Common use of Initiation of Shelf Take-Downs Clause in Contracts

Initiation of Shelf Take-Downs. If a Shelf Registration Statement has been filed and is effective, then each Stockholder (but no other Stockholders) may from time to time initiate a Shelf Take-Down by delivering a notice to the Corporation (a “Take-Down Notice”) stating that it intends to effect a Shelf Take-Down that is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 and that such Shelf Take-Down shall be subject to compliance with the requirements of this Section 3(d) (if and to the extent applicable to such Shelf Take-Down). The Take-Down Notice shall indicate whether such Shelf Take-Down will be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down”) and, with respect to any Underwritten Shelf Take-Down, whether such Underwritten Shelf Take-Down will involve a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”); provided, that any such Underwritten Shelf Take-Down shall be deemed to be, for purposes of Section 4, a Demand Registration and subject to the limitations contained in Section 4(a); provided, further, that the Corporation shall not be obligated to initiate an Underwritten Shelf Take-Down relating to any Take-Down Notice delivered pursuant to this Section 3(d) if the “launch” of such Underwritten Shelf Take-Down would occur within a period of sixty (60) days after the pricing of any other Underwritten Shelf Take-Down relating to a request under this Section 3(d) or within a period of sixty (60) days after the effective date of any Registration Statement relating to any registration request under Section 4(a).

Initiation of Shelf Take-Downs. If a Shelf Registration Statement has been filed and is effective, then each Stockholder (but no other Stockholders) of the Principal Shelf Holders may from time to time initiate a Shelf Take-Down by delivering a notice to the Corporation (a “Take-Down Notice”) stating that it intends to effect a Shelf Take-Down that is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 and that such Shelf Take-Down shall be subject to compliance with the requirements of this Section 3(d) (if and to the extent applicable to such Shelf Take-Down). The Take-Down Notice shall indicate whether such Shelf Take-Down will be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down”) and, with respect to any Underwritten Shelf Take-Down, whether such Underwritten Shelf Take-Down will involve a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the underwriters over a period of at least two days (a “Marketed Underwritten Shelf Take-Down”); provided, that any such Underwritten Shelf Take-Down shall be deemed to be, for purposes of Section 4, a Demand Registration and subject to the limitations contained in Section 4(a); provided, further, that the Corporation shall not be obligated to initiate an Underwritten Shelf Take-Down relating to any Take-Down Notice delivered pursuant to this Section 3(d) if the “launch” of such Underwritten Shelf Take-Down would occur within a period of sixty (60) days after the pricing of any other Underwritten Shelf Take-Down relating to a request under this Section 3(d) or within a period of sixty (60) days after the effective date of any Registration Statement relating to any registration request under Section 4(a)4.

Initiation of Shelf Take-Downs. If a Shelf Registration Statement has been filed and is effective, then each Sponsor Stockholder (but no other Stockholders) may from time to time initiate a Shelf Take-Down by delivering a notice to the Corporation (a “Take-Down Notice”) stating that it intends to effect a Shelf Take-Down that is reasonably expected to result in aggregate gross cash proceeds in excess of $50,000,000 20,000,000 (or if less, the aggregate fair market value of the remaining Registrable Securities held by such Sponsor Stockholder and its Affiliates) and that such Shelf Take-Down shall be subject to compliance with the requirements of this Section 3(d) (if and to the extent applicable to such Shelf Take-Down). The Take-Down Notice shall indicate whether such Shelf Take-Down will be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down”) and, with respect to any Underwritten Shelf Take-Down, whether such Underwritten Shelf Take-Down will involve a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the underwriters over a period of at least two days (a “Marketed Underwritten Shelf Take-Down”); provided, that any such Underwritten Shelf Take-Down shall be deemed to be, for purposes of Section 4, a Demand Registration and subject to the limitations contained in Section 4(a); provided) (but for the avoidance of doubt, further, that the Corporation shall not be obligated subject to initiate an Underwritten Shelf Take-Down relating to any Take-Down Notice delivered pursuant to this the limitations contained in Section 3(d) if the “launch” of such Underwritten Shelf Take-Down would occur within a period of sixty (60) days after the pricing of any other Underwritten Shelf Take-Down relating to a request under this Section 3(d) or within a period of sixty (60) days after the effective date of any Registration Statement relating to any registration request under Section 4(a4(e)).