Shelf Offerings. Upon the written request of a Holder (“Shelf Offering Notice”) to the Company from time to time during the Shelf Effectiveness Period, the Company will use commercially reasonable efforts to facilitate a “takedown” of Registrable Securities off of the Shelf Registration Statement by such Holder (“Shelf Offering”) by amending or supplementing the Prospectus related to the Shelf Registration Statement as may be reasonably requested by such Holder as promptly as reasonably practicable upon receipt of the Shelf Offering Notice and taking other actions contemplated by Section 3.1 that may be applicable to such Shelf Offering. Neither the Company nor any stockholder of the Company (other than the Holders) may include securities in any offering requested under Section 2.1 of this Agreement.
Shelf Offerings. To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”) at the time, any Initiating Holder may request that the Company file an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, in which case the Company shall file an automatic shelf registration statement which covers those Registrable Securities which are requested to be registered. The Company shall use its reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which the Registrable Securities remain Registrable Securities. If the Company does not pay the filing fee covering the Registrable Securities at the time the automatic shelf registration statement is filed, the Company agrees to pay such fee at such time or times as the Registrable Securities are to be sold. If the automatic shelf registration statement has been outstanding for at least three years, at the end of the third year the Company shall refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective hereunder. The Holders may use such Form S-3 to dispose of their Registrable Securities on a non-underwritten basis, and may utilize such Form S-3 on an underwritten basis if requested by the Initiating Holder(s) (with any such request being deemed to be a Demand Registration Request pursuant to Section 2.1 and subject to the limits and rules set forth therein, mutatis mutandis). For so long as such Form S-3 is effective and available for use, Initiating Holder(s) may only request usage of such Form S-3 for an underwritten offering and not any other Demand Registration under Section 2.1. If the Company files any shelf registration statement for the benefit of the holders of any of its securities other than the Holders, the Company agrees that it shall include in such registration statement such disclosures as may be required by Rule 430B under the Securities A...
Shelf Offerings. In the event of the termination of the SPMA following the First Stage Closing, and at any time thereafter during the Shelf Effectiveness Period, the Buyer may deliver to the Company a written notice (“Shelf Offering Notice”) requiring the Company to facilitate a “takedown” of Registrable Securities off of the Shelf Registration Statement (“Shelf Offering”). As promptly as reasonably practicable upon receipt of the Shelf Offering Notice, the Company shall use commercially reasonable efforts to facilitate such a “takedown” by amending or supplementing the Prospectus related to the Shelf Registration Statement as may be reasonably requested by the Buyer and taking other actions contemplated by Section 3.1 that may be applicable to such Shelf Offering.
Shelf Offerings. Subject to Section 2.4, upon the written request of a Holder (“Shelf Offering Notice”) to the Company from time to time during the Shelf Effectiveness Period, the Company will use commercially reasonable efforts to facilitate a “takedown” of Registrable Securities off of the Shelf Registration Statement by such Holder (“Shelf Offering”) by amending or supplementing the Prospectus related to the Shelf Registration Statement as may be reasonably requested by such Holder as promptly as reasonably practicable upon receipt of the Shelf Offering Notice and taking other actions contemplated by Section 3.1 that may be applicable to such Shelf Offering. Subject to the Existing Registration Rights, neither the Company nor any stockholder of the Company (other than the Holders) may include securities in any offering requested under Section 2.1 of this Agreement.
Shelf Offerings. Subject to Section 5, upon the written request of a Holder (such Holder, the “Requesting Holder”) (“Shelf Offering Notice”) to the Company made during the Effectiveness Period, the Company will facilitate a “takedown” of Registrable Securities off of the Existing Registration Statement by such Holder and any other Holder(s) identified in the Shelf Offering Notice, including underwritten takedowns (it being understood that such Requesting Holder shall select the underwriters subject to the consent of the Company, which shall not be unreasonably withheld or delayed (a “Shelf Offering”). The Company will, as promptly as reasonably practical (taking into account any needs of the Company to prepare for the end of any fiscal quarter or year and the preparation of related financial statements) upon receipt of a Shelf Offering Notice, cooperate in any such takedown by preparing and filing with the SEC a prospectus supplement (the “Prospectus Supplement”) to the Existing Registration Statement as may be reasonably requested by such Requesting Holder or as may be otherwise required to effect the sale of the Registrable Securities to be sold thereunder. Such Requesting Holder shall give the Company prompt written notice of the consummation of a sale effected in any Shelf Offering. The Holders, collectively, may not require more than one underwritten Shelf Offering in the aggregate during any 12-month period.
