Common use of Shelf Take-Down Procedures Clause in Contracts

Shelf Take-Down Procedures. At any time that a Shelf Registration is effective, if the Investor on behalf of holders of the Investor Registrable Securities delivers a notice to the Company (a “Take-Down Notice”) stating that they intend to effect an offering of all or part of the Investor Registrable Securities included on such registration, whether such offering is underwritten or non-underwritten (a “Shelf Offering”) and stating the number of the Investor Registrable Securities to be included in the Shelf Offering, then the Company shall amend or supplement such registration as may be necessary in order to enable such Investor Registrable Securities to be distributed pursuant to the Shelf Offering. The Company will not be obligated to effect any Shelf Offering unless the reasonably anticipated aggregate gross proceeds from the sale of Investor Registrable Securities from such Shelf Offering are at least $15 million; provided that if the Investor is proposing a Shelf Offering to sell all of the remaining Investor Registrable Securities (assuming the exercise in full of any over-allotment option), the $15 million minimum Shelf Offering limit shall not apply. In connection with any Shelf Offering that is an underwritten offering, in the event that the managing underwriter(s) advises the Company in writing that in its opinion the number of Investor Registrable Securities to be included in such Shelf Offering exceeds the number of Investor Registrable Securities which can be sold therein without adversely affecting the marketability of the offering, such managing underwriter(s) may limit the number of Investor Registrable Securities which would otherwise be included in such Shelf Offering in the same manner as is described in Section 1.5. The Company shall deliver the Take-Down Notice to all other holders of Investor Registrable Securities included on such Shelf Registration and permit each such holder to include its Investor Registrable Securities included on such registration in the Shelf Offering if such holder notifies the Investor and the Company within five (5) days after delivery of the Take-Down Notice to such holder.