Common use of Underwritten Shelf Takedowns Clause in Contracts

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 At any time and from time to time following the effectiveness of the Initial Shelf, any Holder intending may request to effect sell all or a portion of their Registrable Securities in a Shelf Takedown 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 entitled to request, made by giving written notice to the Company (an the “Underwritten Shelf Takedown Take Down Notice”), that the . Each Shelf Takedown be an underwritten offering (an “Underwritten Shelf Takedown”). The Underwritten Shelf Takedown Take Down Notice shall specify the approximate number of Registrable Securities intended proposed to be offered sold in the Shelf Underwritten Offering and sold the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Except with respect to any Registrable Securities distributed by such Holder pursuant the Sponsor to its members following the Underwritten Shelf Takedown. Promptly 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 an Underwritten any Shelf Takedown Notice (but in any event within three business days)Take Down Notice, the Company shall shall, subject to subsections 3.5.3 and 3.5.4 (collectively, the “MNPI Provisions”), give written notice of the such requested Shelf Underwritten Shelf Takedown Offering to all other Holders of Registrable Securities and (the “Company Shelf Takedown Notice”) and, subject to the provisions of subsection 2.2.4, shall include in such Shelf Underwritten Shelf Takedown, subject to Section 4, Offering all Registrable Securities that are then covered by the Shelf Registration Statement and with respect to which the Company has received a written request requests for inclusion therein from a Holder no later than therein, within five business days after sending the date of the Company’s noticeCompany Shelf Takedown Notice. The Company shall not be required to facilitate enter into an underwriting agreement in a form as is customary in 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 Offerings 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 securities by the Capital Parties Company with the managing Underwriter 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 Underwriters selected by the Holders of Registrable Securities are able to sell at least 80% holding a majority-in-interest of the Registrable Securities requested 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 TakedownUnderwritten 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 Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of securities by the Company. The New Holders, on the one hand, and the Existing Holders, on the other hand, may each demand not more than two Shelf Underwritten Offerings pursuant to this subsection 2.1.3 in any 12-month period.

Underwritten Shelf Takedowns. A At any time and from time to time following the effectiveness of the Initial Shelf, any Holder intending may request to effect sell all or a portion of their Registrable Securities in a Shelf Takedown 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 entitled to request, made by giving written notice to the Company (an the “Underwritten Shelf Takedown Take Down Notice”), that the . Each Shelf Takedown be an underwritten offering (an “Underwritten Shelf Takedown”). The Underwritten Shelf Takedown Take Down Notice shall specify the approximate number of Registrable Securities intended proposed to be offered sold in the Shelf Underwritten Offering and sold the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Except with respect to any Registrable Securities distributed by such Holder pursuant the Sponsor to its members following the Underwritten Shelf Takedown. Promptly expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable, within five (5) days after receipt of an Underwritten any Shelf Takedown Notice (but in any event within three business days)Take Down Notice, the Company shall shall, subject to subsections 3.5.3 and 3.5.4 (collectively, the “MNPI Provisions”), give written notice of the such requested Shelf Underwritten Shelf Takedown Offering to all other Holders of Registrable Securities and (the “Company Shelf Takedown Notice”) and, subject to the provisions of subsection 2.2.4, shall include in such Shelf Underwritten Shelf Takedown, subject to Section 4, Offering all Registrable Securities that are then covered by the Shelf Registration Statement and with respect to which the Company has received a written request requests for inclusion therein from a Holder no later than therein, within five business (5) days after sending the date of the Company’s noticeCompany Shelf Takedown Notice. The Company shall not be required to facilitate enter into an underwriting agreement in a form as is customary in 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 Offerings 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 securities by the Capital Parties Company with the managing Underwriter 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 Underwriters selected by the Holders of Registrable Securities are able to sell at least 80% holding a majority-in-interest of the Registrable Securities requested 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 TakedownUnderwritten 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 Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of securities by the Company. The New Holders, on the one hand, and the Existing Holders, on the other hand, may each demand not more than two (2) Shelf Underwritten Offerings pursuant to this Section 2.1.3 in any 12-month period.

