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 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. A Holder Stockholder 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 Holder Stockholder 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 two (2) business days), the Company shall give written notice of the requested Underwritten Shelf Takedown to all other Holders of Registrable Securities Sxxxx Family Stockholders and shall include in such Underwritten Shelf Takedown, subject to Section 44.3, 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 a Holder 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 expected aggregate gross proceeds Aggregate Offering Price from such offering are is at least $25 million and shall not be required to effect 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) Underwritten Shelf Takedowns times in the aggregate in any 12 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 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 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 Holder pursuant to the Underwritten Shelf Takedown. 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 Holders of Registrable Securities and shall include in such Underwritten Shelf Takedown, subject to Section 46, 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 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 (after giving effect to any withdrawal under Section 4(f)) are at least $25 million and shall not be required to effect more than two (2) Underwritten Shelf Takedowns in any 12 month period75 million.

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”). 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 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 $25 million 50,000,000, (ii) with respect to an individual Holder and shall not be required to effect its Stockholder Transferees more than two three (23) Underwritten Shelf Takedowns times in the aggregate in any 12 12-month period, or (iii) within sixty (60) days following any previous underwritten offering in which at least seventy-five percent (75%) of the number of Registrable Securities requested by the Holders to be included in such Registration Statement were included and sold.

Underwritten Shelf Takedowns. A Any Holder or Holders 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 Holder(s) pursuant to the Underwritten Shelf Takedown. Promptly after receipt of an The Company shall not be required to effect more than two Underwritten Shelf Takedown Notice (but in any event within two (2) business days), Takedowns during the Company shall give written notice term of the requested Underwritten Shelf Takedown to all other Holders of Registrable Securities this Agreement 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 (i) in the case of the first Underwritten Shelf Takedown, such offering is for the lesser of (a) expected aggregate gross proceeds from of $5 million or (b) all of such offering are at least $25 million Holder’s remaining Registrable Securities and shall not be required to effect more than two (2ii) in the case of the second Underwritten Shelf Takedowns Takedown, the Holder(s) requesting such Underwritten Shelf Takedown request the inclusion in any 12 month periodsuch Underwritten Shelf Takedown of all of its or their remaining Registrable Securities.

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 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 daysBusiness 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 46.1(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 a Holder no later than five (5) business days 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 20 million and shall not be required to effect more than a total of three (3) Underwritten Shelf Takedown or Demand Registration in any 12-month period (it being understood that the Company shall not be obligated to effect more than a total of two (2) Underwritten Shelf Takedowns Demand Registrations in any 12 month periodtotal pursuant to this Agreement).

Underwritten Shelf Takedowns. A Any Holder or Holders 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 Holder(s) 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 during the term of this Agreement and shall not be required to facilitate an Underwritten Shelf Takedown unless (i) in any 12 month periodthe case of the first Underwritten Shelf Takedown, such offering is for the lesser of (a) expected aggregate gross proceeds of $5 million or (b) all of such Holder’s remaining Registrable Securities and (ii) in the case of the second Underwritten Shelf Takedown, the Holder(s) requesting such Underwritten Shelf Takedown request the inclusion in such Underwritten Shelf Takedown of all of its or their remaining Registrable Securities.