Underwritten Shelf Takedowns. At any time and from time to time following the effectiveness of the Initial Shelf, any Holder may request to sell all or a portion of their Registrable Securities in a Shelf Underwritten Offering; provided that such Holder(s) reasonably expects to sell Registrable Securities yielding aggregate gross proceeds in excess of $50,000,000 from such Shelf Underwritten Offering (such amount of Registrable Securities, the “Minimum Amount”). All requests for a Shelf Underwritten Offering shall be made by giving written notice to the Company (the “Shelf Take Down Notice”). Each Shelf Take Down Notice shall specify the approximate number of Registrable Securities proposed to be sold in the Shelf Underwritten Offering and the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Except with respect to any Registrable Securities distributed by the Sponsor to its members following the expiration of the Initial Sponsor Shares Lock-up Period, the Final Sponsor Shares Lock-up Period or the Private Placement Lock-up Period, as applicable, within five days after receipt of any Shelf Take Down Notice, the Company shall, subject to subsections 3.5.3 and 3.5.4 (collectively, the “MNPI Provisions”), give written notice of such requested Shelf Underwritten Offering to all other Holders of Registrable Securities (the “Company Shelf Takedown Notice”) and, subject to the provisions of subsection 2.2.4, shall include in such Shelf Underwritten Offering all Registrable Securities with respect to which the Company has received written requests for inclusion therein, within five days after sending the Company Shelf Takedown Notice. The Company shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by the Company with the managing Underwriter or Underwriters selected by the Holders holding a majority-in-interest of the Registrable Securities to be included in such Shelf Underwritten Offering after consultation with, and approval (which shall not be unreasonably withheld, conditioned or delayed) by, the Company and shall take all such other reasonable actions as are requested by the managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any Shelf Underwritten Offering contemplated by this subsection 2.1.3, subject to Section 3.3 and Article IV, the underwriting agreement into which each Holder and the ...
Underwritten Shelf Takedowns. A Stockholder intending to effect a Shelf Takedown, shall be entitled to request, by written notice to the Company (an “Underwritten Shelf Takedown Notice”), that the Shelf Takedown be an underwritten offering (an “Underwritten Shelf Takedown”). The Underwritten Shelf Takedown Notice shall specify the number of Registrable Securities intended to be offered and sold by such Stockholder pursuant to the Underwritten Shelf Takedown and the intended method of distribution. Promptly after receipt of an Underwritten Shelf Takedown Notice (but in any event within two (2) business days), the Company shall give written notice of the requested Underwritten Shelf Takedown to all other Sxxxx Family Stockholders and shall include in such Underwritten Shelf Takedown, subject to Section 4.3, all Registrable Securities that are then covered by the Shelf Registration Statement and with respect to which the Company has received a written request for inclusion therein from one or more Sxxxx Family Stockholders no later than five (5) business days (or, in the case of an Underwritten Shelf Takedown structured as a block trade, two (2) business days) after the date of the Company’s notice. The Company shall not be required to facilitate an Underwritten Shelf Takedown (i) unless the Aggregate Offering Price from such offering is at least $50,000,000, (ii) in the case of a marketed underwritten offering (and, for the avoidance of doubt, excluding any underwritten block trade), more than two (2) times in the aggregate in any 12-month period, and (iii) in the case of an underwritten block trade, more than four (4) times in the aggregate in any 12-month period.
Underwritten Shelf Takedowns. At any time and from time to time, any PAR Holder may request, in writing (an “Underwritten Takedown Request”), that the Company effect an underwritten shelf takedown (other than a “registered direct” or other agented transaction that does not involve the preparation of a preliminary prospectus or a preliminary prospectus supplement in the case of any offering pursuant to a Shelf Registration Statement) of all or a portion of such PAR Holder’s Registrable Securities (an “Underwritten Shelf Takedown”), in accordance with the terms specified in such Underwritten Takedown Request. In connection with each such Underwritten Shelf Takedown, the Company shall cause there to occur Full Cooperation.
Underwritten Shelf Takedowns. (a) At any time and from time to time after the Shelf has been declared effective by the SEC, each of the Special Holders and Sponsor Holders collectively holding at least five percent (5%) of the then outstanding number of Registrable Securities (each Special Holder and Sponsor Holder being in such case a “Demanding Holder”) may request to sell all or any portion of its Registrable Securities in an Underwritten Offering (which may include a Block Trade) that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”).
