Common use of Underwritten Shelf Offerings Clause in Contracts

Underwritten Shelf Offerings. (a) At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if any Holder delivers a notice to the Company (a “Take- Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Offering”), then, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take- Down Notice to all other holders of Registrable Securities included on such Shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Offering if such Holder notifies the proposing Holder(s) and the Company within ten (10) Business Days after delivery of the Take-Down Notice to such Holder. (b) If a Shelf Offering of Registrable Securities included in a Demand Registration Statement pursuant to Section 2 is to be conducted as an underwritten offering, Patriot shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with such offering; provided, that such selection shall be reasonably acceptable to the Company. If, in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on the basis of the aggregate number of such securities or shares owned by each such person, or as the Holders may otherwise agree amongst themselves, (ii) second, the Common Stock and Other Securities the Company proposes to sell, and (iii) third, any Other Securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx (i) agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. (c) In addition to Section (a) of this Section 4, a Shelf Offering of Registrable Securities included on a Demand Registration Statement initiated by Patriot shall be subject to the procedures set forth in Section 2 and a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b). Section 5.

Underwritten Shelf Offerings. (a) At The holders of a majority of the THL Registrable Securities shall have the right at any time that a or from time to time to elect to sell Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effectivean Underwritten Offering, if any Holder delivers a notice and shall make such election by delivering to the Company (a “Take- Down Notice”) stating Shelf Offering Notice with respect to such Underwritten Offering specifying the number of Shelf Registrable Securities that it intends such Holders desire to sell all or part pursuant to such offering. As promptly as practicable, but no later than two (2) Business Days after receipt of its Registrable Securities included by it on the such Shelf Registration Statement (a “Shelf Offering”), thenOffering Notice, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable give written notice of such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take- Down Notice to all other holders Holders of Shelf Registrable Securities. The Company, subject to subsection 2.3.6 and Section 3.5, shall include in such Shelf Offering the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Shelf Offering Notice. The Company shall, as expeditiously as possible (and in any event within fifteen (15) days after the receipt of a Shelf Offering Notice), use its best efforts to facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the Shelf Offering Notice and shall not disclose or use the information contained in the Company’s notice regarding the Shelf Offering Notice without the prior written consent of the Company and the Holders of Registrable Securities included on initiating such Shelf Registration Statement and permit each Offering until such Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Offering if such Holder notifies the proposing Holder(s) and the Company within ten (10) Business Days after delivery of the Take-Down Notice to such Holder. (b) If a Shelf Offering of Registrable Securities included in a Demand Registration Statement pursuant to Section 2 is to be conducted as an underwritten offering, Patriot shall select the investment banking firm or firms to act time as the lead underwriter information contained therein is or underwriters in connection with such offering; provided, that such selection shall be reasonably acceptable becomes available to the Company. Ifpublic generally, other than as a result of disclosure by the Holder in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number breach of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on the basis of the aggregate number of such securities or shares owned by each such person, or as the Holders may otherwise agree amongst themselves, (ii) second, the Common Stock and Other Securities the Company proposes to sell, and (iii) third, any Other Securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx (i) agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. (c) In addition to Section (a) of this Section 4, a Shelf Offering of Registrable Securities included on a Demand Registration Statement initiated by Patriot shall be subject to the procedures set forth in Section 2 and a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b). Section 5.

