Common use of Underwritten Shelf Offering Requests Clause in Contracts

Underwritten Shelf Offering Requests. (a) In the event that any Holder or group of Holders elects to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $100 million from such Underwritten Offering (including proceeds attributable to any Registrable Securities included in such Underwritten Offering by any Shelf Piggybacking Holders), the Company shall, at the request (a “Shelf Underwritten Offering Request”) of such Holder or Holders (in such capacity, a “Requesting Holder”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the underwriter or underwriters selected by the Requesting Holders holding a majority of the shares of Common Stock expected to be sold in such Underwritten Offering (and reasonably acceptable to the Company) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Holders in order to expedite or facilitate the disposition of such Registrable Securities and, subject to Section 2.2(c), the Registrable Securities requested to be included by any Shelf Piggybacking Holder (a “Shelf Underwritten Offering”); provided, however, that the Company shall have no obligation to facilitate or participate (i) in more than two Shelf Underwritten Offerings that are initiated by a Holder pursuant to this Section 2.2 during any 12-month period (and no more than one Shelf Underwritten Offering in any 120-day period) or (ii) in any Shelf Underwritten Offering if the Company has conducted a Shelf Underwritten Offering in the preceding 120-day period in which such Requesting Holder was eligible to exercise piggyback registration rights pursuant to Section 2.4 and was not subject to cutback pursuant to Section 2.4(c) to the number of Registrable Securities that the Requesting Holder had requested be included in the Piggyback Underwritten Offering.

Underwritten Shelf Offering Requests. (a) In the event that any Holder or group of Holders elects to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $100 million from such Underwritten Offering (including proceeds attributable to any Registrable Securities included in such Underwritten Offering by any Shelf Piggybacking Holders), the Company shall, at the request (a “Shelf Underwritten Offering Request”) of such Holder or Holders (in such capacity, a “Requesting Holder”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the underwriter or underwriters selected by the Requesting Holders holding a majority of the shares of Common Stock expected to be sold in such Underwritten Offering (and reasonably acceptable to the Company) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Holders in order to expedite or facilitate the disposition of such Registrable Securities and, subject to Section 2.2(c), the Registrable Securities requested to be included by any Shelf Piggybacking Holder (a “Shelf Underwritten Offering”); provided, however, that the Company shall have no obligation to facilitate or participate (i) in more than two Shelf Underwritten Offerings that are initiated by a Holder pursuant to this Section 2.2 during any 12-month period (and no more than one Shelf Underwritten Offering in any 12090-day period) or (ii) in any Shelf Underwritten Offering if the Company has conducted a Shelf Underwritten Offering in the preceding 120-day period in which such Requesting Holder was eligible to exercise piggyback registration rights pursuant to Section 2.4 and was not subject to cutback pursuant to Section 2.4(c) to the number of Registrable Securities that the Requesting Holder had requested be included in the Piggyback Underwritten Offering).

Underwritten Shelf Offering Requests. (a) In the event that any Holder or group of Holders elects to dispose of Registrable Securities Shares under a the Shelf Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $100 million 20,000,000 from such Underwritten Offering (including proceeds attributable to any Registrable Securities Shares included in such Underwritten Offering by any Shelf Piggybacking Holders), the Company shall, at the request (a “Shelf Underwritten Offering Request”) of such Holder or Holders (in such capacity, a “Requesting Holder”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the underwriter or underwriters selected by the Requesting Holders holding a majority of the shares of Common Stock expected pursuant to be sold in such Underwritten Offering (and reasonably acceptable to the CompanySection 2.02(d) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Holders in order to expedite or facilitate the disposition of such Registrable Securities andof, subject to Section 2.2(c2.02(c), such Registrable Shares and the Registrable Securities Shares requested to be included by any Shelf Piggybacking Holder (a “Shelf Underwritten Offering”); provided, however, that the Company shall have no obligation to facilitate or participate (i) in more than two Shelf Underwritten Offerings that are initiated by a Holder pursuant to this Section 2.2 during any 12-month period one (and no more than one 1) Shelf Underwritten Offering in any 120180-day periodperiod or more than two (2) or (ii) in any Shelf Underwritten Offering if the Company has conducted Offerings in total under this Agreement; provided further, that a Shelf Underwritten Offering in the preceding 120-day period in which shall not count against such Requesting Holder was eligible to exercise piggyback registration rights pursuant to Section 2.4 limit unless and was not subject to cutback pursuant to Section 2.4(c) to the number of Registrable Securities that until the Requesting Holder had Holder(s) are able to sell at least seventy-five percent (75%) of the Registrable Shares requested to be included in the Piggyback such Shelf Underwritten Offering.

