Common use of Marketed Underwritten Shelf Take-Downs Clause in Contracts

Marketed Underwritten Shelf Take-Downs. The Shelf Take-Down Initiating Holder submitting an Underwritten Shelf Take-Down Notice shall indicate in such notice that it delivers to PubCo pursuant to Section 3.1(d)(ii) whether it intends for such Underwritten Shelf Take-Down to be Marketed (a “Marketed Underwritten Shelf Take-Down”). Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, PubCo shall promptly (but in any event no later than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other Shelf Holders under such Shelf Registration Statement and any such Shelf Holders requesting inclusion in such Marketed Underwritten Shelf Take-Down must respond in writing within five (5) days after the receipt of such notice. Each such Shelf Holder that timely delivers any such request shall be permitted to sell in such Marketed Underwritten Shelf Take-Down subject to the terms and conditions of Section 3.1(d)(ii).

Marketed Underwritten Shelf Take-Downs. The Shelf Take-Down Initiating Holder submitting an (i) If the plan of distribution set forth in any Underwritten Shelf Take-Down Notice shall indicate includes a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and one or more underwriters, in such notice that it delivers each case, over a period expected to PubCo pursuant to Section 3.1(d)(ii) whether it intends for such Underwritten Shelf Take-Down to be Marketed exceed 48 hours (a “Marketed Underwritten Shelf Take-Down”). Upon receipt , promptly upon delivery of an such Underwritten Shelf Take-Down Notice indicating that such (but in no event more than two (2) Business Days thereafter), the Company shall promptly deliver a written notice (a “Marketed Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, PubCo shall promptly (but in any event no later than ten (10Notice”) days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other Shelf Holders of Registrable Securities under such Shelf Registration Statement (other than the Initiating Shelf Take-Down Holders that initiated the applicable Marketed Underwritten Shelf Take-Down), and, in each case subject to Section 2.3(c)(ii) and any such Shelf Holders requesting inclusion Section 2.10(c), the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders and Third Party Shelf Holders that are registered on such Shelf Registration Statement for which the Company has received written requests, which requests must respond in writing specify the aggregate amount of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein within five two (52) days Business Days after the receipt of such notice. Each such Shelf Holder date that timely delivers any such request shall be permitted to sell in such Marketed Underwritten Shelf Take-Down subject Notice has been delivered. Notwithstanding the delivery of any Marketed Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Marketed Underwritten Shelf Take-Down and as to the timing, manner, price and other terms and conditions of Section 3.1(d)(ii)any Marketed Underwritten Shelf Take-Down shall be at the sole discretion of the Initiating Shelf Take-Down Holders that initiated the applicable Marketed Underwritten Shelf Take-Down.

Marketed Underwritten Shelf Take-Downs. The Shelf Take-Down Initiating Holder submitting an (i) If the plan of distribution set forth in any Underwritten Shelf Take-Down Notice shall indicate in such notice that it delivers to PubCo pursuant to Section 3.1(d)(iiincludes a customary “road show” (including an “electronic road show”) whether it intends for such Underwritten Shelf Take-Down to be Marketed or other marketing efforts by the Company and one or more underwriters (a “Marketed Underwritten Shelf Take-Down”). Upon receipt , promptly upon delivery of an such Underwritten Shelf Take-Down Notice indicating that such (but in no event more than one Business Day thereafter), the Company shall promptly deliver a written notice (a “Marketed Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, PubCo shall promptly (but in any event no later than ten (10Notice”) days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other Shelf Holders of Registrable Securities under such Shelf Registration Statement and any such (other than the Initiating Shelf Take-Down Holders requesting inclusion that initiated the applicable Marketed Underwritten Shelf Take-Down), and, in each case subject to Section 2.2(c)(ii), the Company shall include in such Marketed Underwritten Shelf Take-Down all such Registrable Securities of such Shelf Holders that are registered on such Shelf Registration Statement for which the Company has received written requests, which requests must respond in writing specify the aggregate amount of such Registrable Securities of such Holder to be offered and sold pursuant to such Marketed Underwritten Shelf Take-Down, for inclusion therein within five three (53) days Business Days after the receipt of such notice. Each such Shelf Holder date that timely delivers any such request shall be permitted to sell in such Marketed Underwritten Shelf Take-Down subject Notice has been delivered. Notwithstanding the delivery of any Marketed Underwritten Shelf Take-Down Notice, all determinations as to whether to complete any Marketed Underwritten Shelf Take-Down and as to the timing, manner, price and other terms and conditions of Section 3.1(d)(ii)any Marketed Underwritten Shelf Take-Down shall be at the sole discretion of the Initiating Shelf Take-Down Holders that initiated the applicable Marketed Underwritten Shelf Take-Down.

