Right to Underwritten Shelf Registration Sample Clauses

Right to Underwritten Shelf Registration. (i) Subject to the limitations set forth in Section 2(c)(III), at any time or from time to time, the Majority Holders shall have the right to request (a “Shelf Underwriting Request”) in writing that the Company file a post-effective amendment or prospectus supplement to the Registration Statement(s) filed pursuant to Section 2(a) or Section 2(b) (or any other form of Registration Statement as the Company deems appropriate) to effect a take down of the Registrable Securities included in such Registration Statement(s) in the form of an Underwritten Offering; and such Initiating Holders may require that all Persons (including other Holders) participating in such registration sell their Registrable Securities to the Underwriters at the same price and on the same terms of underwriting applicable to the Initiating Holders. The sole or managing Underwriters and any additional investment bankers and managers to be used in connection with such registration shall be selected by the Initiating Holders holding a majority of the Registrable Securities for which registration was requested in the Shelf Underwriting Request, subject to the approval of the Company (such approval not to be unreasonably withheld or delayed). Any registration filed pursuant to this Section 2(c) shall be referred to herein as an “Underwritten Shelf Registration”). In no event shall the Company be required to effect, in the aggregate, more than two (2) Underwritten Shelf Registrations; provided, however, that such number shall be increased to the extent the Company does not include, pursuant to Section 2(c)(II) in what would otherwise be the final registration, the number of Registrable Securities required to be registered; provided, further, that such number shall not include any registration effected pursuant to this Section 2(c) because the SEC prohibits the Purchaser from participating in a Registration Statement filed pursuant to Section 2(a) or Section 2(b) as a selling stockholder (by requiring the Purchaser to be named in such Registration Statement(s) as an underwriter, or otherwise). (1) Each Shelf Underwriting Request shall specify the amount of Registrable Securities intended to be disposed of by such Holders and the intended method of disposition thereof. (2) As promptly as practicable, but no later than five (5) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice of such requested registration to all other Holders of Registrable Secur...