Common use of Underwriting Notice Clause in Contracts

Underwriting Notice. In the event that the Holders of 50% or more of the Registrable Securities outstanding at such time (and, with respect to Riverstone, as otherwise permitted by the last sentence of this Section 2.2.1) shall seek to undertake an underwritten offering of any Registrable Securities pursuant to the Shelf Registration Statement, such Holders shall first give written notice thereof (the "Underwriting Notice", and each such party giving notice, a "Notifying Holder") to the other Holders (the "Receiving Holders") and the Company at least ten (10) Business Days prior to the anticipated initiation of such underwritten offering, specifying the number of Registrable Securities sought to be offered. The Company shall advise the Notifying Holders and the Receiving Holders and each Receiving Holder shall advise the Notifying Holders and the Company in writing within five (5) Business Days after receipt of such Underwriting Notice (or if the Notifying Holders intend to execute the underwriting agreement with respect to such underwritten offering prior to such date, the Notifying Holders shall so notify the Company and the Receiving Holders in the Underwriting Notice, and the Company and each Receiving Holder shall advise the Notifying Holder in writing on or before the date on which the underwriting agreement is executed but no less than five (5) Business Days after receipt of such Underwriting Notice), specifying the number, if any, of shares of Common Stock of the Company or Registrable Securities the Company and such Receiving Holders, as applicable, seek to include in such underwritten offering (each a "Piggyback Notice"), and subject to the next sentence, such shares of Common Stock of the Company and Registrable Securities shall be included in such underwritten offering. If the managing underwriter shall advise the Company and Holders in writing that, in its opinion, the number of securities requested to be included in such underwritten offering exceeds the number which can be sold in such offering without adversely affecting the offering, including with respect to price, the Company and Holders will include in such underwritten offering, to the extent of the number which the Holders are so advised can be sold in such offering, (i) first, a pro rata amount, based upon the number of Registrable Securities sought to be offered by each Holder as set forth in the Underwriting Notice and the Piggyback Notice, (ii) second, securities of the Company sought to be offered by the Company as set forth in the Piggyback Notice and (iii) third, securities of the Company held by other Persons having registration rights existing as of the date of this Agreement or granted in accordance with Section 2.3.5 hereof proposed to be included in such registration by the holders thereof. Notwithstanding anything contained herein to the contrary, and whether or not Riverstone owns 50% or more of the Registrable Securities outstanding at such time, Riverstone shall be entitled to be the Notifying Holder for at least one of the three underwritten offerings permitted herein, so long as Riverstone holds greater than the minimum amount specified in Section 2.2.2(D) hereof.

Underwriting Notice. In the event that the Holders of 50% any Investor holding thirty percent (30%) or more of the Registrable Securities then outstanding at such time (and, and with respect to Riverstonethe Holder, as otherwise permitted by the last sentence of this Section 2.2.1) shall seek to undertake an underwritten offering of any Registrable Securities (including, without limitation, in connection with any security issued by the Holder that is convertible into or exchangeable for any Registrable Security) pursuant to the Shelf Registration Statement, such Holders Investors shall first give written notice thereof to the Company (the "“Underwriting Notice", ” and each such party giving notice, a "“Notifying Holder"Investor”) to the other Holders Investors (the "“Receiving Holders"Investors”) and the Company at least ten (10) Business Days prior to the anticipated initiation of such underwritten offering, specifying the number of Registrable Securities sought to be offered. The Company shall advise the Notifying Holders Investor and the Receiving Holders Investors and each Receiving Holder Investor shall advise the Notifying Holders Investor and the Company in writing within five (5) Business Days after receipt of such Underwriting Notice (or if the Notifying Holders Investors intend to execute the underwriting agreement with respect to such underwritten offering prior to such date, the Notifying Holders Investors shall so notify the Company and the Receiving Holders Investors in the Underwriting Notice, and the Company and each Receiving Holder Investor shall advise the Notifying Holder Investor and the Company in writing on or before the date on which the underwriting agreement is executed but no less than five (5) Business Days after receipt of such Underwriting Notice), specifying the number, if any, of shares of Common Stock of the Company or Registrable Securities the Company and that such Receiving HoldersInvestors, as applicable, seek to include in such underwritten offering (each a "“Piggyback Notice"”), and subject to the next sentence, such shares of Common Stock of the Company and Registrable Securities shall be included in such underwritten offering. If the managing underwriter of the underwritten offering pursuant to which Registrable Securities are included pursuant to this Section 2.2 shall advise the Company and Holders the Investors in writing that, in its opinionview, the number of securities requested to be included in such underwritten offering exceeds the largest number of securities which can be sold in such offering without adversely affecting the offering, including with respect to pricethe price at which such shares can be sold (the “Maximum Offering Size”), the Company and Holders the Investors will include in such underwritten offering, to the extent of the number which the Holders Investors are so advised can be sold in such offering, (i) first, a pro rata amount, based upon the number of Registrable Securities sought to be offered by each Holder Investor as set forth in the Underwriting Notice and the Piggyback Notice, (ii) second, securities of the Company sought to be offered by the Company as set forth in the Piggyback Notice and (iii) third, securities of the Company held by other Persons having registration rights existing as of the date of this Agreement or granted in accordance with Section 2.3.5 hereof proposed to be included in such registration by the holders thereof. Notwithstanding anything contained herein to the contrary, and whether or not Riverstone the Holder owns 5030% (thirty percent) or more of the Registrable Securities outstanding at such time, Riverstone the Holder shall be entitled to be the sole Notifying Holder Investor for at least one of the three underwritten offerings permitted herein, so long as Riverstone holds greater the Underwriting Notice given by the Holder covers not less than the minimum amount specified in Section 2.2.2(D2.2.4(C) hereof.