Underwritten Shelf Offering Requests. (a) In the event that any Holder or group of Holders elects to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $100 million 2,000,000 from such Underwritten Offering (including proceeds attributable to any Registrable Securities included in such Underwritten Offering by any Shelf Piggybacking Holders), the Company shall, at the request (a “Shelf Underwritten Offering Request”) of such Holder or Holders (in such capacity, a “Requesting Holder”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the underwriter or underwriters selected by the Requesting Holders holding a majority of the shares of Common Stock expected to be sold in such Underwritten Offering (and reasonably acceptable to the Company) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Holders in order to expedite or facilitate the disposition of such Registrable Securities and, subject to Section 2.2(c), the Registrable Securities requested to be included by any Shelf Piggybacking Holder (a “Shelf Underwritten Offering”); provided, however, that the Company shall have no obligation to facilitate or participate (i) in more than two Shelf Underwritten Offerings that are initiated by a Holder pursuant to this Section 2.2 during any 12-month period (and no more than one Shelf Underwritten Offering in any 120-day period) or (ii) in any Shelf Underwritten Offering if the Company has conducted a Shelf Underwritten Offering in the preceding 120-day period in which such Requesting event any Holder was eligible or group of Holders elects to exercise piggyback registration rights pursuant dispose of an amount of Registrable Securities equal to Section 2.4 and was not subject to cutback pursuant to Section 2.4(c) to or greater than 25% of the number of Registrable Securities that the Requesting Holder had requested be included in the Piggyback Issued Shares under a Registration Statement pursuant to an Underwritten Offering, then such Underwritten Offering shall not be subject to any restriction on expected gross proceeds set forth in this Section 2.2(a).

Underwritten Shelf Offering Requests. (a) In the event that any Holder or group of Holders elects to dispose of Registrable Securities Shares under a the Shelf Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $100 million 20,000,000 from such Underwritten Offering (including proceeds attributable to any Registrable Securities Shares included in such Underwritten Offering by any Shelf Piggybacking Holders), the Company shall, at the request (a “Shelf Underwritten Offering Request”) of such Holder or Holders (in such capacity, a “Requesting Holder”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the underwriter or underwriters selected by the Requesting Holders holding a majority of the shares of Common Stock expected pursuant to be sold in such Underwritten Offering (and reasonably acceptable to the CompanySection 2.02(d) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Holders in order to expedite or facilitate the disposition of such Registrable Securities andof, subject to Section 2.2(c2.02(c), such Registrable Shares and the Registrable Securities Shares requested to be included by any Shelf Piggybacking Holder (a “Shelf Underwritten Offering”); provided, however, that the Company shall have no obligation to facilitate or participate (i) in more than two Shelf Underwritten Offerings that are initiated by a Holder pursuant to this Section 2.2 during any 12-month period one (and no more than one 1) Shelf Underwritten Offering in any 120180-day periodperiod or more than two (2) or (ii) in any Shelf Underwritten Offering if the Company has conducted Offerings per calendar year; provided further, that a Shelf Underwritten Offering in the preceding 120-day period in which shall not count against such Requesting Holder was eligible to exercise piggyback registration rights pursuant to Section 2.4 limit unless and was not subject to cutback pursuant to Section 2.4(c) to the number of Registrable Securities that until the Requesting Holder had Holder(s) are able to sell at least seventy-five percent (75%) of the Registrable Shares requested to be included in the Piggyback such Shelf Underwritten Offering.