Underwritten Shelf Takedowns. A Holder intending Subject to effect a Shelf Takedown shall be entitled to request, by written notice to the Company (an “Underwritten Shelf Takedown Notice”Section 3.1(c) and 3.2(c), that at any time and from time to time after the Shelf Takedown be Registration Statement has been declared effective by the SEC, AREC, Alleghany, or Ares LP may request to sell all or any portion of their Registrable Securities in an underwritten offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”). The ; provided that the Issuer shall not be required to effect a Underwritten Shelf Takedown Notice unless the aggregate gross proceeds of the offering (including the aggregate gross proceeds to the Holders making the request to be included in a Underwritten Shelf Takedown pursuant to this Section 3.2(b) as a consequence of such Underwritten Shelf Takedown) is estimated to be equal to or greater than $50 million; provided, further, that the Issuer may take such actions (including deferring an Underwritten Shelf Takedown) as it deems necessary or appropriate to comply with its policies regarding trading windows or otherwise to coordinate the timing of such Underwritten Shelf Takedown with the Issuer’s earnings releases and SEC reporting obligations. All requests for Underwritten Shelf Takedowns shall specify be made by giving written notice to the Issuer specifying the approximate number of Registrable Securities intended proposed to be offered sold in the Underwritten Shelf Takedown and sold by the expected or desired date of such Holder pursuant to the Underwritten Shelf Takedown. Promptly after receipt No later than 10 days before the anticipated effective date of an the Prospectus relating to such Underwritten Shelf Takedown Notice (but in any event within three business days)Takedown, the Company Issuer shall give written notice of the such requested Underwritten Shelf Takedown to all other Holders of Registrable Securities and (the “Shelf Takedown Notice”) and, subject to the provisions of Section 3.1(b), shall include in such Underwritten Shelf Takedown, subject to Section 4, Takedown all Registrable Securities that are then covered by the Shelf Registration Statement and with respect to which the Company Issuer has received a written request requests from any such Holder for inclusion therein from a Holder no later than five business within 5 days after the date receipt by such Holder 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 TakedownNotice.

Underwritten Shelf Takedowns. A (1) If, in the case of an offering pursuant to a Registration Statement filed pursuant to Section 4(b) and any Shelf Initiating Holder intending to effect a Shelf Takedown shall be entitled to requestso elects, such offering shall, by written notice delivered to the Company (Company, be in the form of an “Underwritten Shelf Takedown Notice”), that the Shelf Takedown be an underwritten offering (an “Underwritten Shelf Takedown”)Offering. The Underwritten Company shall (i) as promptly as reasonably practicable but in no event later than five days after the receipt of a request for an offering pursuant to this Section 4(h) from any Shelf Takedown Notice Initiating Holder, give written notice thereof to all other Demand Holders and Full Rightholders, which notice shall specify the number of Registrable Securities intended to be offered and sold by such Holder pursuant subject to the Underwritten Shelf Takedown. Promptly after receipt of an Underwritten Shelf Takedown Notice (but in any event within three business days)request, the Company shall give written names and notice information of the requested Underwritten Shelf Takedown Initiating Holder initiating such offering and, to all other Holders the extent known, the intended method of disposition of such Registrable Securities and shall (ii) subject to Section 4(f), include in such Underwritten Shelf Takedown, subject to Section 4, offering all of the Registrable Securities that are then covered requested by the Shelf Registration Statement and with respect to which such Full Rightholder for inclusion in such offering from whom the Company has received a written request for inclusion therein from a Holder no later than within five business days after the date receipt by such Full Rightholder of such written notice referred to in clause (i) above. Each such request by such Full Rightholders shall specify the number of Registrable Securities proposed to be included in such offering. The failure of any Full Rightholder to respond within such five-day period referred to in clause (ii) above shall be deemed to be a waiver of such Full Rightholder’s rights under this Section 4(h) with respect to such offering. Any Full Rightholder, including a Demand Holder, may waive its rights under this Section 4(h) prior to the expiration of such five-day period by giving written notice to the Company or the Shelf Initiating Holder proposing the Underwritten Offering. Subject to Section 4(h)(3), in no event shall the Company be required to effect more than one Underwritten Offering pursuant to this Agreement in any six (6) month period. With respect to any Underwritten Offering pursuant to this Section 4(h)(1), the managing underwriter(s) for the offering shall be selected in accordance with Section 4(g). Any Underwritten Offering pursuant to this Section 4(h)(1) shall be for at least 1% of the Company’s noticethen-outstanding shares of Common Stock (2) In the case of an Underwritten Offering, pursuant to this Section 4, the Company and the Full Rightholders selling in such offering shall enter into and perform their respective obligations under an underwriting agreement with such underwriters for such offering, with such agreement to contain such representations and warranties by the Company and the Full Rightholders selling in such offering and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, which may include, without limitation, lock-up agreements of the Company and its directors, officers and principal shareholders, including the Full Rightholders (which lock-up agreements the Company shall use its commercially reasonable best efforts to obtain), indemnities and contribution to the effect and to the extent provided in Section 9 hereof and the provision of independent certified public accountants’ letters. (3) Notwithstanding anything contained in this Agreement, in the event of an Underwritten Offering not involving (i) any “road show” or a (ii) lock-up agreement of more than sixty (60) days to which the Company is a party, and which is commonly known as a “block trade” (a “Block Trade”), (1) the requesting Demand Holder shall (i) give at least two 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) and (2) the Company shall cooperate with such requesting Demand Holder or Demand Holders to the extent it is reasonably able and shall not be required to give notice thereof to all other Demand Holder or permit their participation therein. Any Block Trade shall be for at least $20 million in expected gross proceeds. 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 effectuate more than five Block Trades in any direct or indirect transferee of the Capital Parties 12-month period; provided, that has become a Holder (x) Cyrus and/or its Permitted Transferees shall be entitled to request up to four Underwritten Shelf Takedowns effectuate a minimum of two of such Block Trades in any 12-month period and (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 y) Virgin and/or its Permitted Transferees shall be entitled to request effectuate a minimum of two of such Block Trades in any 12-month period; provided, further, that if Cyrus and/or its Permitted Transferees, on the one Underwritten Shelf Takedown; provided thathand, and Virgin and/or its Permitted Transferees, on the other hand, participate in any Block Trade effectuated by the other Person, it shall count as a Block Trade by each of Cyrus and Virgin for purposes of clause (x) and (y) above. In the event that the Yoda Parties or one or more Cyrus and/or its Permitted Transferees and Virgin and/or its Permitted Transferees have each effectuated two Block Trades in any 12-month period (i.e., there have been a total 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 four separate Block Trades as of the Yoda Parties shall thereafter not be entitled measurement date), each such Person hereby agrees 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 give at least 80% of three calendar days’ notice to the Registrable Securities requested to be included other Person before effectuating a third Block Trade in such Underwritten Shelf Takedown12-month period and to permit such other Person to participate in such Block Trade on a pro rata basis.

