Common use of Underwritten Shelf Takedowns Clause in Contracts

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. A Stockholder Holder intending to effect a Shelf Takedown, 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 Holder pursuant to the Underwritten Shelf Takedown and the intended method of distributionTakedown. 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 Holders of Registrable Securities and shall include in such Underwritten Shelf Takedown, subject to Section 4.34, 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 a Holder 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 expected aggregate gross proceeds from such offering is are 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), 25 million and shall not be required to effect more than two (2) times in the aggregate Underwritten Shelf Takedowns 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 12-12 month period.

Underwritten Shelf Takedowns. A Stockholder Holder intending to effect a Shelf Takedown, Takedown shall be entitled to request, request by written notice to the Company (an “Underwritten Shelf Takedown Notice”), ) that the a 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 Stockholder Holder pursuant to the Underwritten Shelf Takedown and the intended method of distributionTakedown. Promptly after receipt of an Underwritten Shelf Takedown Notice (but in any event within two (2) business daysBusiness Days), the Company shall give written notice of the requested Underwritten Shelf Takedown to all other Sxxxx Family Stockholders Holders of Registrable Securities and shall include in such Underwritten Shelf Takedown, subject to Section 4.36, 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 a Holder 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) 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 expected aggregate gross proceeds from such offering is (after giving effect to any withdrawal under Section 4(f)) are 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 period75 million.

Underwritten Shelf Takedowns. A Stockholder Holder intending to effect a Shelf Takedown, 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 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 Holder pursuant to the Underwritten Shelf Takedown and the intended method of distributionTakedown. Promptly after receipt of an Underwritten Shelf Takedown Notice (but in any event within two (2) business daysBusiness Days), the Company shall give written notice of the requested Underwritten Shelf Takedown to all other Sxxxx Family Stockholders Holders of Registrable Securities and shall include in such Underwritten Shelf Takedown, subject to Section 4.36.1(g), 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 a Holder 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) 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 expected aggregate gross proceeds from such offering is are 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), 20 million and shall not be required to effect more than two a total of three (23) times in the aggregate Underwritten Shelf Takedown or Demand Registration in any 12-month period, and period (iii) in it being understood that the case of an underwritten block trade, Company shall not be obligated to effect more than four a total of two (42) times Demand Registrations in the aggregate in any 12-month periodtotal pursuant to this Agreement).

Underwritten Shelf Takedowns. A Stockholder Any Holder or Holders intending to effect a Shelf Takedown, 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 Holder(s) 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 effect more than two Underwritten Shelf Takedowns during the term of this Agreement and shall not be required to facilitate an Underwritten Shelf Takedown unless (i) unless in the Aggregate Offering Price from case of the first Underwritten Shelf Takedown, such offering is at least for the lesser of (a) expected aggregate gross proceeds of $50,000,000, 5 million or (b) all of such Holder’s remaining Registrable Securities and (ii) in the case of a marketed underwritten offering (andthe second Underwritten Shelf Takedown, for the avoidance Holder(s) requesting such Underwritten Shelf Takedown request the inclusion in such Underwritten Shelf Takedown 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 all of an underwritten block trade, more than four (4) times in the aggregate in any 12-month periodits or their remaining Registrable Securities.

Underwritten Shelf Takedowns. A Stockholder Any Holder or Holders intending to effect a Shelf Takedown, 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 Holder(s) pursuant to the Underwritten Shelf Takedown and the intended method of distributionTakedown. Promptly after receipt of an Underwritten Shelf Takedown Notice (but in any event within The Company shall not be required to effect more than two (2) business days), the Company shall give written notice of the requested Underwritten Shelf Takedown to all other Sxxxx Family Stockholders Takedowns during the term of this Agreement 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 unless (i) unless in the Aggregate Offering Price from case of the first Underwritten Shelf Takedown, such offering is at least for the lesser of (a) expected aggregate gross proceeds of $50,000,000, 5 million or (b) all of such Holder’s remaining Registrable Securities and (ii) in the case of a marketed underwritten offering (andthe second Underwritten Shelf Takedown, for the avoidance Holder(s) requesting such Underwritten Shelf Takedown request the inclusion in such Underwritten Shelf Takedown 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 all of an underwritten block trade, more than four (4) times in the aggregate in any 12-month periodits or their remaining Registrable Securities.