Underwritten Shelf Offering Requests. (a) In the event that any Holder one or group of more Major Holders elects (the “Offering Holders”) elect to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expects expect gross proceeds of at least $100 150 million from such Underwritten Offering (including proceeds attributable to any Registrable Securities included in such a Piggyback Underwritten Offering by any Shelf Piggybacking HoldersOffering), the Company shall, at the request (a “Shelf Underwritten Offering Request”) of such Holder Offering Holder(s), subject to the agreement (such agreement not to be unreasonably withheld) of the Company on the form of such Underwritten Offering (whether a typical underwritten offering, or Holders (in such capacity, a “Requesting Holder”an overnight or bought deal), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the underwriter or underwriters selected by the Requesting Holders holding a majority of the shares of Common Stock expected pursuant to be sold in such Underwritten Offering (and reasonably acceptable to the CompanySection 2.2(d) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Offering Holders in order to expedite or facilitate the disposition of such Registrable Securities and, subject to Section 2.2(c), the Registrable Securities requested to be included by any Shelf Piggybacking Holder (a “Shelf Underwritten Offering”), including, but not limited to, providing such additional information reasonably requested by the Managing Underwriter (in addition to the minimum information required by law, rule or regulation) in any prospectus relating to the Shelf Underwritten Offering; provided, however, that the Company shall have no obligation to facilitate or participate in (i) in more than two any Shelf Underwritten Offerings that are initiated by a any Offering Holder pursuant to this Section 2.2 during any 12-month a period (and no more than one in which such Shelf Underwritten Offering in any 120-day period) would be prohibited by Section 2.11 hereof, or (ii) more than three Organized Offerings, in the aggregate, pursuant to this Section 2.2 or Section 2.3 during any subsequent 12-month period; provided, that only one such Organized Offering may be initiated by the Major Management Holders by the mutual consent of such Major Management Holders. If any Selling Holder disapproves of the terms of such Shelf Underwritten Offering if contemplated by this Section 2.2(a), such Selling Holder may elect to withdraw therefrom by notice to the Company has conducted a Shelf and the Managing Underwriter of such Underwritten Offering in the preceding 120-day period in which such Requesting Holder was eligible to exercise piggyback registration rights pursuant to Section 2.4 and was not subject to cutback pursuant to Section 2.4(c) at any time prior to the number execution of Registrable Securities an underwriting agreement with respect to such offering; provided, however, that any such withdrawals shall count as Organized Offerings as limited by clause (ii) above, unless the Requesting Selling Holder had requested be included in reimburses the Piggyback Underwritten Company for, or pays, all Registration Expenses related to such withdrawn Organized Offering.

Underwritten Shelf Offering Requests. (a) In Subject to Section 2.12, in the event that any a Holder or group of Holders elects to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $100 million in the aggregate from such Underwritten Offering (including proceeds attributable to any Registrable Securities included in such Underwritten Offering by any Shelf Piggybacking Holders), the Company shall, at the request (a “Shelf Underwritten Offering Request”) of such Holder or Holders (in such capacity, a “the applicable Requesting Holder”)Holders, enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the underwriter or underwriters selected by the Requesting Holders holding a majority of the shares of Common Stock expected pursuant to be sold in such Underwritten Offering (and reasonably acceptable to the CompanySection 2.02(d) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Holders Holder in order to expedite or facilitate the disposition of such Registrable Securities and, subject to Section 2.2(c2.02(c), the Registrable Securities requested to be included by any Shelf Piggybacking Holder (a “Shelf Underwritten Offering”); provided, however, that the Company shall have no obligation to facilitate or participate in (i) in any Shelf Underwritten Offering on or before the date that is 30 calendar days after the date hereof, (ii) more than one Shelf Underwritten Offering between the date that is 30 calendar days after the date hereof and on or before the date that is six months after the date hereof or (iii) more than two Shelf Underwritten Offerings on or after the date that are initiated by a Holder pursuant to this Section 2.2 during any 12-month period is six months after the date hereof (the “Initial Demand Registrations”); and no more than one Shelf Underwritten Offering in any 120-day period) or (ii) in any Shelf Underwritten Offering if provided, further, that the Company has conducted a Shelf Underwritten Offering in the preceding 120-day period in which such Requesting Holder was eligible to exercise piggyback registration rights pursuant to Section 2.4 and was not Initial Demand Registrations shall be subject to cutback pursuant to the limitations set forth in Section 2.4(c) to the number of Registrable Securities that the Requesting Holder had requested be included in the Piggyback Underwritten Offering2.08(b)(i).

Underwritten Shelf Offering Requests. (a) In the event that any Sabalo Holder or group of Sabalo Holders elects to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $100 25 million from such Underwritten Offering (including proceeds attributable to any Registrable Securities included in such Underwritten Offering by any Shelf Piggybacking Holders), the Company shall, at the request (a “Shelf Underwritten Offering Request”) of such Holder or Holders (in such capacity, a the “Requesting HolderHolders”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the underwriter or underwriters selected by the Company (provided that each such underwriter shall be a nationally recognized investment banking firm reasonably acceptable to the Requesting Holders holding a majority of the shares of Common Stock expected requested to be sold included in such Underwritten Offering (and reasonably acceptable to by the CompanyRequesting Holders) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Holders in order to expedite or facilitate the disposition of such Registrable Securities and, subject to Section 2.2(c), the Registrable Securities requested to be included by any Shelf Piggybacking Holder (a “Shelf Underwritten Offering”); provided, however, that the Company shall have no obligation to facilitate or participate (i) in more than two (2) Shelf Underwritten Offerings that are initiated by a Holder pursuant to this Section 2.2 during any 12-month period (and no more than one Shelf Underwritten Offering in any 12090-day period) or (ii) in any Shelf Underwritten Offering if the Company has conducted a Shelf Underwritten Offering in the preceding 120-day period in which such Requesting Holder was eligible to exercise piggyback registration rights pursuant to Section 2.4 and was not subject to cutback pursuant to Section 2.4(c) to the number of Registrable Securities that the Requesting Holder had requested be included in the Piggyback Underwritten Offering).

