Common use of Non-Underwritten Shelf Take-Down Clause in Contracts

Non-Underwritten Shelf Take-Down. If the Stockholder or any other Investor desires to initiate an offering or sale of all or part of the Stockholder’s or any other Investor’s Registrable Securities that does not constitute an Underwritten Shelf Take-Down (a “Non-Underwritten Shelf Take-Down”), the Stockholder or such other Investor shall so indicate in a written notice (a “Non-Underwritten Shelf Take-Down Notice”) delivered to the Company no later than one (1) Business Days (or in the event any amendment or supplement to a Shelf Registration Statement is necessary, no later than five (5) Business Days) prior to the expected date of such Non-Underwritten Shelf Take-Down, which request shall include (i) the total number of Registrable Securities expected to be offered and sold in such Non-Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Underwritten Shelf Take-Down and (iii) the action or actions required (including the timing thereof) in connection with such Non-Underwritten Shelf Take-Down (including the delivery of one or more share certificates representing Registrable Securities to be sold in such Non-Underwritten Shelf Take-Down), and, to the extent necessary, the Company shall file and effect an amendment or supplement to its applicable Shelf Registration Statement for such purpose as soon as practicable after receipt of such Non-Underwritten Shelf Take-Down Notice.

Non-Underwritten Shelf Take-Down. If the Stockholder Parent or any other Investor desires to initiate an offering or sale of all or part of the StockholderParent’s or any other Investor’s Registrable Securities that does not constitute an Underwritten Shelf Take-Down (a “Non-Underwritten Shelf Take-Down”), the Stockholder Parent or such other Investor shall so indicate in a written notice (a “Non-Underwritten Shelf Take-Down Notice”) delivered to the Company no later than one three (13) Business Days (or in the event any amendment or supplement to a Shelf Registration Statement is necessary, no later than five ten (510) Business Days) prior to the expected date of such Non-Underwritten Shelf Take-Down, which request shall include (i) the total number of Registrable Securities expected to be offered and sold in such Non-Underwritten Shelf Take-Down, (ii) the expected plan of distribution of such Non-Underwritten Shelf Take-Down and (iii) the action or actions required (including the timing thereof) in connection with such Non-Underwritten Shelf Take-Down (including the delivery of one or more share stock certificates representing Registrable Securities to be sold in such Non-Underwritten Shelf Take-Down), and, to the extent necessary, the Company shall file and effect an amendment or supplement to its applicable Shelf Registration Statement for such purpose as soon as practicable after receipt of such Non-Underwritten Shelf Take-Down Notice.

Non-Underwritten Shelf Take-Down. If the Stockholder or any other Investor a Holder desires to initiate effect (or if the Seller has not delivered written notice to effect an underwritten offering or sale of all or part of pursuant to this Agreement within one-hundred ninety (90) days after the Stockholder’s or any other Investor’s Registrable Securities date hereof, then if Purchaser desires to be effected) a shelf take-down under and pursuant to the Shelf Registration Statement that does not constitute an Underwritten Shelf Take-Down underwritten offering pursuant to Section 3.2(a) (a “Non-Underwritten Shelf Take-Down”), such Holder (or if applicable, the Stockholder or such other Investor Purchaser) shall so indicate in a written notice (a “Non-Underwritten Shelf Take-Down Notice”) request delivered to the Company Purchaser or the Seller (as applicable) no later than one ten (110) Business Days (or in the event any amendment or supplement to a Shelf Registration Statement is necessary, no later than five (5) Business Days) prior to the expected date of such Non-Underwritten Shelf Take-DownDown (which notice may be given prior to the filing of the Shelf Registration Statement, provided that the Purchaser shall have no obligation to effect a Block Trade until the Shelf Registration Statement has been filed), which request shall include (i) the total number of Registrable Eligible Securities expected to be offered and sold in such Non-Underwritten Shelf Take-DownDown and the applicable Selling Holders, (ii) the expected plan of distribution of such Non-Underwritten Shelf Take-Down and (iii) the action or actions required (including the timing thereof) in connection with such Non-Underwritten Shelf Take-Down (including Down, and, to the delivery of one or more share certificates representing Registrable Securities extent necessary to be sold in effect such Non-Underwritten Shelf Take-Down), and, to the extent necessary, the Company Purchaser shall use its reasonable best efforts to (x) file and effect an amendment or supplement to its applicable Shelf Registration Statement for such purpose as soon as practicable after receipt and (y) enter into and perform its obligations under documents or certificates customary in similar offerings and consistent with the Purchaser’s past practice, including, without limitation, placement agent agreements with the applicable brokers. Notwithstanding the foregoing, the Purchaser shall not be required to file an amendment or supplement to its Shelf Registration Statement within thirty (30) days of such Nona previous amendment or supplement to the Shelf Registration Statement.1 1 Parties to add customary piggy back rights providing that all Eligible Securities must be included in any post-Underwritten Shelf Take-Down Noticeclosing offering by Purchaser.

Non-Underwritten Shelf Take-Down. If the Stockholder or any other Investor a Holder desires to initiate effect (or if the Seller has not delivered written notice to effect an underwritten offering or sale of all or part of pursuant to this Agreement within one-hundred ninety (90) days after the Stockholder’s or any other Investor’s Registrable Securities date hereof, then if Purchaser desires to be effected) a shelf take-down under and pursuant to the Shelf Registration Statement that does not constitute an Underwritten Shelf Take-Down underwritten offering pursuant to Section 3.2(a) (a “Non-Underwritten Shelf Take-Down”), such Holder (or if applicable, the Stockholder or such other Investor Purchaser) shall so indicate in a written notice (a “Non-Underwritten Shelf Take-Down Notice”) request delivered to the Company Purchaser or the Seller (as applicable) no later than one ten (110) Business Days (or in the event any amendment or supplement to a Shelf Registration Statement is necessary, no later than five (5) Business Days) prior to the expected date of such Non-Underwritten Shelf Take-DownDown (which notice may be given prior to the filing of the Shelf Registration Statement, provided that the Purchaser shall have no obligation to effect a Block Trade until the Shelf Registration Statement has been filed), which request shall include (i) the total number of Registrable Eligible Securities expected to be offered and sold in such Non-Underwritten Shelf Take-DownDown and the applicable Selling Holders, (ii) the expected plan of distribution of such Non-Underwritten Shelf Take-Down and (iii) the action or actions required (including the timing thereof) in connection with such Non-Underwritten Shelf Take-Down (including Down, and, to the delivery of one or more share certificates representing Registrable Securities extent necessary to be sold in effect such Non-Underwritten Shelf Take-Down), and, to the extent necessary, the Company Purchaser shall use its reasonable best efforts to (x) file and effect an amendment or supplement to its applicable Shelf Registration Statement for such purpose as soon as practicable after receipt and (y) enter into and perform its obligations under documents or certificates customary in similar offerings and consistent with the Purchaser’s past practice, including, without limitation, placement agent agreements with the applicable brokers. Notwithstanding the foregoing, the Purchaser shall not be required to file an amendment or supplement to its Shelf Registration Statement within thirty (30) days of such Non-Underwritten a previous amendment or supplement to the Shelf Take-Down NoticeRegistration Statement.