Underwritten Shelf Takedowns. A Holder intending At any time and from time to effect time after a Shelf Takedown shall be entitled to requestRegistration Statement on Form S-3 has been declared effective by the Commission, by written notice to the Company (an “Underwritten Shelf Takedown Notice”), that any of the Shelf Takedown be Demanding Shareholders may request to sell all or any portion of the Registrable Securities in an underwritten offering that is registered pursuant to such Shelf Registration Statement (each, an “Underwritten Shelf Takedown”). The ; provided, however, that the Company shall only be obligated to effect an Underwritten Shelf Takedown Notice if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $20,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company, which shall specify the approximate number of Registrable Securities intended proposed to be offered and sold by such Holder pursuant to in the Underwritten Shelf Takedown. Promptly upon receiving such notice (but no later than 5 days after receipt of an Underwritten Shelf Takedown Notice (but in any event within three business dayssuch notice), the Company shall give written notice notify all 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 potential Underwritten Shelf Takedown, and each Holder of Registrable Securities included on the applicable Shelf Registration Statement who thereafter wishes to include all or a portion of such Holder’s Registrable Securities such Underwritten Shelf Takedown shall so notify the Company, in writing, within five (5) days after the receipt by the Holder of the notice from the Company. The Company shall include in any Underwritten Shelf Takedown the securities requested to be included in by any Holder within five (5) days of receipt of notice of such Underwritten Shelf Takedown.