Underwritten Shelf Offering Requests. (a) In the event that any Holder or group of Holders elects to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $100 25 million from such Underwritten Offering (including proceeds attributable to any Registrable Securities included in such Underwritten Offering by any Shelf Piggybacking Holders), the Company shall, at the request (a “Shelf Underwritten Offering Request”) of such Holder or Holders (in such capacity, a the “Requesting HolderHolders”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the underwriter or underwriters selected by the Company (provided that each such underwriter shall be a nationally recognized investment banking firm reasonably acceptable to the Requesting Holders holding a majority of the shares of Common Stock expected requested to be sold included in such Underwritten Offering (and reasonably acceptable to by the CompanyRequesting Holders) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Holders in order to expedite or facilitate the disposition of such Registrable Securities and, subject to Section 2.2(c), the Registrable Securities requested to be included by any Shelf Piggybacking Holder (a “Shelf Underwritten Offering”); provided, however, that the Company shall have no obligation to facilitate or participate (i) in more than two (2) Shelf Underwritten Offerings that are initiated by a Holder pursuant to this Section 2.2 during any 12-month period (and no more than one (1) Shelf Underwritten Offering in any 12090-day period) or (ii) in any Shelf Underwritten Offering if the Company has conducted a Shelf Underwritten Offering in the preceding 120-day period in which such Requesting Holder was eligible to exercise piggyback registration rights pursuant to Section 2.4 and was not subject to cutback pursuant to Section 2.4(c) to the number of Registrable Securities that the Requesting Holder had requested be included in the Piggyback Underwritten Offering).

Underwritten Shelf Offering Requests. (a) In Subject to Section 2.12, in the event that any a Holder or group of Holders elects to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $100 million in the aggregate from such Underwritten Offering (including proceeds attributable to any Registrable Securities included in such Underwritten Offering by any Shelf Piggybacking Holders), the Company shall, at the request (a “Shelf Underwritten Offering Request”) of such Holder or Holders (in such capacity, a “the applicable Requesting Holder”)Holders, enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the underwriter or underwriters selected by the Requesting Holders holding a majority of the shares of Common Stock expected pursuant to be sold in such Underwritten Offering (and reasonably acceptable to the CompanySection 2.02(d) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Holders Holder in order to expedite or facilitate the disposition of such Registrable Securities and, subject to Section 2.2(c), the 2.02(c),the Registrable Securities requested to be included by any Shelf Piggybacking Holder (a “Shelf Underwritten Offering”); provided, however, that the Company shall have no obligation to facilitate or participate in (i) in any Shelf Underwritten Offering on or before the date that is 30 calendar days after the date hereof, (ii) more than one Shelf Underwritten Offering between the date that is 30 calendar days after the date hereof and on or before the date that is six months after the date hereof or (iii) more than two Shelf Underwritten Offerings on or after the date that are initiated by a Holder pursuant to this Section 2.2 during any 12-month period is six months after the date hereof (the “Initial Demand Registrations”); and no more than one Shelf Underwritten Offering in any 120-day period) or (ii) in any Shelf Underwritten Offering if provided, further, that the Company has conducted a Shelf Underwritten Offering in the preceding 120-day period in which such Requesting Holder was eligible to exercise piggyback registration rights pursuant to Section 2.4 and was not Initial Demand Registrations shall be subject to cutback pursuant to the limitations set forth in Section 2.4(c) to the number of Registrable Securities that the Requesting Holder had requested be included in the Piggyback Underwritten Offering2.08(b)(i).

