Common use of Right to Effect Shelf Takedowns Clause in Contracts

Right to Effect Shelf Takedowns. Subject to Section 6, at any time and from time to time when a Shelf Registration Statement is effective and until the Termination Date, each Holder shall be entitled to sell any or all of the Registrable Securities covered by such Shelf Registration Statement (a “Shelf Takedown”), but only upon not less than fifteen (15) Business Days’ prior written notice (an “Underwritten Shelf Takedown Notice,” and the Holder or group of Holders delivering such Underwritten Shelf Takedown Notice, the “Notifying Holder(s)”) to the Company if such takedown is to be underwritten (an “Underwritten Shelf Takedown”). The Notifying Holder(s) shall be entitled to issue an Underwritten Shelf Takedown Notice only if the number of Registrable Securities included in such Underwritten Shelf Takedown would reasonably be expected to yield aggregate gross proceeds to the Notifying Holder(s) of at least US$200,000,000 (based on the then-current market prices). No later than five (5) Business Days after receipt of an Underwritten Shelf Takedown Notice, the Company shall give written notice to each Holder of Registrable Securities that, to its knowledge, holds (together with its Permitted Transferees) at least 1.0% of the Company’s outstanding share capital and the Company shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received a written request for inclusion therein from a Holder within five (5) Business Days of the Company’s notice pursuant to this sentence. Each Holder shall give the Company prompt written notice of the consummation of any Shelf Takedown that is not underwritten.

Right to Effect Shelf Takedowns. Subject to Section 67, each Investor shall be entitled, at any time and from time to time when a an S-3 Shelf Registration Statement is effective and until the Termination Date, each Holder shall be entitled to sell any or all of the such Registrable Securities covered by Shares as are then registered pursuant to such S-3 Shelf Registration Statement (each, a “Shelf Takedown”), but only upon not less than fifteen (15) three Business Days’ prior written notice (an “Underwritten Shelf Takedown Notice,” and the Holder or group of Holders delivering such Underwritten Shelf Takedown Notice, the “Notifying Holder(s)”) to the Company (if such takedown is to be underwritten (an “Underwritten Shelf Takedown”underwritten). The Notifying Holder(s) Such Investor or a group of Investors shall be entitled to issue an Underwritten request that a Shelf Takedown Notice only if be an underwritten offering; provided, however, that the number of Registrable Securities Shares included in each such Underwritten underwritten Shelf Takedown (i) would reasonably be expected to yield aggregate gross proceeds to the Notifying Holder(ssuch Investor(s) of at least US$200,000,000 $100,000,000 (based on the then-current market prices). No later than five , or (5ii) Business Days after receipt consists of an Underwritten all Registrable Shares then owned by 3G and all of the 3G Permitted Transferees, or Berkshire and all of the Berkshire Permitted Transferees, as applicable, and provided, further, that such Investor(s) shall not be entitled to request any underwritten Shelf Takedown Notice(x) within 120 days after any such Investor (or the Investor from which Registrable Shares were acquired directly or indirectly by such Investor, the Company shall give written notice to each Holder of or any Permitted Transferee who acquired its Registrable Securities that, to its knowledge, holds (together with its Permitted TransfereesShares directly or indirectly from such Investor) have sold at least 1.090% of the Company’s outstanding share capital Shares requested to be included in a Demand Registration or S-3 Shelf Registration or (y) at any time when a Redemption Offering has been initiated (and the Company shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received a written request for inclusion therein from a Holder within five (5not withdrawn) Business Days of the Company’s notice pursuant to this sentenceby Berkshire and not yet consummated. Each Holder Such Investor(s) shall give the Company prompt written notice of the consummation of any each Shelf Takedown that is (whether or not underwritten).

