Common use of Shelf Takedown Clause in Contracts

Shelf Takedown. (a) At any time during which the Company has an effective Shelf Registration Statement with respect to Registrable Securities held by the PG Investor, by notice to the Company specifying the intended method or methods of disposition thereof, the PG Investor may make a written request (a “Shelf Takedown Request”) to the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of the PG Investor’s Registrable Securities that are covered by such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose; provided that any Shelf Takedown Request to effect an Underwritten Shelf Takedown shall be required to be in respect of at least $50 million in anticipated aggregate net proceeds from all shares sold pursuant to such Registration (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering written notice pursuant to Section 3.2.5(b) or otherwise) unless a lesser amount is then held by the participating Holders, in which case such request may only be made in respect of all Registrable Securities held by such Holders.

Shelf Takedown. (a) At any time during which the Company has an effective Shelf Registration Statement with respect to Registrable Securities held by the PG a Sponsor Investor or Management Investor, by notice to the Company specifying the intended method or methods of disposition thereof, such Sponsor Investor or the PG Investor CEO, on behalf of such Management Investor, may make a written request (a “Shelf Takedown Request”) to the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of the PG Investorsuch Holder’s Registrable Securities that are covered by such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose; provided that any Underwritten Shelf Takedown Request to effect an Underwritten Shelf Takedown shall be required to be in respect of at least $50 million in anticipated aggregate net proceeds from all shares sold pursuant to such Registration in the aggregate (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering a written notice pursuant to Section 3.2.5(b) or otherwise) )), unless a lesser amount is then held by the participating HoldersHolders requesting to participate in such offering, in which case such request may only be made in respect of all Registrable Securities held by such Holders.

Shelf Takedown. (a) At any time during which the Company has an effective Shelf Registration Statement with respect to Registrable Securities held by the PG TPG Investor, by notice to the Company specifying the intended method or methods of disposition thereof, the PG TPG Investor may make a written request (a “Shelf Takedown Request”) to the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of the PG TPG Investor’s Registrable Securities that are covered by such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose; provided that any Shelf Takedown Request to effect an Underwritten Shelf Takedown shall be required to be in respect of at least $50 100 million in anticipated aggregate net proceeds from all shares sold pursuant to such Registration in the aggregate (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering a written notice pursuant to Section 3.2.5(b) or otherwise) )), unless a lesser amount is then held by the participating HoldersHolders requesting to participate in such offering, in which case such request may only be made in respect of all Registrable Securities held by such Holders.

Shelf Takedown. (a) At any time during which the Company has an effective Shelf Registration Statement with respect to Registrable Securities held by the PG Intel Investor, the TPG Investor or the TB Investor, by notice to the Company specifying the intended method or methods of disposition thereof, the PG Investor such Holder may make a written request (a “Shelf Takedown Request”) to the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of the PG Investorsuch Holder’s Registrable Securities that are covered by such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose; provided that any Underwritten Shelf Takedown Request to effect an Underwritten Shelf Takedown shall be required to be in respect of at least $50 100 million in anticipated aggregate net proceeds from all shares sold pursuant to such Registration in the aggregate (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering a written notice pursuant to Section 3.2.5(b) or otherwise) )), unless a lesser amount is then held by the participating HoldersHolders requesting to participate in such offering, in which case such request may only be made in respect of all Registrable Securities held by such Holders.

Shelf Takedown. (a) At any time during which the Company has an effective Shelf Registration Statement with respect to Registrable Securities held by any of the PG InvestorPrincipal Stockholders or is a WKSI, by notice to the Company specifying the intended method or methods of disposition thereof, the PG Investor such Holder may make a written request (a “Shelf Takedown Request”) to the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of the PG Investorsuch Holder’s Registrable Securities that are covered by such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose; provided provided, that any Underwritten Shelf Takedown Request to effect an Underwritten Shelf Takedown shall be required to be in respect of at least $50 million in anticipated aggregate net proceeds from all shares sold pursuant to such Registration in the aggregate (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering delivery of a written notice pursuant to provided for in Section 3.2.5(b) or otherwise) ), unless a lesser amount is then held by the participating Holdersinitiating Holder, in which case case, such request may only be made only in respect of all Registrable Securities held by such HoldersHolder.