Underwritten Shelf Offerings. Each of (ai) At the holders of a majority of the THL Registrable Securities or (ii) the holders of a majority of the IPC Registrable Securities shall have the right at any time that a or from time to time to elect to sell Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effectivean Underwritten Offering, if any Holder delivers a notice and shall make such election by delivering to the Company (a “Take- Down Notice”) stating Shelf Offering Notice with respect to such Underwritten Offering specifying the number of Shelf Registrable Securities that it intends such Holders desire to sell all or part pursuant to such offering. As promptly as practicable, but no later than two (2) business days after receipt of its Registrable Securities included by it on the such Shelf Registration Statement (a “Shelf Offering”), thenOffering Notice, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable give written notice of such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take- Down Notice to all other holders Holders of Shelf Registrable Securities. The Company, subject to subsection 2.3.6 and Section 3.5, shall include in such Shelf Offering the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within three (3) days after the receipt of the Shelf Offering Notice. The Company shall, as expeditiously as possible (and in any event within fifteen (15) days after the receipt of a Shelf Offering Notice), use its best efforts to facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the Shelf Offering Notice and shall not disclose or use the information contained in the Company’s notice regarding the Shelf Offering Notice without the prior written consent of the Company and the Holders of Registrable Securities included on initiating such Shelf Registration Statement and permit each Offering until such Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Offering if such Holder notifies the proposing Holder(s) and the Company within ten (10) Business Days after delivery of the Take-Down Notice to such Holder. (b) If a Shelf Offering of Registrable Securities included in a Demand Registration Statement pursuant to Section 2 is to be conducted as an underwritten offering, Patriot shall select the investment banking firm or firms to act time as the lead underwriter information contained therein is or underwriters in connection with such offering; provided, that such selection shall be reasonably acceptable becomes available to the Company. Ifpublic generally, other than as a result of disclosure by the Holder in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number breach of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on the basis of the aggregate number of such securities or shares owned by each such person, or as the Holders may otherwise agree amongst themselves, (ii) second, the Common Stock and Other Securities the Company proposes to sell, and (iii) third, any Other Securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx (i) agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. (c) In addition to Section (a) of this Section 4, a Shelf Offering of Registrable Securities included on a Demand Registration Statement initiated by Patriot shall be subject to the procedures set forth in Section 2 and a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b). Section 5.

Underwritten Shelf Offerings. (a) At The holders of a majority of the THL Registrable Securities shall have the right at any time that a or from time to time to elect to sell Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effectivean Underwritten Offering, if any Holder delivers a notice and shall make such election by delivering to the Company (a “Take- Down Notice”) stating Shelf Offering Notice with respect to such Underwritten Offering specifying the number of Shelf Registrable Securities that it intends such Holders desire to sell all or part pursuant to such offering. As promptly as practicable, but no later than two (2) business days after receipt of its Registrable Securities included by it on the such Shelf Registration Statement (a “Shelf Offering”), thenOffering Notice, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order to enable give written notice of such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take- Down Notice to all other holders Holders of Shelf Registrable Securities. The Company, subject to subsection 2.3.6 and Section 3.5, shall include in such Shelf Offering the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities that shall have made a written request to the Company for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within three (3) days after the receipt of the Shelf Offering Notice. The Company shall, as expeditiously as possible (and in any event within fifteen (15) days after the receipt of a Shelf Offering Notice), use its best efforts to facilitate such Shelf Offering. Each Holder agrees that such Holder shall treat as confidential the Shelf Offering Notice and shall not disclose or use the information contained in the Company’s notice regarding the Shelf Offering Notice without the prior written consent of the Company and the Holders of Registrable Securities included on initiating such Shelf Registration Statement and permit each Offering until such Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Offering if such Holder notifies the proposing Holder(s) and the Company within ten (10) Business Days after delivery of the Take-Down Notice to such Holder. (b) If a Shelf Offering of Registrable Securities included in a Demand Registration Statement pursuant to Section 2 is to be conducted as an underwritten offering, Patriot shall select the investment banking firm or firms to act time as the lead underwriter information contained therein is or underwriters in connection with such offering; provided, that such selection shall be reasonably acceptable becomes available to the Company. Ifpublic generally, other than as a result of disclosure by the Holder in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number breach of securities requested to be included in such offering exceeds the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on the basis of the aggregate number of such securities or shares owned by each such person, or as the Holders may otherwise agree amongst themselves, (ii) second, the Common Stock and Other Securities the Company proposes to sell, and (iii) third, any Other Securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx (i) agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. (c) In addition to Section (a) of this Section 4, a Shelf Offering of Registrable Securities included on a Demand Registration Statement initiated by Patriot shall be subject to the procedures set forth in Section 2 and a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b). Section 5.

