Common use of Shelf Underwritten Offering Clause in Contracts

Shelf Underwritten Offering. At any time and from time to time following the effectiveness of the Resale Shelf Registration Statement required by Section 2.3.1, any Holder may request to sell all or a portion of their Registrable Securities in an underwritten offering that is registered pursuant to such shelf registration statement, including a Block Trade (a “Shelf Underwritten Offering”) provided that such Holder(s) (a) reasonably expects to sell Registrable Securities yielding aggregate gross proceeds in excess of $25,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Take Down Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within three (3) days after receipt of any Shelf Take Down Notice, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to the provisions of Section 2.1.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the Holders after consultation with the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this Section 2.3.4, subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations as are customary in underwritten offerings of securities by the Company.

Shelf Underwritten Offering. At any time and from time In the event that one or more Selling Holders (the “Offering Holders”) elect to time following dispose of Registrable Securities totaling five percent (5%) or more (the effectiveness “Minimum Amount”) of the Resale outstanding Company Common Stock under a Shelf Registration Statement required by Section 2.3.1, any Holder may request to sell all or a portion of their Registrable Securities in an underwritten offering that is registered pursuant to such shelf registration statement, including a Block Trade (a “Shelf an Underwritten Offering”) provided that such Holder(s) (a) reasonably expects to sell Registrable Securities yielding aggregate gross proceeds in excess of $25,000,000 from such Shelf Underwritten Offering or (b) reasonably expects to sell all of the Registrable Securities held by such Holder in such Shelf Underwritten Offering. All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Take Down Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within three (3) days after receipt of any Shelf Take Down Notice, the Company shall give written notice shall, at the request of such requested Shelf Underwritten the Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) andHolders, subject to the provisions agreement of Section 2.1.4, shall include in the Company on the form of such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein(whether a typical underwritten offering, within five (5) days after sending the Company Shelf Takedown Noticeor an overnight or bought deal), or, in the case of a Block Trade, as provided in Section 2.5. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Managing Underwriter or Managing Underwriters selected by the Holders after consultation with the Company pursuant to Section 2.2.3 and shall take all such other reasonable actions as are requested by the managing Managing Underwriter or Underwriters of such Underwritten Offering and/or the Offering Holders in order to expedite or facilitate the disposition of such Registrable SecuritiesSecurities (a “Shelf Underwritten Offering”); provided, however, that the Company shall have no obligation to facilitate more than two Shelf Underwritten Offerings that are initiated by the Holders pursuant to this Section 2.2.1. In connection with If any Selling Holder disapproves of the terms of a Shelf Underwritten Offering contemplated by this Section 2.3.42.2.1, such Selling Holder may elect to withdraw therefrom by notice to the Company and the Managing Underwriter of such Shelf Underwritten Offering at any time prior to the execution of an underwriting agreement with respect to such offering. Upon delivery of such a notice by all of the Offering Holders or by a number of Selling Holders such that the remaining Registrable Securities subject to Section 3.3 and Article IVsuch Shelf Underwritten Offering is less than the Minimum Amount, the underwriting agreement into which each Holder and (i) such Shelf Underwritten Offering shall be deemed to be withdrawn, (ii) the Company may, at its option, cease all efforts to conduct such Shelf Underwritten Offering, (iii) the first such withdrawn Shelf Underwritten Offering shall enter not count against the limitation on Shelf Underwritten Offerings set forth in the first sentence of this Section 2.2.1, and (iv) any subsequent withdrawn Shelf Underwritten Offering shall contain such representations, covenants, indemnities count against the limitation on Shelf Underwritten Offerings set forth in the first sentence of this Section 2.2.1 unless (a) each Selling Holder shall have paid or reimbursed the Company for its pro rata share of all commercially reasonable and other rights documented fees and obligations as are customary in underwritten offerings of securities expenses incurred by the Company in connection with the withdrawn Shelf Underwritten Offering (based on the number of Registrable Securities each such Selling Holder sought to include in such Shelf Underwritten Offering) or (b) the withdrawal is made a result of the Company’s exercise of its suspension rights under Section 3.3.

Shelf Underwritten Offering. At any time time, and from time to time following time, during the effectiveness Initial Registration Period (as extended pursuant to Section 2.1.2 and except during a suspension as set forth in Section 3.2), the holder(s) of a majority of the Resale Shelf Restricted Shares then issued and outstanding (in each case to the extent a Stockholder hererunder) may notify the Registrants of its intent to sell Restricted Shares covered by the Registration Statement required by Section 2.3.1, any Holder may request to sell all (in whole or a portion of their Registrable Securities in part) in an underwritten offering that is registered pursuant to such shelf registration statement, including a Block Trade (a “Shelf Underwritten Offering”) ); provided that such Holder(s) (a) reasonably expects the Registrants shall not be obligated to sell Registrable Securities yielding participate in more than three underwritten offerings during any twelve-month period. Such notice shall specify the aggregate gross proceeds in excess number of $25,000,000 from such Shelf Underwritten Offering or (b) reasonably expects Restricted Shares requested to sell all of the Registrable Securities held by such Holder be registered in such Shelf Underwritten Offering. All requests for If the Shareholder proposes to distribute securities through a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Take Down Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within three (3) days after receipt of any Shelf Take Down Noticethat involves an Underwriter or Underwriters, the Company shall give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to the provisions of Section 2.1.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company it shall enter into an underwriting agreement in a customary form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected for such Shelf Underwritten Offering and complete and execute any questionnaires, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required under the terms of such underwriting agreement, and furnish to the Registrants such information as the Registrants may reasonably request in writing for inclusion in the Shelf Underwritten Offering. Upon receipt by the Holders after consultation Registrants of a notice for a Shelf Underwritten Offering, the Registrants shall comply with the Company applicable provisions of Section 3, including, without limitation, those provisions relating to the Registrants’ obligation to make filings with the Commission, participate in “road shows” and obtain opinions and “comfort” letters, and shall take all such other reasonable actions as are requested by reasonably necessary or appropriate to permit the managing Underwriter or Underwriters in order to expedite or facilitate the disposition consummation of such Shelf Underwritten Offering as promptly as practicable. Each Shelf Underwritten Offering shall be for the sale of an amount of Restricted Shares equal to or greater than the Registrable SecuritiesAmount. In connection with any Shelf Underwritten Offering contemplated by this Section 2.3.4, subject to Section 3.3 and Article IVOffering, the underwriting agreement into Shareholder shall select the investment banker or investment bankers and managers that will serve as lead and co- managing underwriters with respect to the offering of such Restricted Shares, which each Holder and shall be reasonably acceptable to the Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations as are customary in underwritten offerings of securities by the CompanyRegistrants.