Underwritten Shelf Offering Requests. (a) In the event that any Apollo Holder, Quantum Holder or group of Holders that includes an Apollo Holder or Quantum Holder elects to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $100 500 million from such Underwritten Offering (including proceeds attributable to any Registrable Securities included in such Underwritten Offering by any Shelf Piggybacking Holders), the Company shall, at the request (a “Shelf Underwritten Offering Request”) of such Holder or Holders (in such capacity, a “Requesting Holder”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the underwriter or underwriters selected by the Requesting Holders holding a majority of the shares of Common Stock expected pursuant to be sold in such Underwritten Offering (and reasonably acceptable to the CompanySection 2.2(d) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Holders in order to expedite or facilitate the disposition of such Registrable Securities and, subject to Section 2.2(c), the Registrable Securities requested to be included by any Shelf Piggybacking Holder (a “Shelf Underwritten Offering”); provided, however, that the Company shall have no obligation to facilitate or participate in more than (i) in more than two three Shelf Underwritten Offerings that are initiated by a Holder pursuant to this Section 2.2 during any 12-month period (one on behalf of any Apollo Holders acting as Requesting Holders, one on behalf of any Quantum Holders acting as Requesting Holders, and one on behalf of either a Quantum Holder or Apollo Holder acting as Requesting Holders, and no more than one Shelf Underwritten Offering in any 12090-day period) or (ii) in any six Shelf Underwritten Offering if the Company has conducted a Shelf Underwritten Offering Offerings in the preceding 120-day period in which such Requesting Holder was eligible to exercise piggyback registration rights pursuant to Section 2.4 and was not subject to cutback pursuant to Section 2.4(c) to aggregate during the number term of Registrable Securities that the Requesting Holder had requested be included in the Piggyback Underwritten Offeringthis Agreement.

Underwritten Shelf Offering Requests. (a) In the event that any Holder or group of Holders elects to dispose of Registrable Securities under a the Shelf Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $100 million 20,000,000 from such Underwritten Offering (including proceeds attributable to any Registrable Securities included in such Underwritten Offering by any Shelf Piggybacking Holders), the Company shall, at the request (a “Shelf Underwritten Offering Request”) of such Holder or Holders (in such capacity, a “Requesting Holder”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the underwriter or underwriters selected by the Requesting Holders holding a majority of the shares of Common Stock expected pursuant to be sold in such Underwritten Offering (and reasonably acceptable to the CompanySection 2.02(d) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Holders in order to expedite or facilitate the disposition of such Registrable Securities andof, subject to Section 2.2(c2.02(c), such Registrable Securities and the Registrable Securities requested to be included by any Shelf Piggybacking Holder (a “Shelf Underwritten Offering”); provided, however, that the Company shall have no obligation to facilitate or participate (i) in more than two Shelf Underwritten Offerings that are initiated by a Holder pursuant to this Section 2.2 during any 12-month period (and no more than one Shelf Underwritten Offering in any 120180-day period) period or (ii) in any more than two Shelf Underwritten Offering if Offerings per calendar year. (b) If the Company has conducted receives a Shelf Underwritten Offering in Request, it will give written notice of such proposed Shelf Underwritten Offering to each Holder (other than the preceding 120-day period in which Requesting Holder) that, together with such Requesting Holder was eligible to exercise piggyback registration rights pursuant to Section 2.4 and was not subject to cutback pursuant to Section 2.4(c) to the number Holder’s Affiliates, holds at least $5,000,000 of Registrable Securities that the Requesting Holder had requested be included in the Piggyback Underwritten Offering.- 7 -

Underwritten Shelf Offering Requests. (a) In From Closing until January 17, 2022, in the event that any a Holder or group of Holders elects to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $100 200 million from such Underwritten Offering (including proceeds attributable to any Registrable Securities included in such Underwritten Offering by any Shelf Piggybacking Holders), the Company shall, at the request (a “Shelf Underwritten Offering Request”) of such Holder or Holders (in such capacity, a “Requesting Holder”)the Investor Designee, enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the underwriter or underwriters selected by the Requesting Holders holding a majority of the shares of Common Stock expected pursuant to be sold in such Underwritten Offering (and reasonably acceptable to the CompanySection 2.02(d) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Holders Holder in order to expedite or facilitate the disposition of such Registrable Securities and, subject to Section 2.2(c2.02(c), the Registrable Securities requested to be included by any Shelf Piggybacking Holder (a “Shelf Underwritten Offering”); provided, however, that the Company shall have no obligation to facilitate or participate in (i) in any Shelf Underwritten Offering on or before August 20, 2021, (ii) more than one Shelf Underwritten Offering between August 21, 2021 and October 19, 2021, or (iii) more than two Shelf Underwritten Offerings between Closing and January 17, 2022 (the “Initial Demand Registrations”); and provided, further, that the Initial Demand Registrations shall be subject to the limitations set forth in Section 1.01(b)(i) of the RRA Lock-Up Agreements. Following January 17, 2022, any Holder or group of Holders that owns an aggregate amount of Registrable Securities that is equal to or greater than $200 million as determined by reference to the volume weighted average price for such Registrable Securities on any securities exchange or market on which the Shares are initiated then listed or quoted for the ten (10) trading days immediately preceding the applicable Determination Date shall have the right to make a Shelf Underwritten Offering Request if such Holder or group of Holders reasonably expects gross proceeds of at least $200 million from such Shelf Underwritten Offering (including proceeds attributable to any Registrable Securities included in such Shelf Underwritten Offering by a Holder pursuant any Shelf Piggybacking Holders) (the “Subsequent Demand Registrations”); provided, however, that the Company shall have no obligation to this Section 2.2 during facilitate or participate in more than three Shelf Underwritten Offerings in any 12-month period (and no more than one Shelf Underwritten Offering in any 120-day period) or (ii) in any Shelf Underwritten Offering if the Company has conducted a Shelf Underwritten Offering in the preceding 120-day period in which such Requesting Holder was eligible to exercise piggyback registration rights pursuant to Section 2.4 and was not subject to cutback pursuant to Section 2.4(c) to the number of Registrable Securities that the Requesting Holder had requested be included in the Piggyback Underwritten Offering.

