Common use of Shelf Demand Offering Clause in Contracts

Shelf Demand Offering. If at any time during the Shelf Registration Period, a Holder desires to sell all or any portion of its Registrable Securities under such Shelf Registration Statement in an underwritten sale (a “Shelf Demand Offering”), such Holder shall cause the Holders’ Counsel to notify the Parent of such intent (such notice, the “Shelf Demand Notice”). No Shelf Demand Notice that would result in a Shelf Demand Offering during any Scheduled Black-out Period shall be permitted to be given. The Shelf Demand Notice shall: (1) specify (x) the aggregate number of Registrable Securities requested to be sold in such Shelf Demand Offering and (y) the identity of the Holders and the Other Holders participating in the Shelf Demand Offering. The Holders’ Counsel will notify all Holders and Other Holders that have previously notified the Holders’ Counsel that they desire to effect coordinated sales (the “Coordinating Holders”) of such request and offer the opportunity to participate in the Shelf Demand Offering and shall coordinate the determination of the extent of such participation, and the Holders’ Counsel will confirm in the Shelf Demand Notice to the Parent that it has done so. If any Coordinating Holder declines the opportunity to participate in the Shelf Demand Offering, such Coordinating Holder shall not be permitted to dispose of any Registrable Securities during the period commencing from the date of receipt of the notice of such request from the Holders’ Counsel until the earlier of the date that is (i) five (5) days after the pricing of such Shelf Demand Offering and (ii) two (2) weeks after receipt of the notice of such request from the Holders’ Counsel. Any Holders and Other Holders that are not Coordinating Holders will not be subject to the limitation in the preceding sentence. Subject to Sections 2.02(a) and 2.03(b)(i), the Parent shall include in the Shelf Demand Offering all Registrable Securities requested to be sold in the related Shelf Demand Notice pursuant to this Section 2.01(c). Upon receipt of the Shelf Demand Notice from the Holders’ Counsel, the Parent shall as soon as reasonably practicable prepare and file a supplement to the related Prospectus, post-effective amendment to the Shelf Registration Statement and/or Exchange Act reports incorporated by reference into the Shelf Registration Statement and take such other actions as reasonably necessary or appropriate to permit the consummation of such Shelf Demand Offering. The Holders’ Counsel shall have the right to withdraw a Shelf Demand Notice by giving written notice to the Parent. A Shelf Demand Notice, so withdrawn, shall be considered to be a Shelf Demand Offering and shall count against the number of Shelf Demand Offerings that the Parent is required to effect unless (i) the revocation is based upon (x) any fact, circumstance, event, change, effect or occurrence that individually or in the aggregate with all other facts or circumstances, events, changes, effects or occurrences has a material adverse effect on the Parent, (y) material adverse information concerning the Parent that the Parent had not publicly revealed at least forty-eight hours prior to the request or that the Parent had not otherwise notified the participating Holders and Other Holders of at the time of such demand or (z) the Parent imposing a Suspension Period, and (ii) the Holders and Other Holders included in the withdrawn Shelf Demand Offering reimburse the Parent in accordance with Section 2.04 for their portion of the expenses of such revoked Shelf Demand Notice, which portion shall be determined pro rata to the number of Registrable Securities of all the Holders and the Other Holders included in the Shelf Demand Notice that was withdrawn.