Underwritten Shelf Takedowns. A At any time and from time to time following the effectiveness of the Initial Shelf, any Holder intending may request to effect sell all or a portion of their Registrable Securities in a Shelf Takedown 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”). Notwithstanding the foregoing, the New Holders may request to sell their Registrable Securities in a Shelf Underwritten Offering yielding less than the Minimum Amount to the extent that such request comprises all of the remaining Registrable Securities held by such New Holder. All requests for a Shelf Underwritten Offering shall be entitled to request, made by giving written notice to the Company (an the “Underwritten Shelf Takedown Take Down Notice”), that the . Each Shelf Takedown be an underwritten offering (an “Underwritten Shelf Takedown”). The Underwritten Shelf Takedown Take Down Notice shall specify the approximate number of Registrable Securities intended proposed to be offered sold in the Shelf Underwritten Offering and sold the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Except with respect to any Registrable Securities distributed by such Holder pursuant the Sponsor to its members following the Underwritten Shelf Takedown. Promptly expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable, within five (5) days after receipt of an Underwritten any Shelf Takedown Notice (but in any event within three business days)Take Down Notice, the Company shall give written notice of the such requested Shelf Underwritten Shelf Takedown Offering to all other Holders of Registrable Securities and (the “Company Shelf Takedown Notice”) and, subject to the provisions of subsection 2.2.4, shall include in such Shelf Underwritten Shelf Takedown, subject to Section 4, Offering all Registrable Securities that are then covered by the Shelf Registration Statement and with respect to which the Company has received a written request requests for inclusion therein from a Holder no later than therein, within five business (5) days after sending the date of the Company’s noticeCompany Shelf Takedown Notice. The Company shall not be required to facilitate enter into an underwriting agreement in a form as is customary in Underwritten Shelf Takedown unless Offerings of securities by the expected aggregate gross proceeds from Company with the managing Underwriter or Underwriters selected by the Holders after consultation with the Company and shall take all such offering other reasonable actions as 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 managing Underwriter or Underwriters in order to expedite or facilitate the disposition of such Registrable Securities. In connection with any direct or indirect transferee 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 Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Capital Parties Company and shall have occurred pursuant to Section 3). The Yoda Parties together with any direct or indirect transferee the selling stockholders as are customary in underwritten offerings of securities by 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 TakedownCompany.

Underwritten Shelf Takedowns. A Holder intending to effect a Shelf Takedown shall be entitled to request, request by written notice to the Company (an “Underwritten Shelf Takedown Notice”), that the Shelf Takedown be an underwritten offering 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 daystwo (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 business days three (3) 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 500,000,000 (without regard to any direct underwriting discount or indirect transferee of the Capital Parties that has become a Holder commission), and shall not be entitled required to request up to four effect more than three (3) Underwritten Shelf Takedowns (less the number of underwritten or Demand Registrations that shall have been requested by in any 12-month period. At the Capital Parties or any direct or indirect transferee request 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 thatHolder, 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 may be deemed to have occurred and shall “count” conducted in a manner known as a Underwritten Shelf Takedown for purposes of “block trade,” “overnight block trade” or “bought deal” and, in such case, the foregoing Company shall as expeditiously as possible use its reasonable best efforts to facilitate such offering (which may close as early as two sentences only Business Days after the date it commences) and, notwithstanding anything to the contrary herein, if the Investor or any of its Affiliates request to conduct such an offering, no notice by the Company will be provided to any other Holders of Registrable Securities are able and such other Holders shall have no right to sell at least 80% of the Registrable Securities requested to be included participate in such Underwritten Shelf Takedownoffering.

Underwritten Shelf Takedowns. A Holder intending Subject to effect a Shelf Takedown shall be entitled to request, by written notice to the Company (an “Underwritten Shelf Takedown Notice”Section 3.1(c) and 3.2(c), that at any time and from time to time after the Shelf Takedown be Registration Statement has been declared effective by the SEC, Alleghany or Ares LP may request to sell all or any portion of their Registrable Securities in an underwritten offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”). The ; provided that the Issuer shall not be required to effect an Underwritten Shelf Takedown Notice unless the aggregate gross proceeds of the offering (including the aggregate gross proceeds to the Holders making the request to be included in an Underwritten Shelf Takedown pursuant to this Section 3.2(b) as a consequence of such Underwritten Shelf Takedown) is estimated to be equal to or greater than $50 million; provided, further, that the Issuer may take such actions (including deferring an Underwritten Shelf Takedown) as it deems necessary or appropriate to comply with its policies regarding trading windows or otherwise to coordinate the timing of such Underwritten Shelf Takedown with the Issuer’s earnings releases and SEC reporting obligations. All requests for Underwritten Shelf Takedowns shall specify be made by giving written notice to the Issuer specifying the approximate number of Registrable Securities intended proposed to be offered sold in the Underwritten Shelf Takedown and sold by the expected or desired date of such Holder pursuant to the Underwritten Shelf Takedown. Promptly after receipt No later than 10 days before the anticipated effective date of an the Prospectus relating to such Underwritten Shelf Takedown Notice (but in any event within three business days)Takedown, the Company Issuer shall give written notice of the such requested Underwritten Shelf Takedown to all other Holders of Registrable Securities and (the “Shelf Takedown Notice”) and, subject to the provisions of Section 3.1(b), shall include in such Underwritten Shelf Takedown, subject to Section 4, Takedown all Registrable Securities that are then covered by the Shelf Registration Statement and with respect to which the Company Issuer has received a written request requests from any such Holder for inclusion therein from a Holder no later than five business within 5 days after the date receipt by such Holder 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 TakedownNotice.

