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

Block Trades; Other Coordinated Offerings. (a) Notwithstanding any other provision of this Article II, but subject to subsection 2.2.3 and Section 3.4, at any time and from time to time when an effective shelf registration statement is on file with the Commission, if a 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”) consisting of Registrable Securities (x) with a total offering price reasonably expected to exceed $25,000,000 or (y) representing all remaining Registrable Securities held by the Holders or (b) an “at the market” or similar non-marketed, non-underwritten registered offering through a broker, sales agent or distribution agent, whether as agent or principal, which shall not require the delivery of any comfort letters, execution of an underwriting agreement or the conducting of any underwriter due diligence (an “Other Coordinated Offering”), then, provided that such Holder notifies the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering is to commence, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering, including, (a) in the event of a Block Trade, the delivery of customary comfort letters, customary legal opinions and customary underwriter due diligence, subject to receipt by the Company, its auditors and legal counsel of representation and documentation by such persons to permit the delivery of such comfort letter and legal opinions and (b) in the event of an Other Coordinated Offering, the provision of any customary “legend removal” legal opinions in accordance with Section 5.3.

Block Trades; Other Coordinated Offerings. (a) Notwithstanding any other provision of this Article II, but subject to subsection 2.2.3 and Section 3.4, at any time and from time to time when an effective shelf registration statement is on file with the Commission, if a 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”) consisting of Registrable Securities (x) with a total offering price reasonably expected to exceed $25,000,000 or (y) representing all remaining Registrable Securities held by the Holders or such Holder(s), (b) an “at the market” or similar non-marketed, non-underwritten registered offering through a broker, sales agent or distribution agent, whether as agent or principal, which shall not require the delivery of any comfort letters, execution of an underwriting agreement or the conducting of any underwriter due diligence (an “Other Coordinated Offering”), or (c) an unregistered “block” or similar transaction, including, without limitation, pursuant to Rule 144, effected through a broker, sales agent or distribution agent, whether as agent or principal (an “Other Coordinated Unregistered Offering”), then, provided that such Holder notifies the Company (i) in the case of the a Block Trade or Other Coordinated Offering Offering, at least five (5) business days prior to the day such offering is to commence or (ii) in the case of an Other Coordinated Unregistered Offering, at least three (3) business days prior to the day such offering is to commence, the Company shall as expeditiously as possible use its commercially reasonable efforts to facilitate such Block Trade Trade, Other Coordinated Offering or Other Coordinated Unregistered Offering, including, (a) in the event of a Block Trade, the delivery of customary comfort letters, customary legal opinions and customary underwriter due diligence, subject to receipt by the Company, its auditors and legal counsel of representation and documentation by such persons to permit the delivery of such comfort letter and legal opinions and (b) in the event of an Other Coordinated Offering or Other Coordinated Unregistered Offering, the provision of any customary “legend removal” legal opinions in accordance with Section 5.3.

Block Trades; Other Coordinated Offerings. (a) Notwithstanding any other provision provisions of this Article II, but and subject to subsection 2.2.3 and Section 3.43.05, at any time and from time to time when an effective shelf registration statement Shelf is on file with the CommissionSEC and effective, if a 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”) consisting of Registrable Securities (x) with a total offering price reasonably expected to exceed $25,000,000 or (y) representing all remaining Registrable Securities held by the Holders Trade or (b) an “at the market” or similar non-marketed, non-underwritten registered offering through a broker, sales agent or distribution agent, whether as agent or principalprincipal in each case with a total offering price reasonably expected to exceed, which shall not require in the delivery of any comfort lettersaggregate, execution of an underwriting agreement either (x) $50,000,000 or the conducting of any underwriter due diligence (y) all remaining Registrable Securities held by such Holder (an “Other Coordinated Offering”), thenthen notwithstanding any time periods provided for in this Article II, provided that such Holder notifies shall provide written notice to the Company of the Block Trade or Other Coordinated Offering at least five (5) business days prior to the day such offering Block Trade or Other Coordinated 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, including, ; provided that the Holders engaging in such Block Trade or Other Coordinated Offering shall use their commercially reasonable efforts to work with the Company and any Underwriters or placement agents or sales agents (aincluding by disclosing the maximum number of Registrable Securities proposed to be the subject of such Block Trade or Other Coordinated Offering) in order to facilitate preparation of the Registration Statement, Prospectus and other offering documentation related to the Block Trade or Other Coordinated Offering and any related due diligence and comfort procedures. In the event of a Block Trade, the delivery of customary comfort letters, customary legal opinions and customary underwriter due diligence, subject to receipt by after consultation with the Company, its auditors the Demanding Holders and legal counsel the Requesting Holders (if any) shall determine the Maximum Number of representation Securities, the underwriter or underwriters (which shall consist of one or more reputable nationally recognized investment banks) and documentation by such persons to permit the delivery share price of such comfort letter and legal opinions and (b) in the event of an Other Coordinated Offering, the provision of any customary “legend removal” legal opinions in accordance with Section 5.3offering.