Marketed Underwritten Shelf Take-Downs. The Shelf Take-Down Initiating Holder submitting an shall indicate in any Underwritten Shelf Take-Down Notice shall indicate in such notice that it delivers they deliver to PubCo the Company pursuant to Section 3.1(d)(ii3.1(d)(iii) whether it intends for such Underwritten Shelf Take-Down to be Marketed involve a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the underwriters over a period of at least 48 hours (a “Marketed Underwritten Shelf Take-Down”). Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, PubCo the Company shall promptly (but in any event no later than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other Shelf Holders of Registrable Securities under such Shelf Registration Statement and any such Shelf Holders requesting inclusion in such Marketed Underwritten Shelf Take-Down must respond in writing within five (5) days after the receipt of such notice. Each such Shelf Holder that timely delivers any such request shall be permitted to sell in such Marketed Underwritten Shelf Take-Down subject to the terms and conditions of Section 3.1(d)(ii).

Marketed Underwritten Shelf Take-Downs. The Shelf Take-Down Initiating Holder submitting Sponsor may elect to undertake an Underwritten Shelf Take-Down Notice shall indicate that involves a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the underwriters, in such notice that it delivers to PubCo pursuant to Section 3.1(d)(iieach case, either (x) whether it intends for such Underwritten over a period of at least 48 hours or (y) involving travel by management outside the metropolitan areas in which LPL’s headquarters is located, in which case the Shelf Take-Down to will be Marketed treated as a marketed Shelf Take-Down (a “Marketed Underwritten Shelf Take-Down”). Upon receipt of an Any Marketed Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will shall be deemed for purposes of Section 4.3(a) to be a Demand Registration and the Initiating Sponsor’s right to request a Demand Registration pursuant to Section 4.3(a) shall be reduced by one (1). The Initiating Sponsor shall indicate its request for a Marketed Underwritten Shelf Take-Down, PubCo shall promptly (but Down in any event a written request delivered to LPL no later than ten (10) days Business Days prior to the expected date of such Marketed Underwritten Shelf Take-Down, which request shall include (A) give the total number of Registrable Securities expected to be offered and sold, (B) the action or actions required by LPL, including the timing thereof, relating to such written notice request and (C) the action or actions required by any Non-Initiating Stockholder that elects to participate in the Shelf Take-Down. Upon receipt of such the Underwritten Shelf Take-Down Notice for a Marketed Underwritten Shelf Take-Down Down, LPL shall file and effect an amendment or supplement to all other Shelf Holders under such its Shelf Registration Statement (and any related Prospectus) for such Shelf Holders requesting inclusion in such Marketed Underwritten Shelf Take-Down must respond in writing within five (5) days after the receipt of such notice. Each such Shelf Holder that timely delivers any such request shall be permitted to sell in such Marketed Underwritten Shelf Take-Down takedown as soon as practicable, subject to the terms and conditions of Section 3.1(d)(ii4.1(c).

Marketed Underwritten Shelf Take-Downs. The Shelf Take-Down Initiating Holder submitting an Underwritten Shelf Take-Down Notice shall indicate in such notice that it delivers to PubCo the Company pursuant to Section 3.1(d)(ii5.2(d)(i) whether it intends for such Underwritten Shelf Take-Down to be Marketed (a “Marketed Underwritten Shelf Take-Down”); provided, that any such Marketed Underwritten Shelf Take-Down shall be deemed to be, for purposes of Section 5.3(a), a Demand Registration and must comply with the minimum size requirements set forth therein. Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, PubCo the Company shall promptly (but in any event no later than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other Shelf Holders of Registrable Securities under such Shelf Registration Statement and any such Shelf Holders requesting inclusion in such Marketed Underwritten Shelf Take-Down must respond in writing within five (5) days after the receipt of such notice. Each such Shelf Holder that timely delivers any such request shall be permitted to sell in such Marketed Underwritten Shelf Take-Down subject to the terms and conditions of this Section 3.1(d)(ii5.2(d).

