Common use of Shelf Offerings Clause in Contracts

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 Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such shelf registration statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment.

Shelf Offerings. To (a) In the extent event that one or more Shelf Registration Statements is effective, or if the Company is has 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-3S-3 or Form S-3ASR effective and outstanding (which for purposes of this Agreement shall be deemed to be a Shelf Registration Statement whether or not filed at the request of the holders of Registrable Securities), in which case the Company shall file an automatic shelf registration statement which covers those holders of a majority of the WCP Registrable Securities, a majority of the Xxxx Registrable Securities or a majority of the Advent Registrable Securities which are requested covered by, or which may be registered on, such Shelf Registration Statements shall each 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 or which may be registeredregistered pursuant to such registration statements (“Shelf Registrable Securities”), so long as the Shelf Registration Statements or such Form S-3 or Form S-3ASR remain in effect, and the Company shall pay all Registration Expenses in connection therewith. The holders of a majority of the WCP Registrable Securities, the holders of a majority of the Xxxx Registrable Securities or the holders of a majority of the Advent Registrable Securities shall make such election by delivering to the Company a written request (a “Shelf Offering Request”) for such offering specifying the number of Shelf 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 Request, the Company shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Request to all other holders of Shelf Registrable Securities. The Company shall include in such Shelf Offering the Shelf Registrable Securities of any other holder of Shelf 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 Shelf Registrable Securities intended to be disposed of by such holder) within five business days after the receipt of the Shelf Offering Notice. Each holder of Shelf Registrable Securities agrees that such holder shall treat as confidential the receipt of the Shelf Offering Notice and shall not disclose or use the information contained in such 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 the holder in breach of the terms of this Agreement. For the avoidance of doubt, Registrable Securities registered on a Shelf Registration Statement may be sold at any time, or from time to time, in non-underwritten transactions, without requiring notice to or participation by any other party. (b) Notwithstanding the foregoing, if the holders of a majority of the WCP Registrable Securities, a majority of the Xxxx Registrable Securities or a majority of the Advent Registrable Securities wish to engage in an underwritten block trade off of a Shelf Registration Statement (including off of the Company’s existing registration statement on Form S-3 or Form S-3ASR) (either through filing an Automatic Shelf Registration Statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, such holders only need to notify the Company of the block trade Shelf Offering three business days prior to the day such offering is to commence and the Company shall notify other holders of Registrable Securities and such other holders of Registrable Securities must elect whether or not to participate on the day prior to the day such offering is to commence and the Company shall as expeditiously as possible use its reasonable best efforts to remain facilitate such offering (which may close as early as three business days after the date it commences); provided that the holders of a WKSI (and not become an ineligible issuer (as defined in Rule 405 under majority of the Securities Act)) during the period during which the Sponsor Registrable Securities remain Registrable Securities. If participating in 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 block trade shall use its reasonable best efforts to refile work with the shelf Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the underwritten block trade. (c) The Company shall, at the request of the holders of a majority of the WCP Registrable Securities, the request of the holders of a majority of the Xxxx Registrable Securities or the request of the holders of a majority of the Advent Registrable Securities, in each case, which either are or are eligible to be included in a Shelf Registration Statement (including the Company’s existing registration statement on Form S-3 andor Form S-3ASR), file any prospectus supplement or, if such form the applicable Shelf Registration Statement is not availablean Automatic Shelf Registration Statement, Form S-1 any post-effective amendments and keep such registration statement effective during the period during which such registration statement is required otherwise take any action necessary to be kept effective hereunder. The Holders may use such Form S-3 to dispose of their Registrable Securities on a non-underwritten basis, include therein all disclosure and may utilize such Form S-3 on an underwritten basis if requested language deemed necessary or advisable 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 Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering majority of the securities WCP Registrable Securities, Xxxx Registrable Securities or Advent Registrable Securities to the Holders) in order to ensure that the Holders may be added to effect such shelf registration statement at a later time through the filing of a prospectus supplement rather than a post-effective amendmentShelf Offering.