Common use of Right to Effect Shelf Takedowns Clause in Contracts

Right to Effect Shelf Takedowns. The Investor shall be entitled, at any time and from time to time when an F-3 Shelf Registration Statement is effective and until the Termination Date, to sell such Registrable Shares as are then registered pursuant to such Registration Statement (each, a “Shelf Takedown”), but only upon not less than three business days’ prior written notice to the Company (if such takedown is to be underwritten). The Investor 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 Registrable Shares included in each such underwritten Shelf Takedown would reasonably be expected to yield gross proceeds to the Investor of at least the Minimum Amount, and provided, further, that the Investor shall not be entitled to request any underwritten Shelf Takedown (i) within six months after the Investor has sold Shares in an underwritten offering effected pursuant to a (x) Demand Registration or (y) F-3 Shelf Registration or (ii) during the period starting with the date forty-five days prior to the Company’s good faith estimate of the date of filing of, and ending on the date six months after the effective date of, a registration statement with respect to a primary or secondary underwritten offering; provided, that the Company is using reasonable best efforts to pursue such offering. The Investor shall give the Company prompt written notice of the consummation of each Shelf Takedown (whether or not underwritten).

Right to Effect Shelf Takedowns. The Subject to Section 6, each Investor shall be entitled, at any time and from time to time when an F-3 S-3 Shelf Registration Statement is effective and until the Termination Date, to sell such Registrable Shares as are then registered pursuant to such S-3 Shelf Registration Statement (each, a “Shelf Takedown”), but only upon not less than three business days’ prior written notice to the Company (if such takedown is to be underwritten). The Such Investor or a group of Investors 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 Registrable Shares included in each such underwritten Shelf Takedown (i) would reasonably be expected to yield gross proceeds to the Investor such Investor(s) of at least $50,000,000 (based on the Minimum Amountthen-current market prices), or (ii) consists of all Registrable Shares then owned by the Investors, and provided, further, provided further that the Investor such Investor(s) shall not be entitled to request any underwritten Shelf Takedown within 120 days after any such Investor (i) within six months after or the Investor has from which Registrable Shares were acquired directly or indirectly by such Investor, or any Permitted Transferee who acquired its Registrable Shares directly or indirectly from such Investor) have sold at least 90% of the Shares requested to be included in an underwritten offering effected pursuant to a (x) Demand Registration or (yS-3 Shelf Registration. Such Investor(s) F-3 Shelf Registration or (ii) during the period starting with the date forty-five days prior to the Company’s good faith estimate of the date of filing of, and ending on the date six months after the effective date of, a registration statement with respect to a primary or secondary underwritten offering; provided, that the Company is using reasonable best efforts to pursue such offering. The Investor shall give the Company prompt written notice of the consummation of each Shelf Takedown (whether or not underwritten).

Right to Effect Shelf Takedowns. The Investor shall be entitled, at any time and from time to time when an F-3 S-3 Shelf Registration Statement is effective and until the Registration Termination Date, to sell such Registrable Shares as are then registered pursuant to such S-3 Registration Statement (each, a “Shelf Takedown”), but only upon not less than three business days(3) Business Days’ prior written notice to the Company (if such takedown is to be underwritten). The Investor shall be entitled to request that a Shelf Takedown shall be an underwritten offering; provided, however, provided that (based on the then-current market prices) the number of Registrable Shares included in each such underwritten Shelf Takedown would reasonably be expected to yield gross proceeds to the Investor of at least the Minimum Amount, and provided, ; provided further, that the Investor shall not be entitled to request any underwritten Shelf Takedown (i) within six three months after the Investor has sold Shares in an underwritten offering effected pursuant to a (x) Demand Registration or (y) F-3 S-3 Shelf Registration or (ii) during at any time when the period starting with the date forty-five days prior to the Company’s good faith estimate of the date of filing of, and ending on the date six months after the effective date of, a registration statement with respect to Company is diligently pursuing a primary or secondary underwritten offering; provided, that the Company is using reasonable best efforts offering of Shares pursuant to pursue such offeringa registration statement. The Investor shall give the Company prompt written notice of the consummation of each Shelf Takedown (whether or not underwritten).