Underwritten Shelf Offering Requests. (a) In From Closing until [ ], 2021,2 in the event that any a Holder or group of Holders elects to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $100 200 million from such Underwritten Offering (including proceeds attributable to any Registrable Securities included in such Underwritten Offering by any Shelf Piggybacking Holders), the Company shall, at the request (a “Shelf Underwritten Offering Request”) of such Holder or Holders (in such capacity, a “Requesting Holder”)the Investor Designee, enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the underwriter or underwriters selected by the Requesting Holders holding a majority of the shares of Common Stock expected pursuant to be sold in such Underwritten Offering (and reasonably acceptable to the CompanySection 2.02(d) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Holders Holder in order to expedite or facilitate the disposition of such Registrable Securities and, subject to Section 2.2(c2.02(c), the Registrable Securities requested to be included by any Shelf Piggybacking Holder (a “Shelf Underwritten Offering”); provided, however, that the Company shall have no obligation to facilitate or participate in (i) in any Shelf Underwritten Offering on or before [●], 20213, (ii) more than one Shelf Underwritten Offering between [●], 20214 and [●], 2021,5 or (iii) more than two Shelf Underwritten Offerings between Closing and [●], 20216 (the “Initial Demand Registrations”); and provided, further, that the Initial Demand Registrations shall be subject to the limitations set forth in Section 2.08(b)(i). Following [●], 20217, any Holder or group of Holders that owns an aggregate amount of Registrable Securities that is equal to or greater than $200 million as determined by reference to the volume weighted average price for such Registrable Securities on any securities exchange or market on which the Shares are initiated then listed or quoted for the ten (10) trading days immediately preceding the applicable Determination Date shall have the right to make a Shelf Underwritten Offering Request if such Holder or group of Holders reasonably expects gross proceeds of at least $200 million from such Shelf Underwritten Offering (including proceeds attributable to any Registrable Securities included in such Shelf Underwritten Offering by a Holder pursuant any Shelf Piggybacking Holders) (the “Subsequent Demand Registrations”); provided, however, that the Company shall have no obligation to this Section 2.2 during facilitate or participate in more than three Shelf Underwritten Offerings in any 12-month period (and no more than one Shelf Underwritten Offering in any 120-day period) or (ii) in any Shelf Underwritten Offering if the Company has conducted a Shelf Underwritten Offering in the preceding 120-day period in which such Requesting Holder was eligible to exercise piggyback registration rights pursuant to Section 2.4 and was not subject to cutback pursuant to Section 2.4(c) to the number of Registrable Securities that the Requesting Holder had requested be included in the Piggyback Underwritten Offering.