Underwriting Notice. In the event that the Holders of 50% any Investor holding thirty percent (30%) or more of the Registrable Securities then outstanding at such time (and, and with respect to Riverstonethe Holder, as otherwise permitted by the last sentence of this Section 2.2.1) shall seek to undertake an underwritten offering of any Registrable Securities (including, without limitation, in connection with any security issued by the Holder that is convertible into or exchangeable for any Registrable Security) pursuant to the Shelf Registration Statement, such Holders Investors shall first give written notice thereof to the Company (the "Underwriting Notice", " and each such party giving notice, a "Notifying HolderInvestor") to the other Holders Investors (the "Receiving HoldersInvestors") and the Company at least ten (10) Business Days prior to the anticipated initiation of such underwritten offering, specifying the number of Registrable Securities sought to be offered. The Company shall advise the Notifying Holders Investor and the Receiving Holders Investors and each Receiving Holder Investor shall advise the Notifying Holders Investor and the Company in writing within five (5) Business Days after receipt of such Underwriting Notice (or if the Notifying Holders Investors intend to execute the underwriting agreement with respect to such underwritten offering prior to such date, the Notifying Holders Investors shall so notify the Company and the Receiving Holders Investors in the Underwriting Notice, and the Company and each Receiving Holder Investor shall advise the Notifying Holder Investor and the Company in writing on or before the date on which the underwriting agreement is executed but no less than five (5) Business Days after receipt of such Underwriting Notice), specifying the number, if any, of shares of Common Stock of the Company or Registrable Securities the Company and that such Receiving HoldersInvestors, as applicable, seek to include in such underwritten offering (each a "Piggyback Notice"), and subject to the next sentence, such shares of Common Stock of the Company and Registrable Securities shall be included in such underwritten offering. If the managing underwriter of the underwritten offering pursuant to which Registrable Securities are included pursuant to this Section 2.2 shall advise the Company and Holders the Investors in writing that, in its opinionview, the number of securities requested to be included in such underwritten offering exceeds the largest number of securities which can be sold in such offering without adversely affecting the offering, including with respect to pricethe price at which such shares can be sold (the "Maximum Offering Size"), the Company and Holders the Investors will include in such underwritten offering, to the extent of the number which the Holders Investors are so advised can be sold in such offering, (i) first, a pro rata amount, based upon the number of Registrable Securities sought to be offered by each Holder Investor as set forth in the Underwriting Notice and the Piggyback Notice, (ii) second, securities of the Company sought to be offered by the Company as set forth in the Piggyback Notice and (iii) third, securities of the Company held by other Persons having registration rights existing as of the date of this Agreement or granted in accordance with Section 2.3.5 hereof proposed to be included in such registration by the holders thereof. Notwithstanding anything contained herein to the contrary, and whether or not Riverstone the Holder owns 5030% (thirty percent) or more of the Registrable Securities outstanding at such time, Riverstone the Holder shall be entitled to be the sole Notifying Holder Investor for at least one of the three underwritten offerings permitted herein, so long as Riverstone holds greater the Underwriting Notice given by the Holder covers not less than the minimum amount specified in Section 2.2.2(D2.2.4(C) hereof.