Shelf Offerings. Subject to Section 4.3, the Investors shall have the right to conduct an unlimited number of offerings under the Shelf Registration Statement, including underwritten offerings; provided, that the Company shall have no obligation to effect more than one such underwritten offering in every 90 day period during the Effectiveness Period.
Shelf Offerings. Subject to Section 6, upon the written request of a Holder (“Shelf Offering Notice”) to the Company made from time to time during the Effectiveness Period, the Company will use its commercially reasonable efforts to facilitate a “takedown” of Registrable Securities off of the Shelf Registration Statement by such Holder (“Shelf Offering”) by amending or supplementing the Prospectus related to the Shelf Registration Statement as may be reasonably requested by such Holder as promptly as reasonably practicable upon receipt of the Shelf Offering Notice. The Holders shall give the Company prompt written notice of the consummation of a sale effected in any Shelf Offering. For the avoidance of doubt, in the event any Shelf Offering is a Qualified Offering, such offering shall be subject to the conditions and limitations set forth in Section 2(c) below.
Shelf Offerings. The Investors shall have the right to conduct a limited number of offerings, provided, that the Company shall have no obligation to effect more than one underwritten offering in every 90 day period, pursuant to an effective Shelf Registration Statement during the Effectiveness Period.
Shelf Offerings. (i) In the event that a Shelf Registration Statement is effective, the holders of a majority of the Registrable Securities covered by such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an offering (including an Underwritten Offering) Registrable Securities available for sale pursuant to such registration statement, so long as the Shelf Registration Statement remains in effect, and the Company shall pay all Registration Expenses in connection therewith. The holders of a majority of the Registrable Securities shall make such election by delivering to the Company a written notice (a “Shelf Offering Notice”) with respect to such offering specifying the number of Registrable Securities that the holders desire to sell pursuant to such offering (the “Shelf Offering”). As promptly as practicable, but no later than two Business Days after receipt of a Shelf Offering Notice, the Company shall give written notice of such Shelf Offering Notice to all other holders of Registrable Securities. The Company, subject to Sections 2(c) and 7 hereof, shall include in such Shelf Offering the Registrable Securities of any other holder of Registrable Securities that shall have made a written request to the Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such holder) within seven days after the receipt of the Shelf Offering Notice. The Company shall, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Offering Notice), but subject to Section 2(d) hereof, use its commercially reasonable efforts to facilitate such Shelf Offering. Each holder of Registrable Securities shall treat as confidential the Shelf Offering Notice and shall not disclose or use the information contained in the Company’s notice regarding the Shelf Offering Notice without the prior written consent of the Company until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by a holder of Registrable Securities in breach of the terms of this Agreement.
Shelf Offerings. Subject to Section 5, upon the written request of the Holder (the “Shelf Offering Notice”) to the Company made during the Effectiveness Period, the Company will facilitate the “takedown” of the Registrable Securities off of the Existing Registration Statement by the Holder (a “Shelf Offering”). The Company will, as promptly as reasonably practical (taking into account any needs of the Company to prepare for the end of any fiscal quarter or year and the preparation of related financial statements) upon receipt of the Shelf Offering Notice, cooperate in any such takedown by preparing and filing with the SEC a prospectus supplement (the “Prospectus Supplement”) to the Existing Registration Statement as may be reasonably requested by the Holder or as may be otherwise required to effect the sale of the Registrable Securities to be sold thereunder. Prior to or contemporaneously with the execution of this Agreement, the Holder will deliver the Shelf Offering Notice and, so long as the Shelf Offering Notice is not withdrawn prior to 8:00 p.m. EST on May 11, 2018, the Company will file the Prospectus Supplement no later than 10:00 p.m. EST on May 12, 2018.
