Common use of Draw Downs Clause in Contracts

Draw Downs. If any Holder effects, pursuant to a Shelf Registration, a public offering of all or a part of its Registrable Securities a shelf "draw-down") and wishes the Company to perform, in connection with such shelf "draw-down," any procedures specified in Section 6(a) hereof in addition to those the Company is otherwise obligated to perform with respect to such Shelf Registration pursuant to Sections 2(a) and 6(a) hereof, such Holder shall deliver to the Company, at least five Business Days before such "draw-down" is to be made, a written notice describing in reasonable detail its proposed offering and requesting the performance of such additional procedures pursuant to this Section 2(d) and such Section 6(a). The Company shall be required to perform such additional procedures in advance of a particular shelf "draw-down" only if such Holder shall have requested such performance as provided above. In addition, the Company shall be required to perform such additional procedures (other than those required under the securities laws) in connection with a particular shelf "draw-down" only if one or more Holders shall have notified the Company pursuant to this Section 2(d) of their intention to offer to the public Registrable Securities with an aggregate market value (on the date the written notice referred to above is delivered) of at least $2 million pursuant to such "draw-down." During the first three years of the Shelf Period a shelf "draw-down" that is an underwritten offering shall constitute a Demand Registration for purposes of the first sentence of Section 3(b).

Draw Downs. If any Holder holder of Registrable Securities effects, pursuant to a the Shelf Registration, a an underwritten public offering of all or a part of its Registrable Securities (a shelf "draw-down") and wishes the Company to perform, in connection with such shelf "draw-down," any procedures specified in Section 6(a) hereof in addition to those the Company is otherwise obligated to perform with respect to such Shelf Registration pursuant to Sections 2(a) and 6(a) 4.3 hereof, such Holder holder shall deliver to the Company, at least five Business Days ten (10) business days before such "draw-down" is to be made, a written notice describing in reasonable detail its proposed offering and requesting the performance of such additional procedures pursuant to this Section 2(d) 4.1 and such Section 6(a)4.3. The Company shall be required to perform such additional procedures in advance of a particular shelf "draw-down" only if such Holder holder shall have requested such performance as provided above. In addition, the Company shall be required to perform such additional procedures (other than those required under the securities laws) in connection with a particular shelf "draw-down" only if one or more Holders holders shall have notified the Company pursuant to this Section 2(d4.1(b) of their intention to offer to the public Registrable Securities with an aggregate market value (on the date the written notice referred to above is delivered) of at least $2 million 10,000,000 pursuant to such "draw-down." During The Company shall have the first three years right to sell shares of the Shelf Period a Common Stock in an underwritten registered offering conducted simultaneously with any such shelf "draw-down" on a primary basis; provided that is an in the event the managing underwriter of such underwritten offering shall constitute have advised the Company and the Holders that, in its judgment, the distribution of all or a Demand Registration for purposes specified portion of the first sentence shares requested to be so included concurrently with the securities being distributed by such underwriters will adversely affect the distribution of Section 3(b)such securities by such underwriters, then the Holders may require, by written notice to the Company, that the distribution of all or a specified portion of such shares proposed to be sold by the Company be excluded from such distribution. The Company shall not be obligated to effect more than two (2) such shelf "draw-downs." In addition, the Company shall not be obligated to effect any shelf "draw-down" within (i) 60 days after the effective date of a previous offering of Common Stock registered under the Securities Act or (ii) 270 days after the completion of a previously requested shelf "draw-down." The Company may postpone for up to 75 days the filing or the effectiveness of any such requested shelf "draw-down" if the Company's Board of Directors determines in its reasonable good faith judgment that such shelf "draw-down" would reasonably be expected to have a material adverse effect on any proposal or plan by the Company or any of its subsidiaries to engage in any acquisition (other than in the ordinary course of business) or any merger, consolidation, tender offer, reorganization or similar transaction.