Common use of Underwritten Shelf Take-Downs Clause in Contracts

Underwritten Shelf Take-Downs. (i) Subject to Section 2.2(b), if a Demand Holder that is a Shelf Holder (collectively, “Investor Shelf Holders”) so elects in a written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down may be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down”) and, if necessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as practicable. Such initiating Investor Shelf Holder shall indicate in such Underwritten Shelf Take-Down Notice the number of Registrable Securities of such Investor Shelf Holder to be included in such Underwritten Shelf Take-Down and whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”); provided, that any such Underwritten Shelf Take-Down requested by an Investor Shelf Holder shall be deemed to reduce the number of Demand Rights such Investor Shelf Holder is entitled to under Section 2.1(a).

Underwritten Shelf Take-Downs. (i) Subject to Section 2.2(b), if a Demand Holder that is a A Shelf Take-Down Initiating Holder (collectively, “Investor and not any other Shelf Holders”Holder) so elects may elect in a written request demand delivered to the Company (an “Underwritten Shelf Take-Down Notice”), a ) for any Shelf Take-Down may that it has initiated (including any Restricted Shelf Take-Down) to be in the form of an Underwritten Offering underwritten offering (an “Underwritten Shelf Take-Down”) and), and the Company shall, if necessaryso requested, the Company shall use its reasonable best efforts to file and effect an amendment or supplement to its of the Shelf Registration Statement for such purpose as soon as practicable. Such initiating Investor Shelf Holder shall indicate in such Underwritten Shelf Take-Down Notice the number of Registrable Securities of such Investor Shelf Holder to be included in such Underwritten Shelf Take-Down and whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”); provided, that any such Underwritten Shelf Take-Down requested by an Investor must comply with the minimum size requirements of a Demand Registration set forth in Section 5.3(a). The applicable Shelf Take-Down Initiating Holder shall have the right to select the underwriter or underwriters to administer such Underwritten Shelf Take-Down; provided, that such underwriter or underwriters shall be deemed reasonably acceptable to reduce the number of Demand Rights such Investor Shelf Holder is entitled to under Section 2.1(a)Company.

Underwritten Shelf Take-Downs. (i) Subject to Section 2.2(b), if a Demand Holder that is a Shelf Holder (collectively, “Investor Shelf Holders”) so elects in a written request delivered to the Company (an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down may be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down”) and, if necessary, the Company shall use its reasonable best efforts to file and effect an amendment or supplement to its Shelf Registration Statement for such purpose as soon as practicable. Such initiating Investor Shelf Holder shall indicate in such Underwritten Shelf Take-Down Notice the number of Registrable Securities of such Investor Shelf Holder to be included in such Underwritten Shelf Take-Down and whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”); provided, that any such Underwritten Shelf Take-Down requested by an Investor Shelf Holder shall be deemed to reduce the number of Demand Rights such Investor Shelf Holder is entitled to under Section 2.1(a).

Underwritten Shelf Take-Downs. (iA) Subject Prior to Section 2.2(b)the occurrence of an Equity Co-Investor Termination Event, if a Demand Holder that is a Shelf Holder (collectively, “Investor Shelf Holders”) the H&F Initiating Holders so elects elect in a written request demand delivered to the Company (an “Underwritten Shelf Take-Down Notice”), a Shelf Take-Down (including any Restricted Shelf Take-Down) may be in the form of an Underwritten Offering underwritten offering (an “Underwritten Shelf Take-Down”) and), and the Company shall, if necessaryso requested, the Company shall use its reasonable best efforts to file and effect an amendment or supplement to its of the Shelf Registration Statement for such purpose as soon as practicable. Such initiating Investor Shelf Holder shall indicate in such Underwritten Shelf Take-Down Notice the number of Registrable Securities of such Investor Shelf Holder to be included in such Underwritten Shelf Take-Down and whether it intends for such Underwritten Shelf Take-Down to involve a customary “road show” (including an “electronic road show”) or other marketing effort by the underwriters (a “Marketed Underwritten Shelf Take-Down”); provided, however that any such Underwritten Shelf Take-Down requested by an Investor Shelf Holder shall be deemed to reduce be, for purposes of Section 5.3, a Demand Registration effected by the number of Demand Rights H&F Initiating Holders and subject to the limitations set forth in Section 5.3(d). The H&F Initiating Holders that delivered such Investor Underwritten Shelf Holder is entitled Take-Down Notice shall have the right to under Section 2.1(a)select the underwriter or underwriters to administer such Underwritten Shelf Take-Down; provided that such underwriter or underwriters shall be reasonably acceptable to the Company.