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

Block Trades; Other Coordinated Offerings. 2.3.1 Notwithstanding any other provision of ARTICLE II, but subject to 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 Demanding Holder or Holders wishes to engage in Block Trade or Other Coordinated Offering, in each case with a total offering price reasonably expected to exceed in the aggregate the Shelf Threshold, such Demanding Holder(s) shall provide written notice to the Company at least five (5) Business Days prior to the date such Block Trade or Other Coordinated Offering will commence. The Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering, provided that the Demanding Holder(s) use reasonable best efforts to work with the Company and the Underwriter(s) (including 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.

Block Trades; Other Coordinated Offerings. 2.3.1 2.5.1 Notwithstanding any other provision of ARTICLE this Article II, but subject to Section 3.4, at any time Sections 2.4 and from time to time when an effective Shelf Registration Statement is on file with the Commission3.5, if the Holders desire to effect (a) a Demanding Holder or Holders wishes to engage in Block Trade or (b) an Other Coordinated Offering, and, in each case with a total case, the Registrable Securities subject to such request have an anticipated aggregate offering price reasonably expected to exceed in price, net of Selling Expenses, of at least $15,000,000 , the aggregate the Shelf Threshold, such Demanding Holder(s) Holders shall provide written notice to the Company at least five (5) Business Days business days prior to the date such Block Trade or Other Coordinated Offering will commence. The As promptly as reasonably practicable, the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering, provided that the Demanding Holder(s) . The Holders shall use commercially reasonable best efforts to work with the Company and the Underwriter(s) (including 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.

Block Trades; Other Coordinated Offerings. 2.3.1 2.5.1 Notwithstanding any other provision of ARTICLE this Article II, but subject to Section 3.4, at any time Sections 2.4 and from time to time when an effective Shelf Registration Statement is on file with the Commission3.5, if the Holders desire to effect (a) a Demanding Holder or Holders wishes to engage in Block Trade or (b) an Other Coordinated Offering, and, in each case with a total case, the Registrable Securities subject to such request have an anticipated aggregate offering price reasonably expected to exceed in price, net of Selling Expenses, of at least $15,000,000, the aggregate the Shelf Threshold, such Demanding Holder(s) Holders shall provide written notice to the Company at least five (5) Business Days business days prior to the date such Block Trade or Other Coordinated Offering will commence. The As promptly as reasonably practicable, the Company shall use its commercially reasonable efforts to facilitate such Block Trade or Other Coordinated Offering, provided that the Demanding Holder(s) . The Holders shall use commercially reasonable best efforts to work with the Company and the Underwriter(s) (including 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.