Common use of Underwritten Offering Withdrawal Clause in Contracts

Underwritten Offering Withdrawal. Prior to the filing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, any Demanding Holder initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Issuer and the underwriter or underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown; provided that any remaining Demanding Holders may elect to have the Issuer continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by such remaining Demanding Holders. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 5(a)(i), unless such withdrawing Demanding Holder reimburses the Issuer for all Registration Expenses (as defined below) with respect to such Underwritten Shelf Takedown (or, if there is more than one withdrawing Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each withdrawing Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any remaining Demanding Holders elect to continue such Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall count as an Underwritten Shelf Takedown demanded by such remaining Demanding Holders for purposes of Section 5(a)(i). Following the receipt of any Withdrawal Notice, the Issuer shall promptly forward such Withdrawal Notice to any other persons that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Issuer shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to its withdrawal under this Section 5(a)(i)(2), other than if a Demanding Holder elects to reimburse the Issuer for such Registration Expenses pursuant to the second sentence of this Section 5(a)(i)(2).

Underwritten Offering Withdrawal. Prior to the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, any Demanding Holder initiating an Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Issuer and the underwriter or underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown; provided that any remaining Demanding Holders may elect to have the Issuer continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by such remaining Demanding Holders. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 5(a)(i), unless such withdrawing Demanding Holder reimburses the Issuer for all Registration Expenses (as defined below) with respect to such Underwritten Shelf Takedown (or, if there is more than one withdrawing Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each withdrawing Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any remaining Demanding Holders elect to continue such Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall count as an Underwritten Shelf Takedown demanded by such remaining Demanding Holders for purposes of Section 5(a)(i). Following the receipt of any Withdrawal Notice, the Issuer shall promptly forward such Withdrawal Notice to any other persons that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Issuer shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to its withdrawal under this Section 5(a)(i)(2), other than if a Demanding Holder elects to reimburse the Issuer for such Registration Expenses pursuant to the second sentence of this Section 5(a)(i)(2).

Underwritten Offering Withdrawal. Prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Underwritten Offering or, in the case of an Underwritten Offering pursuant to a Shelf Registration, or the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, any the Demanding Holder initiating an that initiated such Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Issuer Company and the underwriter Underwriter or underwriters Underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown; provided that any remaining Demanding Holders the Sponsor or the Xxxxxx Stockholder may elect to have the Issuer Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by such remaining Demanding Holders. If withdrawnthe Sponsor, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown by or the withdrawing Demanding Holder for purposes of Section 5(a)(i), unless such withdrawing Demanding Holder reimburses the Issuer for all Registration Expenses (as defined below) with respect to such Underwritten Shelf Takedown (or, if there is more than one withdrawing Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each withdrawing Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any remaining Demanding Holders elect to continue such Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall count as an Underwritten Shelf Takedown demanded by such remaining Demanding Holders for purposes of Section 5(a)(i)Xxxxxx Stockholder. Following the receipt of any Withdrawal Notice, the Issuer Company shall promptly forward such Withdrawal Notice to any other persons Holders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Issuer Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten a Shelf Takedown prior to its withdrawal under this Section 5(a)(i)(2), other than if a Demanding Holder elects to reimburse the Issuer for such Registration Expenses pursuant to the second sentence of this Section 5(a)(i)(2)2.1.6.

Underwritten Offering Withdrawal. Prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Underwritten Offering or, in the case of an Underwritten Offering pursuant to a Shelf Registration, or the filing of the applicable “red hxxxxxxxxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, any the Demanding Holder initiating an that initiated such Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Issuer Company and the underwriter Underwriter or underwriters Underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown; provided that any remaining Demanding the other Holders may elect to have the Issuer Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by such remaining Demanding Holders. If withdrawn, a demand for an Underwritten Shelf Takedown shall constitute a demand for an Underwritten Shelf Takedown by the withdrawing Demanding Holder for purposes of Section 5(a)(i), unless such withdrawing Demanding Holder reimburses the Issuer for all Registration Expenses (as defined below) with respect to such Underwritten Shelf Takedown (or, if there is more than one withdrawing Demanding Holder, a pro rata portion of such Registration Expenses based on the respective number of Registrable Securities that each withdrawing Demanding Holder has requested be included in such Underwritten Shelf Takedown); provided that, if any remaining Demanding Holders elect to continue such Underwritten Shelf Takedown pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown shall count as an Underwritten Shelf Takedown demanded by such remaining Demanding Holders for purposes of Section 5(a)(i). Following the receipt of any Withdrawal Notice, the Issuer Company shall promptly forward such Withdrawal Notice to any other persons Holders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Issuer Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten a Shelf Takedown prior to its withdrawal under this Section 5(a)(i)(2), other than if a Demanding Holder elects to reimburse the Issuer for such Registration Expenses pursuant to the second sentence of this Section 5(a)(i)(2)2.1.6.

Underwritten Offering Withdrawal. Prior to the filing of the applicable “red hxxxxxx” prospectus or prospectus supplement used for marketing such Underwritten Shelf Takedown, any a majority-in-interest of the Demanding Holder initiating an Holders that initiated such Underwritten Shelf Takedown shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon written notification (a “Withdrawal Notice”) to the Issuer Company and the underwriter Underwriter or underwriters Underwriters (if any) of their intention to withdraw from such Underwritten Shelf Takedown; provided that any remaining Demanding the other Holders participating in such Underwritten Shelf Takedown may elect to have the Issuer Company continue an Underwritten Shelf Takedown if the Minimum Takedown Threshold would still be satisfied by the Registrable Securities proposed to be sold in the Underwritten Shelf Takedown by such remaining Demanding Holders; provided, further, that prior to the “pricing” of any offering relating to an Underwritten Shelf Takedown, Sponsor shall have the right to withdraw from such Underwritten Shelf Takedown for any or no reason whatsoever upon delivering a Withdrawal Notice as set forth above. If withdrawn, a demand for an Underwritten Shelf Takedown Offering shall constitute a demand for an Underwritten Shelf Takedown Offering by the withdrawing Demanding Holder for purposes of Section 5(a)(i)2.1.5, unless either (i) such withdrawing Demanding Holder has not previously withdrawn any Underwritten Offering or (ii) such Demanding Holder reimburses the Issuer Company for all Registration Expenses (as defined below) with respect to such Underwritten Shelf Takedown Offering (or, if there is more than one withdrawing Demanding Holder, a pro rata Pro Rata portion of such Registration Expenses based on the respective number of Registrable Securities that each withdrawing Demanding Holder has requested be included in such Underwritten Shelf TakedownOffering); provided that, if any remaining Demanding Holders elect a Holder elects to continue such an Underwritten Shelf Takedown Offering pursuant to the proviso in the immediately preceding sentence, such Underwritten Shelf Takedown Offering shall instead count as an Underwritten Shelf Takedown Offering demanded by such remaining Demanding Holders Holder for purposes of Section 5(a)(i)2.1.5. Following the receipt of any Withdrawal Notice, the Issuer Company shall promptly forward such Withdrawal Notice to any other persons Holders that had elected to participate in such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Issuer Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to its withdrawal under this Section 5(a)(i)(2)2.1.6, other than if a Demanding Holder elects to reimburse the Issuer for pay such Registration Expenses pursuant to clause (ii) of the second sentence of this Section 5(a)(i)(2)2.1.6.