Common use of Right to Effect a Shelf Takedown Clause in Contracts

Right to Effect a Shelf Takedown. The Stockholder shall be entitled, at any time and from time to time when an S-3 Registration Statement is effective and until the Termination Date, to sell such Registrable Securities as are then registered pursuant to such Registration Statement (each, a “Shelf Takedown”), but only upon not less than fifteen (15) business days’ prior written notice to the Company (whether or not such takedown is underwritten); provided, that no prior notice shall be required of any sale pursuant to a plan that complies with Rule 10b5-1 under the Exchange Act (a “Rule 10b5-1 Plan”). The Stockholder shall be entitled to request that a Shelf Takedown shall be an underwritten offering, provided, however, that (based on the then-current market prices) the number of shares of Registrable Securities included in such underwritten Shelf Takedown would yield gross proceeds to the Stockholder of at least the Minimum Amount; and provided, further, that the Stockholder shall not be entitled to request any underwritten Shelf Takedown within sixty (60) days after the pricing date of any other underwritten offering effected pursuant to a Demand Registration, a Piggyback Registration or an S-3 Registration, or when the Company is diligently pursuing an underwritten offering pursuant to (or treated as being pursuant to) a Piggyback Registration. The Stockholder shall also give the Company prompt written notice of the consummation of each Shelf Takedown (whether or not underwritten) or the entry into a Rule 10b5-1 Plan in respect of the Registrable Securities.

Right to Effect a Shelf Takedown. The Stockholder shall be entitled, at any time and from time to time when an S-3 Registration Statement is effective and until the Termination Date, to sell such Registrable Securities Common Stock as are is then registered pursuant to such Registration Statement (each, a “Shelf Takedown”), but only upon not less than fifteen three (153) business days’ prior written notice to the Company (whether or not such takedown is underwritten); provided, that no prior notice shall be required of any sale pursuant to a plan that complies with Rule 10b5-1 under the Exchange Act (a “Rule 10b5-1 Plan”)Act. The Stockholder shall be entitled to request that a Shelf Takedown shall be an underwritten offering, provided, however, that (based on the then-current market prices) the number of shares of Registrable Securities Common Stock included in such underwritten Shelf Takedown would yield gross proceeds to the Stockholder of at least the Minimum Amount; and provided, further, that the Stockholder shall not be entitled to request any underwritten Shelf Takedown within sixty (60) days after the pricing date of any other underwritten offering effected pursuant to a Demand Registration, a Piggyback Registration or an S-3 Registration, or when the Company is diligently pursuing an underwritten offering pursuant to (or treated as being pursuant to) a Piggyback Registration. The Stockholder shall also give the Company prompt written notice of the consummation of each Shelf Takedown (whether or not underwritten) or the entry into a Rule 10b5-1 Plan in respect of the Registrable Securities).

Right to Effect a Shelf Takedown. The Stockholder Holders holding Registerable Securities registered pursuant to a Shelf Registration shall be entitled, at any time and from time to time when an S-3 the Shelf Registration Statement is effective and until the Termination Dateeffective, to sell such Registrable Registerable Securities as are then registered pursuant to such Shelf Registration Statement (each, a “Shelf Takedown”), but only upon not less than fifteen (15) business three days’ prior written notice to the Company (whether or not such takedown is underwritten); provided, that no . No prior notice shall be required of any sale pursuant to a plan that complies with Rule 10b5-1 under the Exchange Act (Act, provided that the Company has received a “Rule 10b5-1 Plan”)written copy of such plan in advance of the first sale thereunder. The Stockholder Holders holding Registerable Securities registered pursuant to a Shelf Registration shall each be entitled to request that a Shelf Takedown shall be an underwritten offeringUnderwritten Offering if, provided, however, that (based on the then-current market prices) , the number of shares of Registrable Registerable Securities included in such underwritten Shelf Takedown Underwritten Offering would yield gross proceeds to the Stockholder all Participating Holders of at least $75 million. Holders participating in the Minimum Amount; and provided, further, that the Stockholder Shelf Takedown shall not be entitled to request any underwritten that a Shelf Takedown be part of an Underwritten Offering within sixty (60) 30 days after the pricing date of any other underwritten offering Underwritten Offering effected pursuant to a Demand Registration, a Piggyback Registration or an S-3 Registration, or when the Company is diligently pursuing an underwritten offering pursuant to (or treated as being pursuant toRequest or Section 3(a) a Piggyback Registration. The Stockholder Holder(s) shall also give the Company prompt written notice of the consummation of each a Shelf Takedown (Takedown, whether or not underwritten) or the entry into a Rule 10b5-1 Plan in respect part of the Registrable Securitiesan Underwritten Offering.

