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

Non-Marketed Underwritten Shelf Take-Downs. The Initiating Sponsor may elect to effect an Underwritten Shelf Take-Down that does not constitute a Marketed Underwritten Shelf Take-Down (a “Non-Marketed Underwritten Shelf Take-Down”), in which case the Initiating Sponsor shall so indicate in a written request (which may consist of electronic communication) delivered to LPL at least 48 hours (which must include at least one Business Day) prior to the consummation of such Non-Marketed Underwritten Shelf Take-Down. Such request shall include (A) 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 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 the Underwritten Shelf Take-Down Notice of a Non-Marketed Underwritten Shelf Take-Down, LPL shall file and effect an amendment or supplement to its Shelf Registration Statement (and any related Prospectus) for such takedown as soon as practicable, subject to Section 4.1(c).

Non-Marketed Underwritten Shelf Take-Downs. The Shelf Take-Down Initiating Sponsor may elect to effect an Underwritten Shelf Take-Down that does not constitute a Marketed Underwritten Shelf Take-Down (a “Non-Marketed Underwritten Shelf Take-Down”), in which case the Shelf Take-Down Initiating Sponsor shall so indicate in a written request (which may consist of electronic communication) delivered to LPL the Company at least 48 forty-eight (48) hours (which must include at least one (1) Business Day) prior to the consummation of such Non-Marketed Underwritten Shelf Take-Down. Such request shall include (A) the total number of Registrable Securities expected to be offered and sold, ; (B) the action or actions required by LPLthe Company, including the timing thereof, relating to such written request request; and (C) the action or actions required by any Non-Initiating Stockholder Sponsor that elects to participate in the Shelf Take-Down. Upon receipt of the Underwritten Shelf Take-Down Notice of a Non-Marketed Underwritten Shelf Take-Down, LPL the Company shall file and effect an amendment or supplement to its Shelf Registration Statement (and any related Prospectus) for such takedown as soon as practicable, subject to Section 4.1(c).