Shelf Demand Offering. If at any time during the Shelf Registration Period, a Holder desires to sell all or any portion of its Registrable Securities under such Shelf Registration Statement in an underwritten sale (a “Shelf Demand Offering”), such Holder shall cause the Holders’ Counsel to notify the Parent of such intent (such notice, the “Shelf Demand Notice”). No Shelf Demand Notice that would result in a Shelf Demand Offering during any Scheduled Black-out Period shall be permitted to be given. The Shelf Demand Notice shall: (1) specify (x) the aggregate number of Registrable Securities requested to be sold in such Shelf Demand Offering and (y) the identity of the Holders and the Other Holders participating in the Shelf Demand Offering. The Holders’ Counsel will notify all Holders and Other Holders that have previously notified the Holders’ Counsel that they desire to effect coordinated sales (the “Coordinating Holders”) of such request and offer the opportunity to participate in the Shelf Demand Offering and shall coordinate the determination of the extent of such participation, and the Holders’ Counsel will confirm in the Shelf Demand Notice to the Parent that it has done so. If any Coordinating Holder declines the opportunity to participate in the Shelf Demand Offering, such Coordinating Holder shall not be permitted to dispose of any Registrable Securities during the period commencing from the date of receipt of the notice of such request from the Holders’ Counsel until the earlier of the date that is (i) five (5) days after the pricing of such Shelf Demand Offering and (ii) two (2) weeks after receipt of the notice of such request from the Holders’ Counsel. Any Holders and Other Holders that are not Coordinating Holders will not be subject to the limitation in the preceding sentence. Subject to Sections 2.02(a) and 2.03(b)(iSection 2.3(b), the Parent Company shall include in the Shelf Demand Offering covered by such Shelf Demand Notice all Registrable Securities requested of each Global Stockholder and its Related Stockholders with respect to be sold which the Company has received a written request for inclusion therein from any Global Stockholder within five days (or, in the related case of any Shelf Demand Notice pursuant to this Section 2.01(c). Upon receipt of that does not involve a “road show”, within two days) after the Company has received the Shelf Demand Notice, which written request shall comply with the requirements applicable to a Shelf Demand Notice from set forth in the Holders’ Counsel, the Parent last sentence of such clause (b). The Company shall as soon as reasonably practicable prepare and file a supplement to the related Prospectusprospectus supplement, post-effective amendment to the Shelf Registration Statement and/or Exchange Act reports incorporated by reference into the Shelf Registration Statement and take such other actions as reasonably necessary or appropriate to permit the consummation of such Shelf Demand Offering, including, subject to Section 2.3(a), conducting a “road show”, if requested by such Stockholders. In the case of a Shelf Demand Offering that does not involve a “road show”, the Company shall take all actions to enable the Stockholders with respect to which the Company has received a written request for inclusion in such offering in accordance with the first sentence of this clause (c) to price such offering within three days of receipt of the Shelf Demand Notice; provided, that if a “comfort” letter is required in connection with the pricing of such offering, and the Company was unable to obtain such “comfort” letter within three days of receipt of such Shelf Demand Notice, then the Company shall use its reasonable best efforts to obtain such “comfort” letter and price such offering as soon as reasonably practicable. The Holders’ Counsel Stockholders having notified or directed the Company to commence a Shelf Demand Offering or to include any of their Registrable Securities therein shall have the right to withdraw a Shelf Demand Notice such notice or direction by giving written notice to the Parent. A Shelf Demand NoticeCompany prior to the commencement of a “road show” and such withdrawal will not count towards the limitation in Section 2.3(a); provided, so withdrawnhowever, shall be considered to be a that (i) any Shelf Demand Offering and for which a “road show” has been conducted shall count against the number towards such limitation, regardless of whether such Shelf Demand Offerings that the Parent Offering is required consummated, unless such Shelf Demand Offering is not consummated due to effect unless (i) the revocation is based upon (x) any fact, circumstance, event, change, effect or occurrence that individually or in the aggregate with all other facts or circumstances, events, changes, effects or occurrences has a material adverse effect on the Parent, (y) material adverse information concerning the Parent that the Parent had not publicly revealed at least forty-eight hours prior to the request or that the Parent had not otherwise notified the participating Holders and Other Holders of at the time of such demand or (z) the Parent imposing a Suspension Period, and (ii) the Holders Stockholders shall reimburse the Company for all reasonable fees and Other Holders included expenses incurred by the Company or paid by the Company on behalf of the Stockholders pursuant to Section 2.8, in the withdrawn each case incurred in connection with such Shelf Demand Offering reimburse the Parent in accordance with Section 2.04 for their portion of the expenses of such revoked Shelf Demand Notice, which portion shall be determined pro rata to the number of Registrable Securities of all the Holders and the Other Holders included in the Shelf Demand Notice that was withdrawnOffering.