Common use of Demand for Underwritten Takedown Clause in Contracts

Demand for Underwritten Takedown. Subject to the Lock-Up Agreements and to the provisions of this Section 2.4 and Sections 2.5 and 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, either (x) the Holders of at least 20% of the then-outstanding number of Registrable Securities, (y) the Sponsor (acting on behalf of the Sponsor Parties), who shall not be permitted to demand more than three (3) Underwritten Takedowns pursuant to this Section 2.4(y), or (z) a Significant Holder, each of which individually shall be permitted to demand only one (1) Underwritten Takedown pursuant to this Section 2.4(z) (in each case, the “Demanding Holders”) may request to sell all or a portion of their Registrable Securities in an Underwritten Takedown in accordance with this Section 2.4; provided that, PubCo shall only be obligated to effect an Underwritten Takedown if such Underwritten Offering shall include Registrable Securities proposed to be sold by the Demanding Holder with a total offering price reasonably expected to exceed, in the aggregate, either (x) US$5,000,000 or (y) where the Demanding Holder is a Significant Holder or the Sponsor (acting on behalf of the Sponsor Parties), all remaining Registrable Securities held by such Demanding Holder (the “Takedown Threshold”).

Demand for Underwritten Takedown. Subject to the Lock-Up Agreements and to the provisions of this Section 2.4 and 2.4, Sections 2.5 and 3.4Article III, at any time and from time to time when an effective Shelf is on file with the Commission, either (xy) the Holders of owning at least 2050% of the then-outstanding number of Registrable Securities, Securities or (yz) the Sponsor (acting on behalf of the Sponsor Parties), who shall not be permitted to demand more than three (3) Underwritten Takedowns pursuant to this Section 2.4(y), or (z) a Significant Holder, each of which individually shall be permitted to demand only one (1) Underwritten Takedown pursuant to this Section 2.4(z) (in each case, the “Demanding Holders”) may request to sell all or a portion of their Registrable Securities in an Underwritten Takedown in accordance with this Section 2.42.4 (the “Demand Registration”); provided that, PubCo Acquiror shall only be obligated to effect an Underwritten Takedown if such Underwritten Offering shall include Registrable Securities proposed to be sold by the Demanding Holder with a total offering price reasonably expected to exceed, in the aggregate, either (x) US$5,000,000 US$ 15,000,000 or (y) where the Demanding Holder is a Significant Holder or the Sponsor (acting on behalf of the Sponsor Parties), all remaining Registrable Securities held by such Demanding Holder (the “Takedown Threshold”).

Demand for Underwritten Takedown. Subject to the Lock-Up Agreements and to the provisions of this Section 2.4 and Sections 2.5 and 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, either (x) the Holders of at least 20% of the then-outstanding number of Registrable Securities, (y) the Sponsor (acting on behalf of the Sponsor Parties)Sponsor, who shall not be permitted to demand more than three two (32) Underwritten Takedowns pursuant to this Section 2.4(y), or (z) a Significant Holder, each of which individually who shall be permitted to demand only one no more than two (12) Underwritten Takedown Takedowns pursuant to this Section 2.4(z) (in each case, the “Demanding Holders”) may request to sell all or a portion of their Registrable Securities in an Underwritten Takedown in accordance with this Section 2.4; provided that, that PubCo shall only be obligated to effect an Underwritten Takedown if such Underwritten Offering shall include Registrable Securities proposed to be sold by the Demanding Holder with a total offering price reasonably expected to exceed, in the aggregate, either (x) US$5,000,000 or (y) where the Demanding Holder is a Significant Holder or the Sponsor (acting on behalf of the Sponsor Parties), all remaining Registrable Securities held by such Demanding Holder 25,000,000 (the “Takedown Threshold”).

Demand for Underwritten Takedown. Subject to the Lock-Up Agreements and to the provisions of this Section 2.4 and Sections 2.5 and 3.4, at any time and from time to time when an effective Shelf is on file with the Commission, either (x) the Holders of at least 20% of the then-outstanding number of Registrable Securities, (y) the Sponsor (acting on behalf of the Sponsor Parties), who shall not be permitted to demand more than three (3) Underwritten Takedowns pursuant to this Section 2.4(y), or (z) a Significant Holder, each of which individually shall be permitted to demand only one (1) Underwritten Takedown pursuant to this Section 2.4(z) (in each case, the “Demanding Holders”) may request to sell all or a portion of their Registrable Securities in an Underwritten Takedown in accordance with this Section 2.4; provided that, PubCo shall only be obligated to effect an Underwritten Takedown if such Underwritten Offering shall include Registrable Securities proposed to be sold by the Demanding Holder with a total offering price reasonably expected to exceed, in the aggregate, either (x) US$5,000,000 US$ 15,000,000 or (y) where the Demanding Holder is a Significant Holder or the Sponsor (acting on behalf of the Sponsor Parties), all remaining Registrable Securities held by such Demanding Holder (the “Takedown Threshold”).