Common use of Underwritten Shelf Offering Requests Clause in Contracts

Underwritten Shelf Offering Requests. (a) In the event that the Holder elects 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, the Company shall, at the request of the Holder, subject to the agreement of the Company on the form of such Underwritten Offering (whether a typical underwritten offering, or 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 pursuant to Section 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 Holder in order to expedite or facilitate the disposition of such Registrable Securities (a “Shelf Underwritten Offering”); provided, however, that the Company shall have no obligation to facilitate or participate in (i) any Shelf Underwritten Offerings that are initiated by the Holder pursuant to this Section 2.2 during the Initial Period, or (ii) more than one Organized Offering that is initiated by the Holder pursuant to this Section 2.2 or Section 2.3 during or after the Subsequent Period.

Underwritten Shelf Offering Requests. (a) In the event that the any Holder or group of Holders elects to dispose of Registrable Securities totaling 5% or more of under the outstanding shares of Common Stock of the Company under a Shelf Registration Statement pursuant to an Underwritten OfferingOffering and reasonably expects gross proceeds of at least $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 of the Holder, subject to the agreement of the Company on the form (a “Shelf Underwritten Offering Request”) of such Underwritten Offering Holder or Holders (whether in such capacity, a typical underwritten offering, or an overnight or bought deal“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 pursuant to Section 2.2(c2.02(d) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Holder Requesting Holders in order to expedite or facilitate the disposition of of, subject to Section 2.02(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 in (i) more than one Shelf Underwritten Offering in any 180-day period or more than two Shelf Underwritten Offerings that are initiated by the Holder pursuant to this Section 2.2 during the Initial Period, or (ii) more than one Organized Offering that is initiated by the Holder pursuant to this Section 2.2 or Section 2.3 during or after the Subsequent Periodper calendar year.

Underwritten Shelf Offering Requests. (a) In the event that the any Holder or group of Holders elects 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 OfferingOffering and reasonably expects gross proceeds of at least $150 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 of the Holder, subject to the agreement of the Company on the form (a “Shelf Underwritten Offering Request”) of such Underwritten Offering Holder or Holders (whether in such capacity, a typical underwritten offering, or an overnight or bought deal“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 pursuant to Section 2.2(c2.2(d) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Holder 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 (i) any more than two Shelf Underwritten Offerings that are initiated by the a Holder pursuant to this Section 2.2 during the Initial Period, or any 12-month period (ii) and no more than one Organized Shelf Underwritten Offering that is initiated by the Holder pursuant to this Section 2.2 or Section 2.3 during or after the Subsequent Periodin any 90-day period).

Underwritten Shelf Offering Requests. (a) In the event that the any Holder or group of Holders elects 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 OfferingOffering and reasonably expects gross proceeds of at least $150 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 of the Holder, subject to the agreement of the Company on the form (a “Shelf Underwritten Offering Request”) of such Underwritten Offering Holder or Holders (whether in such capacity, a typical underwritten offering, or an overnight or bought deal“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 pursuant to Section 2.2(c2.2(d) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Holder 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 (i) any more than two Shelf Underwritten Offerings that are initiated by the Holder pursuant to this Section 2.2 during the Initial Period, or any twelve-month period (ii) and no more than one Organized Shelf Underwritten Offering that is initiated by the Holder pursuant to this Section 2.2 or Section 2.3 during or after the Subsequent Periodin any 90-day period).

Underwritten Shelf Offering Requests. (a) In Subject to Sections 2.3 and 2.8, at any time and from time to time when an effective Shelf Registration Statement is on file with the Commission, in the event that the any Holder or group of Holders elects 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 OfferingOffering 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 the Requesting Holder, subject to the agreement of the Company on the form of such Underwritten Offering (whether a typical underwritten offering, or 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 pursuant to Section 2.2(c2.2(d) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Holder 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 (i) any more than two Shelf Underwritten Offerings that are initiated by the Holder pursuant to this Section 2.2 during the Initial Period, or (ii) more than one Organized Offering that is initiated by the Holder pursuant to this Section 2.2 or Section 2.3 during or after the Subsequent Periodany 12-month period.

Underwritten Shelf Offering Requests. (a) In the event that the any Holder or group of Holders elects to dispose of Registrable Securities totaling 5% or more of Shares under the outstanding shares of Common Stock of the Company under a Shelf Registration Statement pursuant to an Underwritten OfferingOffering and reasonably expects gross proceeds of at least $20,000,000 from such Underwritten Offering (including proceeds attributable to any Registrable Shares included in such Underwritten Offering by any Shelf Piggybacking Holders), the Company shall, at the request of the Holder, subject to the agreement of the Company on the form (a “Shelf Underwritten Offering Request”) of such Underwritten Offering Holder or Holders (whether in such capacity, a typical underwritten offering, or an overnight or bought deal“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 pursuant to Section 2.2(c2.02(d) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Holder Requesting Holders in order to expedite or facilitate the disposition of of, subject to Section 2.02(c), such Registrable Securities Shares and the Registrable 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 in (i) more than one Shelf Underwritten Offering in any 180-day period or more than two Shelf Underwritten Offerings that are initiated by the Holder pursuant to in total under this Section 2.2 during the Initial Period, or (ii) more than one Organized Offering that is initiated by the Holder pursuant to this Section 2.2 or Section 2.3 during or after the Subsequent PeriodAgreement.

Underwritten Shelf Offering Requests. (a) a. In the event that the any Holder or group of Holders elects to dispose of Registrable Securities totaling 5% or more of Shares under the outstanding shares of Common Stock of the Company under a Shelf Registration Statement pursuant to an Underwritten OfferingOffering and reasonably expects gross proceeds of at least $20,000,000 from such Underwritten Offering (including proceeds attributable to any Registrable Shares included in such Underwritten Offering by any Shelf Piggybacking Holders), the Company shall, at the request of the Holder, subject to the agreement of the Company on the form (a “Shelf Underwritten Offering Request”) of such Underwritten Offering Holder or Holders (whether in such capacity, a typical underwritten offering, or an overnight or bought deal“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 pursuant to Section 2.2(c2.02(d) and shall take all such other reasonable actions as are requested by the Managing Underwriter of such Underwritten Offering and/or the Holder Requesting Holders in order to expedite or facilitate the disposition of of, subject to Section 2.02(c), such Registrable Securities Shares and the Registrable 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 in (i) more than one Shelf Underwritten Offering in any 180-day period or more than two Shelf Underwritten Offerings that are initiated by the Holder pursuant to this Section 2.2 during the Initial Period, or (ii) more than one Organized Offering that is initiated by the Holder pursuant to this Section 2.2 or Section 2.3 during or after the Subsequent Periodper calendar year.