Underwritten Shelf Offerings. (a) At any time that and from time to time, if any Eligible Holder or Eligible Holders intend to distribute any Registrable Securities under a Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if any Holder delivers a notice to the Company by means of an underwritten offering (a “Take- Down Notice”) stating that it intends to sell all or part of its Registrable Securities included by it on the Shelf Registration Statement (a “Underwritten Shelf Offering”), thensuch Eligible Holders shall promptly so advise the Company and the Company shall take all reasonable steps to facilitate such distribution, including the actions required pursuant to Section 6 of this Exhibit; provided that the Company shall not be required to facilitate an Underwritten Shelf Offering unless either (i) Registrable Securities representing at least two percent of the then outstanding class of such Registrable Securities are proposed by the Eligible Holders to be included in such offering or (ii) the expected aggregate gross proceeds from such offering exceed $200 million. Within 10 days after receipt of any notice of an Underwritten Shelf Offering, the Company shall amend or supplement the Shelf Registration Statement as may be necessary in order give written notice of such offering to enable such all other Eligible Holders who hold Registrable Securities and, subject to paragraph (e) below, there shall be distributed pursuant included in such offering, on the same terms and conditions as any other Registrable Securities included therein, all Registrable Securities with respect to which the Shelf Offering Company has received written requests for inclusion therein (taking into account which written requests shall specify the inclusion number of Registrable Securities by any other Holders pursuant to this Section 4(a)). In connection with any Shelf Offering, including any Shelf Offering that is an underwritten offering, such proposing Holder(s) shall also deliver the Take- Down Notice to all other holders of Registrable Securities included on such Shelf Registration Statement and permit each such Holder to include its Registrable Securities included on the Shelf Registration Statement in the Shelf Offering if such Holder notifies the proposing Holder(s) and the Company within ten (10) Business Days after delivery of the Take-Down Notice to such Holder. (b) If a Shelf Offering of Registrable Securities included in a Demand Registration Statement pursuant to Section 2 is to be conducted as an underwritten offering, Patriot shall select the investment banking firm or firms to act as the lead underwriter or underwriters in connection with such offering; provided, that such selection shall be reasonably acceptable to the Company. If, in connection with any such underwritten offering, the managing underwriter(s) advise(s) the Company that in its or their reasonable opinion the number of securities requested to be included in such offering exceeds registration) within 15 days after the number which can be sold without adversely affecting the marketability of such offering (including an adverse effect on the per share offering price), the Company will include in such registration or Prospectus only such number of securities that in the reasonable opinion of such underwriter(s) can be sold without adversely affecting the marketability receipt of the offering (including an adverse effect on the per share offering price), which securities will be so included in the following order of priority: (i) first, the Registrable Securities of the Holders who have requested registration of Registrable Securities pursuant to this Section 4, pro rata on the basis of the aggregate number of such securities or shares owned by each such person, or as the Holders may otherwise agree amongst themselves, (ii) second, the Common Stock and Other Securities the Company proposes to sell, and (iii) third, any Other Securities of the Company that have been requested to be so included, subject to the terms of this Agreement. No Holder may participate in any underwritten registration under this Section 4 unless such Xxxxxx (i) agrees to sell the Registrable Securities it desires to include in the underwritten offering on the basis provided in any underwriting arrangements in customary form and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. (c) In addition to Section (a) of this Section 4, a Shelf Offering of Registrable Securities included on a Demand Registration Statement initiated by Patriot shall be subject to the procedures set forth in Section 2 and a Piggyback Registration Statement initiated by Holders shall be subject to the procedures set forth in Section 3(b). Section 5Company’s notice.