Underwritten Shelf Takedowns. Investor O and its Permitted Transferees shall be entitled to request, in the aggregate, five (5), Investor S and its Permitted Transferees shall be entitled to request, in the aggregate, two (2), and Investor T and its Permitted Transferees shall be entitled to request, in the aggregate, two (2), underwritten Shelf Takedown(s) under this Agreement, but only if (i) the number of Registrable Shares to be sold in the offering would reasonably be expected to yield gross proceeds to such Investor of at least the Minimum Amount (based on then-current market prices) and (ii) without the Company’s consent, such consent not to be unreasonably withheld, the request is not made within 120 days after such Investor has sold Shares in another underwritten registered offering pursuant to Section 2 or 4 hereof, as applicable. The Company may not include Shares in an underwritten Shelf Takedown requested by an Investor without such Investor’s prior written consent; provided that, only in the case of an underwritten Shelf Takedown that includes a “roadshow,” the Investor that requests such underwritten Shelf Takedown shall provide reasonable notice to the other Investors (based on the then current notice information of the Investors as set forth in the books and records of the Company) and shall give the other Investors a reasonable opportunity to participate in such underwritten Shelf Takedown, subject to (x) priority equivalent to that found in Section 3(c) and (y) the requirements in Section 3(e).
Underwritten Shelf Takedowns. (a) If, in the case of an offering pursuant to a Shelf Registration Statement filed pursuant to Section 2.1 where the fair market value of the Eligible Securities to be offered is at least $50,000,000 and any Holder(s) so elects, such offering shall, by written notice delivered to the Company, be in the form of a Block Trade (subject in any event to Section 3.3). In the event of a Block Trade pursuant to this Section 3.2 (subject in any event to Section 3.3), (1) the requesting Holder shall (i) give at least eight (8) Business Days’ prior notice in writing of such transaction to the Company; and (ii) identify the potential underwriter(s) in such notice with contact information for such underwriter(s) for such Block Trade, which underwriter(s) shall be an investment banking firm(s) of national standing and shall be subject to the Company’s reasonable approval and (2) the Company shall use commercially reasonable efforts to cooperate with such requesting Holder or Holders to the extent it is reasonably able and shall not be required to give notice thereof to other Holders of Eligible Securities or permit their participation therein unless the Company determines it is reasonably practicable to do so. In no event shall the Company be required to effect (i) with respect to the first ninety (90) days the Shelf Registration Statement is effective and available for use by the Holders, more than two (2) Block Trades and (ii) with respect to any time after such period referred to in clause (i) of this sentence, more than one Block Trade in any ninety (90) day period; provided that in no event shall the Company be required to effect more than three (3) underwritten offerings (only one (1) of which may be an Assisted Offering) pursuant to this Agreement. For the avoidance of doubt, the Shelf Registration Statement shall not be deemed available for use by the Holders for purposes of this Section 3.2(a) during any Blackout Period or during the Lock-Up Period. Notwithstanding the foregoing, if, in the case of an offering pursuant to a Shelf Registration Statement filed pursuant to Section 2.1 where the fair market value of the Eligible Securities to be offered is at least $100,000,000 and the Holders of a majority of the Eligible Securities so elect, such offering shall, by written notice delivered to the Company, be in the form of an Assisted Offering (subject in any event to Section 3.3); provided that (x) the Company shall not be required to make members of management...
Underwritten Shelf Takedowns. The Investor shall be entitled to, in the aggregate, six (6) underwritten Investor Shelf Takedown(s) under this Agreement, but only if (i) the number of Registrable Shares to be sold in the offering would reasonably be expected to yield gross proceeds to the Investor of at least the Minimum Amount (based on then-current market prices), and (ii) without the Company’s consent, such consent not to be unreasonably withheld, conditioned or delayed, the request is made more than sixty (60) days after the Investor has sold Shares in another underwritten registered offering pursuant to Section 2 or Section 4 hereof. For the avoidance of doubt, the if the Company uses reasonable best efforts to cause an offering to be underwritten, the Company shall not be in breach of this Section 4(c) because of its inability to cause such offering to be underwritten.
Underwritten Shelf Takedowns. At any time and from time to time when an effective Shelf is on file with the SEC by the Company, the Subscriber may request to sell all or any portion of its Registrable Securities in an underwritten offering or other coordinated offering that is registered pursuant to the Shelf (including a block trade) (an “Underwritten Shelf Takedown”), subject to minimum thresholds, other customary restrictions and cutback provisions, and applicable procedures set forth in the Registration Rights Agreement. The Subscriber may demand an unlimited number of Underwritten Shelf Takedowns.
Underwritten Shelf Takedowns. At any time and from time to time following the effectiveness of the Initial Shelf, the Demanding Holders may request to sell all or a portion of their Shelf Registered Securities in a Shelf Underwritten Offering. All requests for a Shelf Underwritten Offering shall be made by following the procedures set forth in Section 2.2 as if it applied to an Initial Shelf or Section 2.5, as applicable. Notwithstanding anything to the contrary set forth in this subsection 2.1.3, the Sponsor Demanding Holders may not request more than one (1) Shelf Underwritten Offering pursuant to this subsection 2.1.3 in any 12-month period.
Underwritten Shelf Takedowns