Right to Effect Shelf Takedowns. Subject to Section 66 and after the Lock-Up End Date, at any time and from time to time when a Shelf Registration Statement is effective and until the Termination Date, each Holder shall be entitled to sell any or all of the Registrable Securities covered by such Shelf Registration Statement (a “Shelf Takedown”), but only upon not less than fifteen (15) Business Days’ prior written notice by e& (an “Underwritten Shelf Takedown Notice,” and the Holder or group of Holders delivering such Underwritten Shelf Takedown Notice, the “Notifying Holder(s)”) to the Company if such takedown is to be underwritten (an “Underwritten Shelf Takedown”). Upon receipt of an Underwritten Shelf Takedown Notice, the Company shall, as promptly as reasonably practicable (and in any event within such fifteen (15) Business Days’ notice period) use its reasonable best efforts to effect such Underwritten Shelf Takedown. The Notifying Holder(s) Company shall, at the request of e&, file any prospectus supplement or, if the applicable Shelf Registration Statement is an Automatic Shelf Registration Statement, any post-effective amendments and otherwise take any action necessary to include therein all disclosure and language reasonably deemed necessary or advisable by e& to effect such Underwritten Shelf Takedown. e& shall be entitled to issue an Underwritten Shelf Takedown Notice only if the number of Registrable Securities included in such Underwritten Shelf Takedown would reasonably be expected to yield aggregate gross proceeds to is not lower than the Notifying Holder(s) Minimum Share Threshold at the time of at least US$200,000,000 the Underwritten Shelf Takedown Notice (based on the then-current market pricesprices and number of Outstanding Shares). No later than Notwithstanding the foregoing, if e& wishes to engage in an underwritten “block trade”, “overnight block trade”, “bought deal” or similar transaction or other transaction with a 2-day or less marketing period (collectively, an “Underwritten Block Trade”) off of a Shelf Registration Statement, then e& only needs to notify the Company of the Underwritten Block Trade five (5) Business Days after receipt prior to the day such offering is to commence and the Underwritten Block Trades are not subject to any minimum requirement of Registrable Securities being sold pursuant to such Underwritten Block Trades. For the avoidance of doubt, Underwritten Shelf Takedowns (excluding Underwritten Block Trades) constitute a Demand Registration such that Section 3, including the limit on the number of Demand Registrations per year, shall apply to an Underwritten Shelf Takedown NoticeTakedown. For the avoidance of doubt, the Company e& shall give written notice be entitled to each Holder of Registrable Securities that, to its knowledge, holds request (together with its Permitted Transferees) at least 1.0% of the Company’s outstanding share capital and the Company shall include in such be required to effect) Demand Registrations (including Underwritten Shelf Takedown all Registrable Securities with respect to which Takedowns but excluding Underwritten Block Trades) no more frequently than twice per calendar year, save that the Company has received a written request for inclusion therein from a Holder within five (5) Business Days shall act reasonably and discuss in good faith any more frequent requests where e& reasonably considers that the same would be necessary or desirable in light of the Company’s notice pursuant to this sentencegeneral market conditions. Each Holder e& shall give the Company prompt written notice of the consummation of any Shelf Takedown that is not underwritten.

Right to Effect Shelf Takedowns. Subject to Section 6The Investors each shall be entitled, at any time and from time to time when a an S-3 Shelf Registration Statement is effective and until the Termination Date, each Holder shall be entitled to sell any or all of the such Registrable Securities covered by such Shelf Registration Statement (a “Shares as are then registered pursuant to an Investor Shelf Takedown”), but only upon not less than fifteen five (155) Business Daysbusiness days’ prior written notice (an “Underwritten Shelf Takedown Notice,” and the Holder or group of Holders delivering such Underwritten Shelf Takedown Notice, the “Notifying Holder(s)”) to the Company, during which period the Company if such takedown is to be underwritten (an “Underwritten Shelf Takedown”). The Notifying Holder(s) shall be entitled to issue an Underwritten Shelf Takedown Notice only if the number of Registrable Securities included in such Underwritten Shelf Takedown would reasonably be expected to yield aggregate gross proceeds implement a Suspension Period to the Notifying Holder(s) of at least US$200,000,000 (based on the then-current market prices). No later than five (5) Business Days after receipt of an Underwritten Shelf Takedown Notice, the Company shall give written notice to each Holder of Registrable Securities that, to its knowledge, holds (together with its Permitted Transferees) at least 1.0% of the Company’s outstanding share capital and the Company shall include in such Underwritten Shelf Takedown all Registrable Securities with respect to which the Company has received a written request for inclusion therein from a Holder within five (5) Business Days of the Company’s notice extent then permitted pursuant to this sentenceSection 5. Each Holder The Investors each shall give the Company prompt written notice of the consummation of any each Investor Shelf Takedown that is (whether or not underwritten). For the avoidance of doubt, the parties agree that an Investor Shelf Takedown is a non-exclusive means to effectuate the offer and sale of Registrable Shares under the S-3 Shelf Registration Statement. Subject to Section 5 hereof, the Investors shall have the benefit of all the selling means permitted in the S-3 Shelf Registration Statement “Plan of Distribution,” including those that do not constitute Investor Shelf Takedowns (and therefore are not subject to Sections 4(b) and (c) hereof) because they are offering that do not require the filing of a prospectus supplement based on the existing disclosure in the “Plan of Distribution”, such as ordinary brokerage transactions in the open market (the foregoing being only an example). Notwithstanding the foregoing, the Company shall be entitled to delay for a period of no more than forty-five (45) days effecting a requested Investor Shelf Takedown if the Company delivers notice to the Investors requesting such Investor Shelf Takedown within five (5) days of the receipt of such a request that the Company intends to file a registration statement for a public offering of primary Company securities for cash proceeds of at least the Minimum Amount; provided that the Company shall only be able to deliver such notice once in any six (6) month period.