Common use of Subject to Section 3 Clause in Contracts

Subject to Section 3. 4, at any time and from time to time after a Shelf has been declared effective by the Commission, the Sponsor may request to sell all or any portion of its Registrable Securities in an underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $10,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least five (5) Business Days prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown the securities requested to be included by any holder (each a “Takedown Requesting Holder”) at least two (2) Business Days prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such holder (including to those set forth herein). The Sponsor shall have the right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed. The Demanding Holders may demand an aggregate of not more than four (4) Underwritten Shelf Takedowns pursuant to this Agreement), and the Company is not obligated to effect (x) more than two (2) Underwritten Shelf Takedowns per year or (y) an Underwritten Shelf Takedown within sixty (60) days after the closing of a prior Underwritten Shelf Takedown. The Company shall use its commercially reasonable efforts to effect such Underwritten Shelf Takedowns, including the filing of any prospectus supplement or any post-effective amendments and otherwise taking any action necessary to include therein all disclosure and language deemed necessary or advisable by the Demanding Holder to effect such Underwritten Shelf Takedown. For purposes of clarity, any Registration effected pursuant to this subsection 2.3.3 shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

Subject to Section 3. 42.6, at any time and from time to time after promptly upon receipt of a Shelf has been declared effective by the Commission, the Sponsor may request to sell all or any portion of its Registrable Securities Takedown Request (but in an underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $10,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least five (5) no event more than three Business Days prior to the public announcement of such thereafter) for any Underwritten Shelf Takedown, which the Company shall specify the approximate number of deliver a notice (a “Shelf Takedown Notice”) to each other Holder with Registrable Securities proposed covered by the applicable Registration Statement, or to be sold in the Underwritten all other Holders if such Registration Statement is undesignated (each a “Potential Takedown Participant”). The Shelf Takedown and Notice shall offer each such Potential Takedown Participant the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall opportunity to include in any Underwritten Shelf Takedown such number of Registrable Securities as each such Potential Takedown Participant may request in writing. Subject to Section 3.2.7, the securities requested Company shall include in the Underwritten Shelf Takedown all such Registrable Securities with respect to be included by any holder (each a “Takedown Requesting Holder”) at least two (2) which the Company has received written requests for inclusion therein within three Business Days prior after the date that the Shelf Takedown Notice has been delivered to such Holder (or within twenty-four hours after the public announcement time that the Shelf Takedown Notice has been delivered to such Holder if such notice relates to a Block Trade Offering). Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant upon execution of the Underwriting Agreement in respect of such Underwritten Shelf Takedown; provided, however, that, in a Block Trade Offering, each such Potential Takedown pursuant Participant that elects to written contractual piggyback registration rights participate may condition its participation on such Block Trade Offering being completed (i) within one (1) Business Day of its acceptance and (ii) at a price per share (after giving effect to any underwriters’ discounts or commissions) to such holder Potential Takedown Participant of not less than 92% (including or such lesser percentage specified by such Potential Takedown Participant in writing) of the closing price for the shares on their principal trading market on the Business Day immediately prior to those set forth hereinsuch Block Trade Offering (the “Participation Conditions”). The Sponsor shall have Notwithstanding the right to select the underwriter(s) for such offering (which shall consist delivery of one or more reputable nationally recognized investment banks)any Shelf Takedown Notice, but subject to the Company’s prior approval which shall not be unreasonably withheldParticipation Conditions in any Block Trade Offering, conditioned or delayed. The Demanding Holders may demand an aggregate of not more than four (4) Underwritten Shelf Takedowns pursuant all determinations as to this Agreement), and the Company is not obligated whether to effect (x) more than two (2) Underwritten Shelf Takedowns per year or (y) an complete any Underwritten Shelf Takedown within sixty (60) days after and as to the closing timing, manner, price, size and other terms of a prior any Underwritten Shelf Takedown. The Company Takedown contemplated by this Section 3.2.5 shall use its commercially reasonable efforts to effect such Underwritten Shelf Takedowns, including the filing of any prospectus supplement or any post-effective amendments and otherwise taking any action necessary to include therein all disclosure and language deemed necessary or advisable be determined by the Demanding Holder to effect such Underwritten Shelf Takedown. For purposes Principal Stockholder selling the greatest number of clarity, any Registration effected pursuant to this subsection 2.3.3 shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereofRegistrable Securities.