Shelf Underwritten Offering. At any time time, and from time to time following time, during the effectiveness Initial Registration Period (as extended pursuant to Section 2.1.2 and except during a suspension as set forth in Section 3.2), the holders of a majority of the Resale Shelf Restricted Shares then issued and outstanding (in each case to the extent a Stockholder hereunder) may notify the Company of their intent to sell Restricted Shares covered by the Registration Statement required by Section 2.3.1, any Holder may request to sell all (in whole or a portion of their Registrable Securities in part) in an underwritten offering that is registered pursuant to such shelf registration statement, including a Block Trade (a “Shelf Underwritten Offering”) ); provided that such Holder(sthe Company shall not be obligated to participate in more than three underwritten offerings during any twelve-month period. Such notice shall specify (i) (a) reasonably expects the aggregate number of Restricted Shares requested to sell Registrable Securities yielding aggregate gross proceeds be registered in excess of $25,000,000 from such Shelf Underwritten Offering or and (bii) reasonably expects to sell all the identity of the Registrable Securities held by such Holder in Stockholder(s) requesting such Shelf Underwritten Offering. All requests for a Upon receipt by the Company of such notice, the Company shall use its best efforts to give written notice of the Shelf Underwritten Offering to the Stockholder(s) not included in the notice set forth above as soon as practicable before the anticipated date of the pricing of the Shelf Underwritten Offering, which notice shall offer to such holders of Restricted Shares the opportunity to include in such underwritten offering the number of Restricted Shares as such holders request in writing within promptly following receipt of such notice. The Company and the Stockholder(s) requesting such Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Take Down Notice”). Each Shelf Takedown Notice shall specify the approximate number of Registrable Securities proposed cause such Restricted Shares to be sold included in the Shelf Underwritten Offering and shall use commercially reasonable efforts to cause the expected price range (net managing Underwriter or Underwriters of underwriting discounts and commissions) of such Shelf Underwritten Offering. Within three (3) days after receipt of any Shelf Take Down Notice, the Company shall give written notice of such requested a proposed Shelf Underwritten Offering to all other Holders of Registrable Securities (permit the “Company Shelf Takedown Notice”) and, subject Restricted Shares requested to the provisions of Section 2.1.4, shall include be included in such Shelf Underwritten Offering all Registrable Securities to be included on the same terms and conditions as any similar securities of the other Stockholder(s) and to permit the sale or other disposition of such Restricted Shares in accordance with respect the intended method(s) of distribution thereof. All holders of Restricted Shares who propose to which the Company has received written requests for inclusion therein, within five (5) days after sending the Company distribute securities through a Shelf Takedown Notice, or, in the case of a Block Trade, as provided in Section 2.5. The Company Underwritten Offering that involves an Underwriter or Underwriters shall enter into an underwriting agreement in a customary form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected for such Shelf Underwritten Offering and complete and execute any questionnaires, indemnities, lock-up agreements, securities escrow agreements and other documents reasonably required under the terms of such underwriting agreement, and furnish to the Company such information as the Company may reasonably request in writing for inclusion in the Shelf Underwritten Offering. Upon receipt by the Holders after consultation Company of a notice for a Shelf Underwritten Offering, the Company shall comply with the Company applicable provisions of Section 3, including, without limitation, those provisions relating to the Company’s obligation to make filings with the Commission, participate in “road shows” and obtain opinions and “comfort” letters, and shall take all such other reasonable actions as are requested by reasonably necessary or appropriate to permit the managing Underwriter or Underwriters in order to expedite or facilitate the disposition consummation of such Shelf Underwritten Offering as promptly as practicable. Each Shelf Underwritten Offering shall be for the sale of an amount of Restricted Shares equal to or greater than the Registrable SecuritiesAmount. In connection with any Shelf Underwritten Offering contemplated by this Section 2.3.4Offering, subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the Company shall enter select the investment banker or investment bankers and managers that will serve as lead and co-managing underwriters with respect to the offering of such Restricted Shares, which shall contain be reasonably acceptable to the Stockholders participating in such representations, covenants, indemnities and other rights and obligations as are customary Shelf Underwritten Offering that hold a majority of the Restricted Shares included in underwritten offerings of securities by the Companysuch Shelf Underwritten Offering.