Right to Effect Shelf Takedowns. The An Investor or group of Investors shall be entitled, at any time and from time to time when an F-3 S-3 Shelf Registration Statement is effective and until the Termination Date, to sell such Registrable Shares as are then registered pursuant to such Registration Statement (each, a “Shelf Takedown”), but only upon not less than three five business days’ prior written notice to the Company (if such takedown is to be underwritten). The An Investor 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 Registrable Shares included in each such underwritten Shelf Takedown would reasonably be expected to yield gross proceeds to the Investor such Investor(s) of at least the Minimum Amount, and provided, further, provided further that the Investor such Investor(s) shall not be entitled to request any underwritten Shelf Takedown (i) within six three months after the any Investor has sold Shares in an underwritten offering effected pursuant to a (x) a Demand Registration or (y) F-3 an S-3 Shelf Registration or Registration, (ii) during the period starting with the date forty-five days prior to within three months after any primary or secondary offering of Shares by the Company’s good faith estimate of , including a Block Trade or (iii) at any time when the date of filing of, and ending on the date six months after the effective date of, a registration statement with respect to Company is diligently pursuing (x) a primary or secondary underwritten offering; providedoffering of Shares pursuant to a registration statement (but only if the Investors are provided their piggyback rights, that the Company is using reasonable best efforts to pursue such offeringif any, in accordance with Sections 3(a) and 3(c)) or (y) a Block Trade. The Each Investor shall give the Company prompt written notice of the consummation of each Shelf Takedown (whether or not underwritten).

Right to Effect Shelf Takedowns. The Investor shall be entitled, at any time and from time to time when an F-3 S-3 Shelf Registration Statement is effective and until the Termination Date, to sell such Registrable Shares as are then registered pursuant to such Registration Statement (each, a “Shelf Takedown”), but only upon not less than three business days’ prior written notice to the Company (if such takedown is to be underwritten). The Investor 45424574 8 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 Registrable Shares included in each such underwritten Shelf Takedown would reasonably be expected to yield gross proceeds to the Investor of at least the Minimum Amount, and provided, further, provided further that the Investor shall not be entitled to request any underwritten Shelf Takedown (i) within six months after the Investor has sold Shares in an underwritten offering effected pursuant to a (x) a Demand Registration or (y) F-3 an S-3 Shelf Registration or (ii) during at any time when the period starting with the date forty-five days prior to the Company’s good faith estimate of the date of filing of, and ending on the date six months after the effective date of, a registration statement with respect to Company is diligently pursuing a primary or secondary underwritten offering; provided, that the Company is using reasonable best efforts offering of Shares pursuant to pursue such offeringa registration statement. The Investor shall give the Company prompt written notice of the consummation of each Shelf Takedown (whether or not underwritten).

Right to Effect Shelf Takedowns. The Investor shall be entitled, at any time and from time to time when an F-3 S-3 Shelf Registration Statement is effective and until the Termination Date, to sell such Registrable Shares as are then registered pursuant to such S-3 Registration Statement (each, a “Shelf Takedown”), but only upon not less than three (3) business days’ prior written notice to the Company (if such takedown is to be underwritten). The Investor shall be entitled to request that a Shelf Takedown shall be an underwritten offering; provided, however, provided that (based on the then-current market prices) the number of Registrable Shares included in each such underwritten Shelf Takedown would reasonably be expected to yield gross proceeds to the Investor of at least the Minimum Amount, and provided, further, ; provided further that the Investor shall not be entitled to request any underwritten Shelf Takedown (i) within six three months after the Investor has sold Shares in an underwritten offering effected pursuant to a (x) Demand Registration or (y) F-3 S-3 Shelf Registration or (ii) during at any time when the period starting with the date forty-five days prior to the Company’s good faith estimate of the date of filing of, and ending on the date six months after the effective date of, a registration statement with respect to Company is diligently pursuing a primary or secondary underwritten offering; provided, that the Company is using reasonable best efforts offering of Shares pursuant to pursue such offeringa registration statement. The Investor shall give the Company prompt written notice of the consummation of each Shelf Takedown (whether or not underwritten).