Common use of Underwritten Block Trades Clause in Contracts

Underwritten Block Trades. Notwithstanding the foregoing, if a Shelf Takedown Requesting Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) in an Underwritten Shelf Takedown then notwithstanding the foregoing time periods, such Shelf Takedown Requesting Holder only needs to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Company shall notify other Holders on the same day and such other Holders must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the day such offering is to commence), and the Company shall, subject to Section 2(f), use its commercially reasonable efforts to facilitate such Underwritten Shelf Takedown (which may close as early as three (3) Business Days after the date it commences); provided, however, that the Shelf Takedown Requesting Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade.

Underwritten Block Trades. Notwithstanding the foregoing, if a Shelf Takedown Requesting Controlling Holder wishes to engage in an underwritten block trade pursuant to a Shelf Registration Statement (either through filing an Automatic Shelf Registration Statement or similar transaction or other transaction with through a 2take-day or less marketing period (collectivelydown from an existing Shelf Registration Statement), “Underwritten Block Trade”) in an Underwritten Shelf Takedown then notwithstanding the foregoing time periods, such Shelf Takedown Requesting Holder Holder(s) only needs need to notify the Company Corporation of the Underwritten Block Trade block trade Shelf Offering two (2) Business Days prior to the day such offering is to commence (unless a longer period is agreed to by Holder(s) representing a majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Company Corporation shall promptly notify other Holders on the same day and such other Holders must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the day such offering is to commence), ) (unless a longer period is agreed to by Holder(s) representing a majority of the Registrable Securities wishing to engage in the underwritten block trade) and the Company shall, subject to Section 2(f), Corporation shall as expeditiously as possible use its commercially reasonable best efforts to facilitate such Underwritten Shelf Takedown offering (which may close as early as three (3) Business Days after the date it commences); provided, however, provided that Holder(s) representing a majority of the Shelf Takedown Requesting Holder requesting such Underwritten Block Trade Registrable Securities wishing to engage in the underwritten block trade shall use commercially reasonable best efforts to work with the Company Corporation and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Tradeunderwritten block trade.

Underwritten Block Trades. Notwithstanding the foregoing, if a Shelf Takedown Requesting Holder wishes to engage in an underwritten block trade or similar transaction or other transaction with a 2-day or less marketing period (collectively, “Underwritten Block Trade”) in an Underwritten Shelf Takedown Takedown, then notwithstanding the foregoing time periods, such Shelf Takedown Requesting Holder only needs to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence commence, and the Company shall notify other Holders on the same day day, and such other Holders must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the day such offering is to commence), and the Company shall, subject to Section 2(fSubsection 2.2(e), use its commercially reasonable efforts to facilitate such Underwritten Shelf Takedown (which may close as early as three (3) Business Days after the date it commences); provided, however, that the Shelf Takedown Requesting Holder requesting such Underwritten Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement, prospectus and other offering documentation related to the Underwritten Block Trade.

Underwritten Block Trades. Notwithstanding the foregoing, if a Shelf Takedown Requesting Holder wishes the Majority Onex Shareholders wish to engage in an underwritten block trade or similar transaction or other transaction with no marketing period or a 2-day marketing period of three days or less marketing period (collectively, “Underwritten Block Trade”) in pursuant to a Shelf Registration Statement (either through filing an Underwritten automatic shelf registration statement or through a take-down from an already effective Shelf Takedown Registration Statement), then notwithstanding the foregoing time periods, such Shelf Takedown Requesting Holder Majority Onex Shareholders only needs need to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Company shall notify other Holders on the same day and such other Holders must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the day such offering Underwritten Block Trade is to commence), and the . The Company shall, subject to Section 2(f)shall as expeditiously as possible, use its commercially reasonable best efforts to facilitate such Underwritten Shelf Takedown Block Trade (which may close as early as three (3) Business Days after the date it commences); provided, however, that the Shelf Takedown Requesting Holder requesting such Underwritten Block Trade Majority Onex Shareholders shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement (including filing an automatic shelf registration statement), prospectus and other offering documentation related to the Underwritten Block Trade. In the event the Majority Onex Shareholders request such an Underwritten Block Trade, notwithstanding anything to the contrary in this Section 1 or in Section 2, no other holder of Registrable Securities shall have any right to notice of or to participate in such Underwritten Block Trade.

Underwritten Block Trades. Notwithstanding the foregoing, if a Shelf Takedown Requesting Holder wishes the Majority Onex Shareholders wish to engage in an underwritten block trade or similar transaction or other transaction with no marketing period or a 2-day marketing period of three days or less marketing period (collectively, “Underwritten Block Trade”) in pursuant to a Shelf Registration Statement (either through filing an Underwritten automatic shelf registration statement or through a take-down from an already effective Shelf Takedown Registration Statement), then notwithstanding the foregoing time periods, such Shelf Takedown Requesting Holder Majority Onex Shareholders only needs need to notify the Company of the Underwritten Block Trade two (2) Business Days prior to the day such offering is to commence and the Company shall notify other Holders on the same day and such other Holders must elect whether or not to participate by the next Business Day (i.e., one (1) Business Day prior to the day such offering Underwritten Block Trade is to commence), and the . The Company shall, subject to Section 2(f)shall as expeditiously as possible, use its commercially reasonable best efforts to facilitate such Underwritten Shelf Takedown Block Trade (which may close as early as three two (32) Business Days after the date it commences); provided, however, that the Shelf Takedown Requesting Holder requesting such Underwritten Block Trade Majority Onex Shareholders shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of the registration statement (including filing an automatic shelf registration statement), prospectus and other offering documentation related to the Underwritten Block Trade. In the event the Majority Onex Shareholders request such an Underwritten Block Trade, notwithstanding anything to the contrary in this Section 1 or in Section 2, no other holder of Registrable Securities shall have any right to notice of or to participate in such Underwritten Block Trade.