Marketed Underwritten Shelf Take-Downs. The Shelf Take-Down Initiating Holder submitting Sponsor may elect to undertake an Underwritten Shelf Take-Down Notice shall indicate that involves a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the underwriters over a period of at least forty-eight (48) hours, in such notice that it delivers to PubCo pursuant to Section 3.1(d)(ii) whether it intends for such Underwritten which case the Shelf Take-Down to will be Marketed treated as a marketed Shelf Take-Down (a “Marketed Underwritten Shelf Take-Down”). Upon receipt of an Any Marketed Underwritten Shelf Take-Down Notice indicating that such Underwritten shall be deemed for purpose of Section 4.3(a) to be a Demand Registration and the Sponsor’s right to request a Demand Registration pursuant to Section 4.3(a) shall be reduced by one (1). The Shelf Take-Down will be Initiating Sponsor shall indicate its request for a Marketed Underwritten Shelf Take-Down, PubCo shall promptly (but Down in any event a written request delivered to the Company no later than ten (10) days Business Days prior to the expected date of such Marketed Underwritten Shelf Take-Down, which request shall include (A) give the total number of Registrable Securities expected to be offered and sold; (B) the action or actions required by the Company, including the timing thereof, relating to such written notice request; and (C) the action or actions required by any Non-Initiating Sponsor that elects to participate in the Shelf Take-Down. Upon receipt of such the Underwritten Shelf Take-Down Notice for a Marketed Underwritten Shelf Take-Down Down, the Company shall file and effect an amendment or supplement to all other Shelf Holders under such its Shelf Registration Statement (and any related Prospectus) for such Shelf Holders requesting inclusion in such Marketed Underwritten Shelf Take-Down must respond in writing within five (5) days after the receipt of such notice. Each such Shelf Holder that timely delivers any such request shall be permitted to sell in such Marketed Underwritten Shelf Take-Down takedown as soon as practicable, subject to the terms and conditions of Section 3.1(d)(ii4.1(c).

Marketed Underwritten Shelf Take-Downs. The Shelf Take-Down Initiating Holder submitting an Underwritten Shelf Take-Down Notice shall indicate in such notice that it delivers to PubCo pursuant to Section ‎Section 3.1(d)(ii) whether it intends for such Underwritten Shelf Take-Down to be Marketed (a “Marketed Underwritten Shelf Take-Down”). Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, PubCo shall promptly (but in any event no later than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other Shelf Eligible Take-Down Holders of Registrable Securities under such Shelf Registration Statement and any such Shelf Eligible Take-Down Holders requesting inclusion in such Marketed Underwritten Shelf Take-Down must respond in writing within five (5) days after the receipt of such notice. Each such Shelf Eligible Take-Down Holder that timely delivers any such request shall be permitted to sell in such Marketed Underwritten Shelf Take-Down subject to the terms and conditions of Section ‎Section 3.1(d)(ii).

Marketed Underwritten Shelf Take-Downs. The Shelf Take-Down H&F Initiating Holder submitting Holders shall indicate in an Underwritten Shelf Take-Down Notice shall indicate in such notice that it delivers they deliver to PubCo the Company pursuant to Section 3.1(d)(ii5.2(d)(iii) whether it intends they intend for such Underwritten Shelf Take-Down to be Marketed involve a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the underwriters over a period of at least 48 hours (a “Marketed Underwritten Shelf Take-Down”). Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, PubCo the Company shall promptly (but in any event no later than ten fifteen (1015) days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other Shelf Holders of Registrable Securities under such Shelf Registration Statement and any such Shelf Holders requesting inclusion in such Marketed Underwritten Shelf Take-Down must respond in writing within five ten (510) days after the receipt of such notice. Each such Shelf Holder that timely delivers any such request shall be permitted to sell in such Marketed Underwritten Shelf Take-Down subject to the terms and conditions of Section 3.1(d)(ii5.2(d)(iii).

Marketed Underwritten Shelf Take-Downs. The Shelf Take-Down H&F Initiating Holder submitting Holders or the TCEP Initiating Holders, as the case may be, shall indicate in an Underwritten Shelf Take-Down Notice shall indicate in such notice that it delivers they deliver to PubCo the Company pursuant to Section 3.1(d)(ii5.2(e)(iii) whether it intends they intend for such Underwritten Shelf Take-Down to be Marketed involve a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the underwriters over a period of at least 48 hours (a “Marketed Underwritten Shelf Take-Down”). Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, PubCo the Company shall promptly (but in any event no later than ten fifteen (1015) days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other Shelf Holders of Registrable Securities under such Shelf Registration Statement and any such Shelf Holders requesting inclusion in such Marketed Underwritten Shelf Take-Down must respond in writing within five ten (510) days after the receipt of such notice. Each such Shelf Holder that timely delivers any such request shall be permitted to sell in such Marketed Underwritten Shelf Take-Down subject to the terms and conditions of Section 3.1(d)(ii5.2(e)(iii).

