Common use of Shelf Takedowns Clause in Contracts

Shelf Takedowns. At any time during which the Company has effective a shelf registration pursuant to Rule 415 under the Securities Act with respect to such Holder’s Shares, any Xxxx Fund (the “Shelf Takedown Holders”), by notice to the Company specifying the intended method or methods of disposition, may request that the Company effect an underwritten offering of the Shelf Takedown Holder’s Shares that are subject to such registration statement (an “Underwritten Shelf Takedown”) of all or a specified part of the Registrable Securities held by such Shelf Takedown Holder; provided, however, that the value of Registrable Securities that the Shelf Takedown Holder together with Shares owned by its Affiliated Funds proposes to sell in an Underwritten Shelf Takedown is at least Twenty-Five Million Dollars ($25,000,000) or such lower amount as agreed by the Board. The Company will not be obligated to take any action to effect any such Underwritten Shelf Takedown pursuant to this Section 3.1.3 if an Underwritten Shelf Takedown requested under this Section 3.1.3 was consummated within the preceding 90 days (unless otherwise consented to by the Board).

Shelf Takedowns. At any time during which the Company has effective a shelf registration pursuant to Rule 415 under the Securities Act with respect to such Holder’s SharesShares held by the Xxxx Investors or the Blackstone Investors (each, any Xxxx Fund (the a “Shelf Takedown HoldersInvestor”), such Shelf Takedown Investor, by notice to the Company specifying the intended method or methods of disposition, may request that the Company effect an underwritten offering of the Shelf Takedown HolderInvestor’s Shares that are subject to such registration statement (an “Underwritten Shelf Takedown”) of all or a specified part of the Registrable Securities held by such Shelf Takedown HolderInvestor; provided, however, that the value of Registrable Securities that the Shelf Takedown Holder together with Shares owned by its Affiliated Funds Investor proposes to sell in an Underwritten Shelf Takedown is at least Twenty-Five Million Dollars fifty million dollars ($25,000,00050,000,000) or such lower amount as agreed by the BoardCompany and such Shelf Takedown Investor. The Company will shall not be obligated to take any action to effect any such Underwritten Shelf Takedown pursuant to this Section 3.1.3 3.1.2 if an Underwritten Shelf Takedown requested under this Section 3.1.3 3.1.2 was consummated within the preceding 90 days (unless otherwise consented to by the BoardCompany). For the avoidance of doubt, only the Xxxx Investors and the Blackstone Investors may qualify as a “Shelf Takedown Investor” for the purposes of this Section 3.1.2.

Shelf Takedowns. At any time during which the Company has effective a shelf registration pursuant to Rule 415 under the Securities Act with respect to such Holderstockholder’s Sharesshares, any Xxxx Fund Class A Holder or Class T Holder (the “Shelf Takedown HoldersHolder”), by notice to the Company specifying the intended method or methods of disposition, may request that the Company effect an underwritten offering of the such Shelf Takedown Holder’s Holders’ Shares that are subject to such registration statement (an “Underwritten Shelf Takedown”) of all or a specified part of the Registrable Securities held by such Shelf Takedown HolderHolders; provided, however, that the value of Registrable Securities that the such Shelf Takedown Holder together with Shares owned by its Affiliated Funds proposes Holders propose to sell in an Underwritten underwritten Shelf Takedown is at least Twenty-Five Fifty Million Dollars ($25,000,000) or such lower amount as agreed by the Board50,000,000). The Company will not be obligated to take any action to effect any such Underwritten Shelf Takedown pursuant to this Section 3.1.3 2.1(b) if an Underwritten Shelf Takedown requested under this Section 3.1.3 2.1(b) was consummated within the preceding 90 days (unless otherwise consented to by the Board).

Shelf Takedowns. At any time during which the Company has effective a shelf registration pursuant to Rule 415 under the Securities Act with respect to such Holder’s Shares, any Xxxx Fund (the “Shelf Takedown HoldersHolder”), by notice to the Company specifying the intended method or methods of disposition, may request that the Company effect an underwritten offering of the Shelf Takedown Holder’s Shares that are subject to such registration statement (an “Underwritten Shelf Takedown”) of all or a specified part of the Registrable Securities held by such Shelf Takedown Holder; provided, however, that the value of Registrable Securities that the Shelf Takedown Holder together with Shares owned by its Affiliated Funds proposes to sell in an Underwritten Shelf Takedown is at least Twenty-Five Million Dollars ($25,000,000) or such lower amount as agreed by the Board. The Company will shall not be obligated to take any action to effect any such Underwritten Shelf Takedown pursuant to this Section 3.1.3 2.1.2 if an Underwritten Shelf Takedown requested under this Section 3.1.3 2.1.2 was consummated within the preceding 90 days (unless otherwise consented to by the Board).

Shelf Takedowns. At any time during which the Company has effective a shelf registration pursuant to Rule 415 under the Securities Act with respect to such Holder’s Shares, any Xxxx THL Fund (the “Shelf Takedown HoldersHolder”), by notice to the Company specifying the intended method or methods of disposition, may request that the Company effect an underwritten offering of the Shelf Takedown Holder’s Shares that are subject to such registration statement (an “Underwritten Shelf Takedown”) of all or a specified part of the Registrable Securities held by such Shelf Takedown Holder; provided, however, that the value of Registrable Securities that the Shelf Takedown Holder together with Shares owned by its Affiliated Funds proposes to sell in an Underwritten Shelf Takedown is at least Twenty-Five Twenty Million Dollars ($25,000,00020,000,000) or such lower amount as agreed by the Board. The Company will shall not be obligated to take any action to effect any such Underwritten Shelf Takedown pursuant to this Section 3.1.3 if an Underwritten Shelf Takedown requested under this Section 3.1.3 was consummated within the preceding 90 days (unless otherwise consented to by the Board).

Shelf Takedowns. At any time during which the Company has effective a shelf registration pursuant to Rule 415 under the Securities Act with respect to such Holder’s Shares, any Xxxx Fund Holder (the “Shelf Takedown HoldersHolder”), by notice to the Company specifying the intended method or methods of disposition, may request that the Company effect an underwritten offering of the Shelf Takedown Holder’s Shares that are subject to such registration statement (an “Underwritten Shelf Takedown”) of all or a specified part of the Registrable Securities held by such Shelf Takedown Holder; provided, however, that the value of Registrable Securities that the Shelf Takedown Holder together with Shares owned by its Affiliated Funds proposes to sell in an Underwritten Shelf Takedown is at least Twenty-Five Million Dollars twenty five million dollars ($25,000,000) or such lower amount as agreed by the Board. The Company will shall not be obligated to take any action to effect any such Underwritten Shelf Takedown pursuant to this Section 3.1.3 if an Underwritten Shelf Takedown requested under this Section 3.1.3 was consummated within the preceding 90 days (unless otherwise consented to by the Board).