Underwritten Shelf Takedowns. A (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 intending and Sponsor Holder being in such case a “Demanding Holder”) may request to effect sell all or any portion of its Registrable Securities in an Underwritten Offering (which may include a Shelf Takedown shall be entitled to request, by written notice Block Trade) that is registered pursuant to the Company Shelf (an “Underwritten Shelf Takedown Notice”)each, that the Shelf Takedown be an underwritten offering (an “Underwritten Shelf Takedown”). (b) All requests for a Shelf Underwritten Offering shall be made by giving written notice to PubCo (the “Shelf Take Down Notice”). The Underwritten Each Shelf Takedown Take Down Notice shall specify the approximate number of Registrable Securities intended proposed to be offered sold in the Shelf Underwritten Offering and sold by the expected price range (net of underwriting discounts and commissions) of such Holder pursuant to the Shelf Underwritten Shelf TakedownOffering. Promptly Within five (5) days after receipt of an Underwritten any Shelf Takedown Notice (but in any event within three business days)Take Down Notice, the Company PubCo shall give written notice of the such requested Shelf Underwritten Shelf Takedown Offering to all other Holders of Registrable Securities and (the “PubCo 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 PubCo has received written requests for inclusion therein, within five (5) days after sending the PubCo Shelf TakedownTakedown Notice. PubCo shall enter into an underwriting agreement in a form as is customary in Underwritten Offerings of securities by PubCo with the managing Underwriter or Underwriters selected by the Holders after consultation with PubCo 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 43.3 and Article IV, all Registrable Securities that the underwriting agreement into which each Holder and PubCo shall enter shall contain such representations, covenants, indemnities and other rights and obligations of PubCo and the selling stockholders as are then covered customary in underwritten offerings of securities by PubCo. (c) Notwithstanding anything to the Shelf Registration Statement and with respect contrary contained in this Agreement, in no event shall any Special Holder or any Transferee thereof be entitled 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 (and PubCo 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 obligated to request consummate any Underwritten Shelf Takedown hereunder. An with respect to any Special Holder or any Transferee thereof) during the Lock-Up Period applicable to such person or entity. (d) PubCo shall only be obligated to effect an Underwritten Shelf Takedown if such offering (i) shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $50 million (the “Minimum Takedown Threshold”) or (ii) shall be deemed made with respect 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% all of the Registrable Securities requested of the Demanding Holder. Except as set forth in the preceding sentence (and subject to Section 2.1.3(c)), there shall be included in such no limit to the number of Underwritten Shelf TakedownTakedowns that may be requested by any Special Holder.

Underwritten Shelf Takedowns. A Holder intending to effect a Shelf Takedown Takedown, shall be entitled to request, by written notice to the Company Parent (an “Underwritten Shelf Takedown Notice”), that the Shelf Takedown be an underwritten offering (an “Underwritten Shelf Takedown”); provided that (x) for so long as the Xxxxx Stockholder holds 50% or more of the aggregate Registrable Securities held collectively by the Xxxxx Parties, any such written notice delivered by a Xxxxx Party shall only be valid if delivered by the Xxxxx Stockholder and (y) if the Xxxxx Stockholder holds less than 50% of the Registrable Securities held collectively by the Xxxxx Parties, then the Xxxxx Parties may deliver such written notice with the consent of Xxxxx Parties holding a majority of the Registrable Securities held collectively by the Xxxxx Parties. 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 TakedownTakedown and the intended method of distribution. Promptly after receipt of an Underwritten Shelf Takedown Notice (but in any event within three two (2) business days), the Company Parent 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 Parent has received a written request for inclusion therein from a Holder no later than five (5) business days after the date of the CompanyParent’s notice. The Company Parent shall not be required to facilitate an Underwritten Shelf Takedown (i) unless the expected aggregate gross proceeds Aggregate Offering Price from such offering are is at least $20 million. The Capital Parties together with 30,000,000, (ii) more than two (2) times in the aggregate in any direct 12-month period for each of (x) the TD Stockholders and their Stockholder Transferees, collectively, (y) the Xxxxxxxx Stockholders and their Stockholder Transferees, collectively, and (z) the Xxxxx Parties, collectively, or indirect transferee (iii) within sixty (60) days following any previous underwritten offering in which at least seventy-five percent (75%) 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 Registrable Securities 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 TakedownRegistration Statement were included and sold.

