Common use of Request for Underwritten Offering Clause in Contracts

Request for Underwritten Offering. In the event that one or more Holders collectively holding greater than $75 million of Registrable Securities, based on the Average Purchase Price, elect to dispose of Registrable Securities under the Registration Statement (including a registration statement pursuant to Section 2.01(d)) pursuant to an Underwritten Offering, Atlas Energy shall retain underwriters, effect such sale though an Underwritten Offering, including entering into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08 and take all reasonable actions as are requested by the Managing Underwriter or Underwriters to expedite or facilitate the disposition of such Registrable Securities. Atlas Energy management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders if gross proceeds from such Underwritten Offering are reasonably expected to exceed $75 million.

Request for Underwritten Offering. In the event that one or more Holders collectively holding greater than holding, directly or indirectly, including pursuant to a total return swap or similar transaction, $75 40 million or more of Registrable Securities, based on the Average Purchase Common Unit Price, elect to dispose of Registrable Securities under the Registration Statement (including a registration statement pursuant to Section 2.01(d)) pursuant to an Underwritten Offering, Atlas Energy shall retain underwriters, effect such sale though an Underwritten Offering, including entering into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08 and take all reasonable actions as are requested by the Managing Underwriter or Underwriters to expedite or facilitate the disposition of such Registrable Securities. Atlas Energy management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders if gross proceeds from such Underwritten Offering are reasonably expected to exceed $75 40 million.

Request for Underwritten Offering. In the event that one or more Holders collectively holding greater than holding, directly or indirectly, including pursuant to a total return swap or similar transaction, $75 35 million or more of Registrable Securities, based on the Average Purchase Common Unit Price, elect to dispose of Registrable Securities under the Registration Statement (including a registration statement pursuant to Section 2.01(d)) pursuant to an Underwritten Offering, Atlas Energy shall retain underwriters, effect such sale though an Underwritten Offering, including entering into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08 and take all reasonable actions as are requested by the Managing Underwriter or Underwriters to expedite or facilitate the disposition of such Registrable Securities. Atlas Energy management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders if gross proceeds from such Underwritten Offering are reasonably expected to exceed $75 35 million.

Request for Underwritten Offering. In the event that one or more Holders collectively holding holding, directly or indirectly, including pursuant to a total return swap or similar transaction, greater than $75 40 million of Registrable Securities, based on the Average Purchase Common Unit Price, elect to dispose of Registrable Securities under the Registration Statement (including a registration statement pursuant to Section 2.01(d)) pursuant to an Underwritten Offering, Atlas Energy shall retain underwriters, effect such sale though an Underwritten Offering, including entering into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08 and take all reasonable actions as are requested by the Managing Underwriter or Underwriters to expedite or facilitate the disposition of such Registrable Securities. Atlas Energy management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders if gross proceeds from such Underwritten Offering are reasonably expected to exceed $75 40 million.

Request for Underwritten Offering. In the event that one or more Holders collectively holding greater than holding, directly or indirectly, including pursuant to a total return swap or similar transaction, $75 40 million or more of Registrable Securities, based on the Average Purchase Common Unit Price, elect to dispose of Registrable Securities under the Registration Statement (including a registration statement pursuant to Section 2.01(d)) pursuant to an Underwritten Offering, Atlas Energy shall retain underwriters, effect such sale though an Underwritten Offering, including entering into an underwriting agreement in customary form with the Managing Underwriter or Underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.08 2.07 and take all reasonable actions as are requested by the Managing Underwriter or Underwriters to expedite or facilitate the disposition of such Registrable Securities. Atlas Energy management shall participate in a roadshow or similar marketing effort on behalf of any such Holder or Holders if gross proceeds from such Underwritten Offering are reasonably expected to exceed $75 40 million.