Underwritten Shelf Takedowns. A Holder 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 Holder pursuant to the Underwritten Shelf Takedown. Promptly after receipt of an Underwritten Shelf Takedown Notice (but in any event within three business days), the Company shall give written notice of the requested Underwritten Shelf Takedown to all other Holders of Registrable Securities and shall include in such Underwritten Shelf Takedown, subject to Section 4, 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 a Holder no later than five business days after the date of the Company’s notice. The Company shall not be required to facilitate an Underwritten Shelf Takedown unless the expected aggregate gross proceeds from such offering are at least $20 million. The Capital Parties together with any direct or indirect transferee of the Capital Parties that has become a Holder shall be entitled to request up to four Underwritten Shelf Takedowns (less the number of underwritten Demand Registrations that shall have been requested by the Capital Parties or any direct or indirect transferee of the Capital Parties and shall have occurred pursuant to Section 3). The Yoda Parties together with any direct or indirect transferee of the Yoda Parties that has become a Holder shall be entitled to request one Underwritten Shelf Takedown; provided that, in the event that the Yoda Parties or one or more of its direct or indirect transferees shall have previously requested an underwritten Demand Registration that shall have occurred pursuant to Section 3, then the Yoda Parties together with any direct or indirect transferee of the Yoda Parties shall thereafter not be entitled to request any Underwritten Shelf Takedown hereunder. An Underwritten Shelf Takedown shall be deemed to have occurred and shall “count” as a Underwritten Shelf Takedown for purposes of the foregoing two sentences only if the Holders of Registrable Securities are able to sell at least 80% of the Registrable Securities requested to be included in such Underwritten Shelf Takedown.
Underwritten Shelf Takedowns. A Holder 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 Holder pursuant to the Underwritten Shelf Takedown. 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 Holders of Registrable Securities and shall include in such Underwritten Shelf Takedown, subject to Section 4, 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 a Holder no later than five (5) business days after the date of the Company’s notice. The Company shall not be required to facilitate an Underwritten Shelf Takedown unless the expected aggregate gross proceeds from such offering are at least $25 million and shall not be required to effect more than two (2) Underwritten Shelf Takedowns in any 12 month period.
Underwritten Shelf Takedowns. At any time and from time to time, any Key Holder may request, in writing (an “Underwritten Takedown Request”), that the Company effect on 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 Key Holder’s Registrable Common Stock (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. The Investors and its Transferees shall be entitled to request, 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 each such 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 ninety (90) 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 Investor Shelf Takedown requested by an Investor without such Investor’s prior written consent; provided that, only in the case of an underwritten Investor Shelf Takedown that includes a “roadshow,” the Investor that requests such underwritten Investor 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 Investor 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. 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 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. 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. 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