Underwritten Shelf Offering Requests. (a) In the event that any Holder or group of Holders elects to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $100 25 million from such Underwritten Offering (including proceeds attributable to any Registrable Securities included in such Underwritten Offering by any Shelf Piggybacking Holders), the Company shall, at the request (a “Shelf Underwritten Offering Request”) of such Holder or Holders (in such capacity, a the “Requesting HolderHolders”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the underwriter or underwriters selected by the Company (provided that each such underwriter shall be a nationally recognized investment banking firm reasonably acceptable to the Requesting Holders holding a majority of the shares of Common Stock expected requested to be sold included in such Underwritten Offering (and reasonably acceptable to by the CompanyRequesting Holders) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Holders in order to expedite or facilitate the disposition of such Registrable Securities and, subject to Section 2.2(c), the Registrable Securities requested to be included by any Shelf Piggybacking Holder in an Underwritten Offering (a “Shelf Underwritten Offering”); provided, however, that the Company shall have no obligation to facilitate or participate (i) in more than two (2) Shelf Underwritten Offerings that are initiated by a Holder pursuant to this Section 2.2 during any 12-month period (and no more than one (1) Shelf Underwritten Offering in any 12090-day period) or (ii) in any Shelf Underwritten Offering if the Company has conducted a Shelf Underwritten Offering in the preceding 120-day period in which such Requesting Holder was eligible to exercise piggyback registration rights pursuant to Section 2.4 and was not subject to cutback pursuant to Section 2.4(c) to the number of Registrable Securities that the Requesting Holder had requested be included in the Piggyback Underwritten Offering).

Underwritten Shelf Offering Requests. (a) In the event that any Holder one or group of more Selling Holders elects (the “Offering Holders”) elect to dispose of Registrable Securities totaling 5% or more of the outstanding shares of Common Stock of the Company under a Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $100 million from such Underwritten Offering (including proceeds attributable to any Registrable Securities included in such Underwritten Offering by any Shelf Piggybacking Holders)Offering, the Company shall, at the request (a “Shelf of the Offering Holders, subject to the agreement of the Company on the form of such Underwritten Offering Request”) of such Holder (whether a typical underwritten offering, or Holders (in such capacity, a “Requesting Holder”an overnight or bought deal), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the underwriter or underwriters selected by the Requesting Holders holding a majority of the shares of Common Stock expected pursuant to be sold in such Underwritten Offering (and reasonably acceptable to the CompanySection 2.2(c) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Offering Holders in order to expedite or facilitate the disposition of such Registrable Securities and, subject to Section 2.2(c), the Registrable Securities requested to be included by any Shelf Piggybacking Holder (a “Shelf Underwritten Offering”); provided, however, that the Company shall have no obligation to facilitate or participate in (i) in more than two any Shelf Underwritten Offerings that are initiated by a any Offering Holder pursuant to this Section 2.2 during any 12-month period (and no more than one Shelf Underwritten Offering in any 120-day period) the Initial Period, or (ii) more than two Organized Offerings, in the aggregate, that are initiated by the Holders pursuant to this Section 2.2 or Section 2.3 during or after the Subsequent Period. If any Selling Holder disapproves of the terms of such Shelf Underwritten Offering if contemplated by this Section 2.2(a), such Selling Holder may elect to withdraw therefrom by notice to the Company has conducted a Shelf and the Managing Underwriter of such Underwritten Offering in the preceding 120-day period in which such Requesting Holder was eligible to exercise piggyback registration rights pursuant to Section 2.4 and was not subject to cutback pursuant to Section 2.4(c) at any time prior to the number execution of Registrable Securities that an underwriting agreement with respect to such offering; however, after two such withdrawals, any further withdrawals shall count as Organized Offerings as limited by clause (ii) above. No such withdrawal shall affect the Requesting Holder had requested be included in the Piggyback Underwritten OfferingCompany’s obligation to pay Registration Expenses.

Underwritten Shelf Offering Requests. (a) In the event that any Holder or group of Holders elects to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $100 15 million from such Underwritten Offering (including proceeds attributable to any Registrable Securities included in such Underwritten Offering by any Shelf Piggybacking Holders), the Company shall, at the request (a “Shelf Underwritten Offering Request”) of such Holder or Holders (in such capacity, a the “Requesting HolderHolders”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of equity securities by the Company with the underwriter or underwriters selected by the Company (provided that each such underwriter shall be a nationally recognized investment banking firm reasonably acceptable to the Requesting Holders holding a majority of the shares of Common Stock expected requested to be sold included in such Underwritten Offering (and reasonably acceptable to by the CompanyRequesting Holders) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Holders in order to expedite or facilitate the disposition of such Registrable Securities and, subject to Section 2.2(c), the Registrable Securities requested to be included by any Shelf Piggybacking Holder (a “Shelf Underwritten Offering”); provided, however, that the Company shall have no obligation to facilitate or participate (i) in more than two one (1) Shelf Underwritten Offerings that are initiated by a Holder pursuant to this Section 2.2 during any 12-month period (and no more than one Shelf Underwritten Offering in any 12090-day period) or (ii) in any Shelf Underwritten Offering if the Company has conducted a Shelf Underwritten Offering in the preceding 120-day period in which such Requesting Holder was eligible to exercise piggyback registration rights pursuant to Section 2.4 and was not subject to cutback pursuant to Section 2.4(c) to the number of Registrable Securities that the Requesting Holder had requested be included in the Piggyback Underwritten Offering).