Right to Effect a Shelf Takedown. The Stockholder shall be entitled, at any time and from time to time when an S-3 Registration Statement is effective and until the Termination Date, to sell such Registrable Securities Common Stock as are is then registered pursuant to such Registration Statement (each, a “Shelf Takedown”), but only upon not less than fifteen three (153) business days’ prior written notice to the Company (whether or not such takedown is underwritten); provided, that no prior notice shall be required of any sale pursuant to a plan that complies with Rule 10b5-1 under the Exchange Act (a “Rule 10b5-1 Plan”)Act. The Stockholder shall be entitled to request that a Shelf Takedown shall be an underwritten offering, provided, however, that (based on the then-current market prices) the number of shares of Registrable Securities Common Stock included in such underwritten Shelf Takedown would yield gross proceeds to the Stockholder of at least the Minimum Amount; and provided, further, that the Stockholder shall not be entitled to request any underwritten Shelf Takedown within sixty (60) days after the pricing date of any other underwritten offering effected pursuant to a Demand Registration, a Piggyback Registration or an S-3 Registration, or when the Company is diligently pursuing an SC1:3692634.5 underwritten offering pursuant to (or treated as being pursuant to) a Piggyback Registration. The Stockholder shall also give the Company prompt written notice of the consummation of each Shelf Takedown (whether or not underwritten) or the entry into a Rule 10b5-1 Plan in respect of the Registrable Securities).

Right to Effect a Shelf Takedown. The Stockholder Shareholder shall be entitled, at any time and from time to time when an S-3 or F-3 Registration Statement is effective and until the Termination Date, to sell such Registrable Securities Common Shares as are then registered pursuant to such Registration Statement (each, a “Shelf Takedown”), but only upon not less than fifteen three (153) business days’ prior written notice to the Company (whether or not such takedown is underwritten); provided, that no prior notice shall be required of any sale pursuant to a plan that complies with Rule 10b5-1 under the Exchange Act (a “Rule 10b5-1 Plan”)Act. The Stockholder Shareholder shall be entitled to request that a Shelf Takedown shall be an underwritten offering, provided, however, that (based on the then-current market prices) the number of shares of Registrable Securities Common Shares included in such underwritten Shelf Takedown would yield gross proceeds to the Stockholder Shareholder of at least the Minimum Amount; Amount and provided, further, that the Stockholder Shareholder shall not be entitled to request any underwritten Shelf Takedown within sixty (60) days after the pricing date of any other underwritten offering effected pursuant to a Demand Registration, a Piggyback Registration or an S-3 or F-3 Registration, or when the Company is diligently pursuing an underwritten offering pursuant to (or treated as being pursuant to) a Piggyback Registration. The Stockholder shall also give the Company prompt written notice of the consummation of each Shelf Takedown (whether or not underwritten) or the entry into a Rule 10b5-1 Plan in respect of the Registrable Securities.a

Right to Effect a Shelf Takedown. The Stockholder Shareholder shall be entitled, at any time and from time to time when an S-3 or F-3 Registration Statement is effective and until the Termination Date, to sell such Registrable Securities Common Shares as are then registered pursuant to such Registration Statement (each, a “Shelf Takedown”), but only upon not less than fifteen three (153) business days’ prior written notice to the Company (whether or not such takedown is underwritten); provided, that no prior notice shall be required of any sale pursuant to a plan that complies with Rule 10b5-1 under the Exchange Act (a “Rule 10b5-1 Plan”)Act. The Stockholder Shareholder shall be entitled to request that a Shelf Takedown shall be an underwritten offering, provided, however, that (based on the then-current market prices) the number of shares of Registrable Securities Common Shares included in such underwritten Shelf Takedown would yield gross proceeds to the Stockholder Shareholder of at least the Minimum Amount; Amount and provided, further, that the Stockholder Shareholder shall not be entitled to request any underwritten Shelf Takedown within sixty (60) days after the pricing date of any other underwritten offering effected pursuant to a Demand Registration, a Piggyback Registration or an S-3 or F-3 Registration, or when the Company is diligently pursuing an underwritten offering pursuant to (or treated as being pursuant to) a Piggyback Registration. The Stockholder Shareholder shall also give the Company prompt written notice of the consummation of each Shelf Takedown (whether or not underwritten) or the entry into a Rule 10b5-1 Plan in respect of the Registrable Securities).