus Prospectus and other offering documentation related to the Block Trade or Other Coordinated OfferingOffering and any related due diligence and comfort procedures. In the event of a Block Trade, and after consultation with the Company, the Holders shall determine the Maximum Number of Securities, the underwriter or underwriters (which shall consist of one or more reputable nationally recognized investment banks) and share price of such offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1. Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), and in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million15 million or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the its request to engage in a Block Trade or Other Coordinated Offering at least five (5) business days prior and, subject to Section 3.1.7 or the day waiver thereof by such offering is to commence and Demanding Holder, the Company shall as expeditiously as possible use its commercially reasonable best efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the such Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering Holder shall use 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 related to the Block Trade or Other Coordinated Offering. Notwithstanding anything herein to the contrary, a Block Trade or Other Coordinated Offering shall not be counted as an Underwritten Shelf Takedown effected pursuant to Section 2.1.4.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving block trade or similar transaction or other transaction with a “roadshow,” an offer commonly known as a “block trade” two (2)-day or less marketing period (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”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $100 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.6.1 Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4Section 2.6, at any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering (whether firm commitment or otherwise) not involving a “roadshow,road show” an offer or other substantial marketing efforts prior to pricing (commonly known referred to as a “block trade” (a “Block Trade”) or (b) an otherwise coordinated “at the market” or similar registered offering through a broker, sales agent or distribution agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million10,000,000 or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is expected to commence commence, 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of this Article Clause 2, but subject to Sections 2.4 and Clause 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $20 million in the aggregate, $25 millionnet of underwriting discounts and commissions or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five three (53) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.. ​ ​

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in the aggregate, either (x) at least $25 millionmillion or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $35 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering. For the avoidance of doubt, nothing in this Agreement is intended to limit a Holder’s ability to engage in broker-initiated or similar trades that are not underwritten offerings.

Block Trades; Other Coordinated Offerings. 2.3.1 2.6.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and 3.4, at any time and from time to time when an effective Registration Statement S-3 Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $20 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly 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 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 Holders representing a majority majority-in-interest of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article 2, but subject to Sections 2.4 and 3.4Agreement, at any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, if a Demanding Requesting Holder wishes to engage in (ai) an underwritten a registered offering block trade with the assistance of the Company not involving a “roadshow,” an offer commonly known as a “block trade” (a “Block Trade”) ), or (bii) an “at the market” or similar registered offering with the assistance of the Company through a broker, sales agent, distribution agent or distribution placement agent, whether as agent or principal, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $25 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Requesting Holder, then if such Demanding Requesting Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five three (53) business days Business Days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering, including the delivery of customary comfort letters, customary legal opinions and customary underwriter due diligence; provided that the Demanding Requesting Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work coordinate with the Company and any Underwriters or underwriters, brokers, sales agents, distribution 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million100 million or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $100 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 II.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $5 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.5.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and 3.4Section 3.5, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Takedown Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million25.0 million or (y) all remaining Registrable Securities held by the Takedown Holder, then if such Demanding Takedown Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence 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 Takedown Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall shall, where applicable, use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.5.1. Notwithstanding any other provision of this Article 2‎ARTICLE II, but subject to Sections 2.4 and 3.4Section ‎3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, of at least $30 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering; provided further that the Company shall not be required to effect a Block Trade or Other Coordinated Offering if any Francisco Partners Tender Offer Shares are planned to be sold at the direction of the Company within twenty-one (21) days of any such Block Trade or Other Coordinated Offering, as applicable.

Block Trades; Other Coordinated Offerings. 2.3.1 2.5.1. Notwithstanding any other provision of this Article 2ARTICLE II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, of at least $30 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering; provided further that the Company shall not be required to effect a Block Trade or Other Coordinated Offering if any Francisco Partners Tender Offer Shares are planned to be sold at the direction of the Company within twenty-one (21) days of any such Block Trade or Other Coordinated Offering, as applicable.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, either (x) with a total offering price reasonably expected to exceed, in the aggregate, $25 million100 million or (y) covering all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence commence, 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $62.5 million in the aggregate, $25 millionaggregate or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts (including cooperating with such Demanding Holder with respect to the provision of necessary information) to facilitate such Block Trade or Other Coordinated OfferingOffering (which may close as early as two (2) business days after the date it commences); provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $5 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $50 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence 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 Holders Holder representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer commonly known as a “block trade” (a ​(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”), in each case, with a total an anticipated aggregate offering price reasonably expected to exceedof, in either (x) at least $50 million or (y) all remaining Registrable Securities held by the aggregate, $25 millionDemanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence 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 Holders Holder representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 (a) Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and 3.4Section 3.04, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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, principal (an “Other Coordinated Offering”), in each case, (x) with a total offering price reasonably expected to exceed, exceed $25 million in the aggregate, net of underwriting discounts and commissions or (y) with respect to all remaining Registrable Securities held by the Demanding Holder, provided that the total offering price is reasonably expected to exceed $25 million15 million in the aggregate, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) three business days prior to the day such offering is to commence and the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering; provided that the Demanding Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and 3.4Section 3.5, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million100 million or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall shall, where applicable, use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.

Block Trades; Other Coordinated Offerings. 2.3.1 2.4.1 Notwithstanding any other provision of this Article 2II, but subject to Sections 2.4 and Section 3.4, at any time and from time to time when an effective Registration Statement Shelf is on file with the Commission, if a Demanding Holder wishes to engage in (a) an underwritten registered offering not involving a “roadshow,” an offer 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”), in each case, with a total offering price reasonably expected to exceed, in the aggregate, either (x) $25 million100 million or (y) all remaining Registrable Securities held by the Demanding Holder, then if such Demanding Holder requires any assistance from the Company pursuant only needs to this Section 2.3, such Holder shall notify the Company promptly of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence 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 Holders representing a majority of the Registrable Securities wishing to engage in the Block Trade or Other Coordinated Offering shall use commercially reasonable efforts to work with the Company and any Underwriters or Underwriters, 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 related to the Block Trade or Other Coordinated Offering.