Underwritten Shelf Takedowns. A At any time and from time to time following the effectiveness of the Initial Shelf, any Holder intending may request to effect sell all or a portion of their Registrable Securities in a Shelf Takedown 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 entitled to request, made by giving written notice to the Company (an the “Underwritten Shelf Takedown Take Down Notice”), that the . Each Shelf Takedown be an underwritten offering (an “Underwritten Shelf Takedown”). The Underwritten Shelf Takedown Take Down Notice shall specify the approximate number of Registrable Securities intended proposed to be offered sold in the Shelf Underwritten Offering and sold the expected price range (net of underwriting discounts and commissions) of such Shelf Underwritten Offering. Except with respect to any Registrable Securities distributed by such Holder pursuant the Sponsor to its members following the Underwritten Shelf Takedown. Promptly expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as applicable, within five (5) days after receipt of an Underwritten any Shelf Takedown Notice (but in any event within three business days)Take Down Notice, the Company shall shall, subject to subsections 3.5.3 and 3.5.4 (collectively, the “MNPI Provisions”), give written notice of the such requested Shelf Underwritten Shelf Takedown Offering to all other Holders of Registrable Securities and (the “Company Shelf Takedown Notice”) and, subject to the provisions of subsection 2.2.4, shall include in such Shelf Underwritten Shelf Takedown, subject to Section 4, Offering all Registrable Securities that are then covered by the Shelf Registration Statement and with respect to which the Company has received a written request requests for inclusion therein from a Holder no later than therein, within five business (5) days after sending the date of the Company’s noticeCompany Shelf Takedown Notice. The Company shall not be required to facilitate enter into an underwriting agreement in a form as is customary in 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 Offerings 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 securities by the Capital Parties Company with the managing Underwriter 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 Underwriters selected by the Holders of Registrable Securities are able to sell at least 80% holding a majority-in-interest of the Registrable Securities requested 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 TakedownUnderwritten 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 Company shall enter shall contain such representations, covenants, indemnities and other rights and obligations of the Company and the selling stockholders as are customary in underwritten offerings of securities by the Company. The Existing Holders may demand not more than two (2) Shelf Underwritten Offerings pursuant to this Section 2.1.3 in any 12-month period.

Underwritten Shelf Takedowns. A Holder intending to effect a Shelf Takedown Takedown, shall be entitled to request, by written notice to the Company Parent (an “Underwritten Shelf Takedown Notice”), that the Shelf Takedown be an underwritten offering (an “Underwritten Shelf Takedown”); provided that (x) for so long as the Xxxxx Stockholder holds 50% or more of the aggregate Registrable Securities held collectively by the Xxxxx Parties, any such written notice delivered by a Xxxxx Party shall only be valid if delivered by the Xxxxx Stockholder and (y) if the Xxxxx Stockholder holds less than 50% of the Registrable Securities held collectively by the Xxxxx Parties, then the Xxxxx Parties may deliver such written notice with the consent of Xxxxx Parties holding a majority of the Registrable Securities held collectively by the Xxxxx Parties. 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 TakedownTakedown and the intended method of distribution. Promptly after receipt of an Underwritten Shelf Takedown Notice (but in any event within three two (2) business days), the Company Parent 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 Parent has received a written request for inclusion therein from a Holder no later than five (5) business days after the date of the CompanyParent’s notice. The Company Parent shall not be required to facilitate an Underwritten Shelf Takedown (i) unless the expected aggregate gross proceeds Aggregate Offering Price from such offering are is at least $20 million. The Capital Parties together with 30,000,000, (ii) more than two (2) times in the aggregate in any direct 12-month period for each of (x) TD and its Stockholder Transferees, collectively, (y) the Xxxxxxxx Stockholders and their Stockholder Transferees, collectively, and (z) the Xxxxx Parties, collectively, or indirect transferee (iii) within sixty (60) days following any previous underwritten offering in which at least seventy-five percent (75%) 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 Registrable Securities 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 TakedownRegistration Statement were included and sold.