Underwritten Shelf Offering Requests. (a) In the event that any Holder one or group of more Holders elects (the “Offering Holders”) elect to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expects expect gross proceeds of at least $100 150 million from such Underwritten Offering (including proceeds attributable to any Registrable Securities included in such a Piggyback Underwritten Offering by any Shelf Piggybacking HoldersOffering), the Company shall, at the request (a “Shelf Underwritten Offering Request”) of such Holder Offering Holder(s), subject to the agreement (such agreement not to be unreasonably withheld) of the Company on the form of such Underwritten Offering (whether a typical underwritten offering, or Holders (in such capacity, a “Requesting Holder”an overnight or bought deal), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the underwriter or underwriters selected by the Requesting Holders holding a majority of the shares of Common Stock expected pursuant to be sold in such Underwritten Offering (and reasonably acceptable to the CompanySection 2.2(d) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Offering Holders in order to expedite or facilitate the disposition of such Registrable Securities and, subject to Section 2.2(c), the Registrable Securities requested to be included by any Shelf Piggybacking Holder (a “Shelf Underwritten Offering”), including, but not limited to, providing such additional information reasonably requested by the Managing Underwriter (in addition to the minimum information required by law, rule or regulation) in any prospectus relating to the Shelf Underwritten Offering; provided, however, that the Company shall have no obligation to facilitate or participate (i) in more than two Shelf Underwritten Offerings that are initiated by a Holder three Organized Offerings, in the aggregate, pursuant to this Section 2.2 or Section 2.3 during any subsequent 12-month period (and no more than one period. If any Selling Holder disapproves of the terms of such Shelf Underwritten Offering in any 120-day period) or (ii) in any Shelf contemplated by this Section 2.2(a), such Selling Holder may elect to withdraw therefrom by notice to the Company and the Managing Underwriter of such Underwritten Offering if at any time prior to the execution of an underwriting agreement with respect to such offering; provided, however, that any such withdrawals shall count as Organized Offerings as limited by this Section 2.2(a), unless (A) all Selling Holders have withdrawn from such Organized Offering and (B) the Selling Holder(s) reimburse the Company has conducted a Shelf Underwritten Offering in the preceding 120-day period in which for, or pay, all Registration Expenses related to such Requesting Holder was eligible to exercise piggyback registration rights pursuant to Section 2.4 and was not subject to cutback pursuant to Section 2.4(c) to the number of Registrable Securities that the Requesting Holder had requested be included in the Piggyback Underwritten withdrawn Organized Offering.

Underwritten Shelf Offering Requests. (a) In the event that any Holder or group of Holders elects to dispose of Registrable Securities under a Registration Statement pursuant to an Underwritten Offering and reasonably expects gross proceeds of at least $100 25 million from such Underwritten Offering (including proceeds attributable to any Registrable Securities included in such Underwritten Offering by any Shelf Piggybacking Holders), the Company shall, at the request (a “Shelf Underwritten Offering Request”) of such Holder or Holders (in such capacity, a the “Requesting HolderHolders”), enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the underwriter or underwriters selected by the Company (provided that each such underwriter shall be a nationally recognized investment banking firm reasonably acceptable to the Requesting Holders holding a majority of the shares of Common Stock expected requested to be sold included in such Underwritten Offering (and reasonably acceptable to by the CompanyRequesting Holders) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Requesting Holders in order to expedite or facilitate the disposition of such Registrable Securities and, subject to Section 2.2(c), the Registrable Securities requested to be included by any Shelf Piggybacking Holder (a “Shelf Underwritten Offering”); provided, however, that the Company shall have no obligation to facilitate or participate (i) in more than two (2) Shelf Underwritten Offerings that are initiated by a Holder pursuant to this Section 2.2 during any 12-month period (and no more than one Shelf Underwritten Offering in any 12090-day period) or (ii) in any Shelf Underwritten Offering if the Company has conducted a Shelf Underwritten Offering in the preceding 120-day period in which such Requesting Holder was eligible to exercise piggyback registration rights pursuant to Section 2.4 and was not subject to cutback pursuant to Section 2.4(c) to the number of Registrable Securities that the Requesting Holder had requested be included in the Piggyback Underwritten Offering).