Marketed Underwritten Shelf Take-Downs. The (i) If the SLP Holders so elect in a written demand delivered to the Company, a Restricted Shelf Take-Down Initiating Holder submitting an Underwritten or Unrestricted Shelf Take-Down Notice shall indicate by such SLP Holders may be in such notice that it delivers to PubCo pursuant to Section 3.1(d)(iithe form of an underwritten offering involving a customary “road show” (including an “electronic road show”) whether it intends for such Underwritten Shelf Take-Down to be Marketed or other substantial marketing effort by the underwriters over a period of at least 48 hours (a “Marketed Underwritten Shelf Take-Down”). Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a written demand with respect to a Marketed Underwritten Shelf Take-Down, PubCo the Company shall promptly (but in any event no later than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other Shelf Holders of Registrable Securities under such Shelf Registration Statement and any such Shelf Holders requesting inclusion in such Marketed Underwritten Shelf Take-Down must respond in writing within five (5) days after the receipt of such notice. Each such Shelf Holder that timely delivers any such request The SLP Holders shall be permitted have the right to sell in select the underwriter or underwriters to administer such Marketed Underwritten Shelf Take-Down subject Down; provided that such underwriter or underwriters shall be reasonably acceptable to the terms and conditions of Section 3.1(d)(ii)Company.

Marketed Underwritten Shelf Take-Downs. The Shelf Take-Down Initiating Holder submitting an Underwritten Shelf Take-Down Notice shall indicate in such notice that it delivers to PubCo pursuant to Section 3.1(d)(ii) whether it intends for such Underwritten Shelf Take-Down to be Marketed (a “Marketed Underwritten Shelf Take-Down”). Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, PubCo shall promptly (but in any event no later than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other Shelf Eligible Take-Down Holders of Registrable Securities under such Shelf Registration Statement and any such Shelf Eligible Take-Down Holders requesting inclusion in such Marketed Underwritten Shelf Take-Down must respond in writing within five (5) days after the receipt of such noticenotice is given. Each such Shelf Eligible Take-Down Holder that timely delivers any such request shall be permitted to sell in such Marketed Underwritten Shelf Take-Down subject to the terms and conditions of Section 3.1(d)(ii).

Marketed Underwritten Shelf Take-Downs. The Shelf Take-Down Initiating Holder submitting an Underwritten Shelf Take-Down Notice shall indicate in such notice that it delivers to PubCo pursuant to Section 3.1(d)(ii2.1(d)(ii) whether it intends for such Underwritten Shelf Take-Down to be Marketed (a “Marketed Underwritten Shelf Take-Down”). Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, PubCo shall promptly (but in any event no later than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other Shelf Eligible Take-Down Holders of Registrable Securities under such Shelf Registration Statement and any such Shelf Eligible Take-Down Holders requesting inclusion in such Marketed Underwritten Shelf Take-Down must respond in writing within five (5) days after the receipt of such notice. Each such Shelf Eligible Take-Down Holder that timely delivers any such request shall be permitted to sell in such Marketed Underwritten Shelf Take-Down subject to the terms and conditions of Section 3.1(d)(ii2.1(d)(ii).

Marketed Underwritten Shelf Take-Downs. The Shelf Take-Down Initiating Holder submitting an Underwritten Shelf Take-Down Notice shall indicate in such notice that it delivers to PubCo pursuant to Section 3.1(d)(ii) whether it intends for such Underwritten Shelf Take-Down to be Marketed (a “Marketed Underwritten Shelf Take-Down”). Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Down, PubCo shall promptly (but in any event no later than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other Shelf Eligible Take-Down Holders of Registrable Securities under such Shelf Registration Statement and any such Shelf Eligible Take-Down Holders requesting inclusion in such Marketed Underwritten Shelf Take-Down must respond in writing within five (5) days after the receipt of such notice. Each such Shelf Eligible Take-Down Holder that timely delivers any such request shall be permitted to sell in such Marketed Underwritten Shelf Take-Down subject to the terms and conditions of Section 3.1(d)(ii).

Marketed Underwritten Shelf Take-Downs. The Shelf Take-Down Initiating Holder submitting an Underwritten Shelf Take-Down Notice shall indicate in such notice that it delivers to PubCo the Company pursuant to Section 3.1(d)(ii5.2(d)(i) whether it intends for such Underwritten Shelf Take-Down to be Marketed (a “Marketed Underwritten Shelf Take-Down”); provided, that any such Marketed Underwritten Shelf Take-Down shall be deemed to be, for purposes of Section 5.3(a), a Demand Registration and must comply with the minimum size requirements set forth therein. Upon receipt of an Underwritten Shelf Take-Down Notice indicating that such Underwritten Shelf Take-Down will be a Marketed Underwritten Shelf Take-Take- Down, PubCo the Company shall promptly (but in any event no later than ten (10) days prior to the expected date of such Marketed Underwritten Shelf Take-Down) give written notice of such Marketed Underwritten Shelf Take-Down to all other Shelf Holders of Registrable Securities under such Shelf Registration Statement and any such Shelf Holders requesting inclusion in such Marketed Underwritten Shelf Take-Down must respond in writing within five (5) days after the receipt of such notice. Each such Shelf Holder that timely delivers any such request shall be permitted to sell in such Marketed Underwritten Shelf Take-Down subject to the terms and conditions of this Section 3.1(d)(ii5.2(d).. (iii)