Common use of Underwritten Takedowns Clause in Contracts

Underwritten Takedowns. In the event that a Shelf Registration Statement is effective Holders representing the Registrable Securities with a market value of at least $50 million shall each have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Corporation shall pay all Registration Expenses in connection therewith; provided that each Controlling Holder shall have the right at any time and from time to time to elect to sell pursuant to an offering (including an Underwritten Takedown) pursuant to a Shelf Offering Request (as defined below) made by such Controlling Holder so long as the amount of Registrable Securities requested to be included in such Shelf Offering Request (including any Registrable Securities included pursuant to the third succeeding sentence) is reasonably expected to result in aggregate gross proceeds in excess of $5 million. The applicable Holders shall make such election by delivering to the Corporation a written request (a “Shelf Offering Request”) for such offering specifying the number of Shelf Registrable Securities that such Holders desire to sell pursuant to such offering (the “Shelf Offering”). As promptly as practicable, but no later than two Business Days after receipt of a Shelf Offering Request, the Corporation shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Request to all other holders of Shelf Registrable Securities. The Corporation, subject to Sections 2(h) and 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other Holder that shall have made a written request to the Corporation for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be sold by such Holder) within 10 days after the receipt of the Shelf Offering Notice. The Corporation shall, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Offering Request, unless a longer period is agreed to by the Holders representing a majority of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to facilitate such Shelf Offering.

Underwritten Takedowns. In (a) At any time and from time to time and subject to any lock-up to which such shares are subject, if the event that Company shall receive a Shelf Registration Statement is effective request from the Original Bark Holders representing the of Registrable Securities with a an estimated market value of at least $50 million (the requesting holder(s) shall be referred to herein as the “Requesting Holder”) that the Company effect the Underwritten Takedown of all or any portion of the Requesting Holder’s Registrable Securities, , then the Company shall promptly give notice of such requested Underwritten Takedown (each have the right at any time or from time such request shall be referred to time to elect to sell pursuant to an offering (including an underwritten offering (an herein as a “Underwritten Demand Takedown”)) at least ten (10) Business Days prior to the anticipated filing date of the prospectus or supplement relating to such Demand Takedown to the other Holders and thereupon shall use its reasonable efforts to effect, as expeditiously as possible, the offering in such Underwritten Takedown of: (i) subject to the restrictions set forth in Section 2.2.4, all Registrable Securities available for sale pursuant which the Requesting Holder has requested such offering under Section 2.1.5, and (ii) subject to the restrictions set forth in Section 2.2.4, all other Registrable Securities that any Holders of Registrable Securities (all such registration statement holders, together with the Requesting Holder, the “Selling Holders”) have requested the Company to offer by request received by the Company within seven Business Days after such Holders receive the Company’s notice of the Demand Takedown, all to the extent necessary to permit the disposition (“Shelf in accordance with the intended methods thereof as aforesaid) of the Registrable Securities”Securities so to be offered. (b) The Company shall only be required to effectuate: (i) no more than two Underwritten Takedowns in any twelve-month period; and (ii) no more than three Underwritten Takedowns in respect of all Registrable Securities held by the Original Bark Holders. All Block Trades shall be deemed Underwritten Takedowns for purposes of this subsection 2.1.4(b), so long as . (c) If the Shelf Registration Statement remains managing underwriter in effect, an Underwritten Takedown advises the Company and the Corporation shall pay all Registration Expenses Requesting Holder that, in connection therewith; provided that each Controlling Holder shall have its view, the right at any time and from time to time to elect to sell pursuant to an offering (including an Underwritten Takedown) pursuant to a Shelf Offering Request (as defined below) made by such Controlling Holder so long as the amount number of shares of Registrable Securities requested to be included in such Shelf Offering Request (underwritten offering exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including any the price at which such shares can be sold, the shares included in such Underwritten Takedown will be reduced by the Registrable Securities included pursuant held by the Selling Holders (applied on a pro rata basis based on the total number of Registrable Securities held by such Holders, subject to a determination by the third succeeding sentence) is reasonably expected to result in aggregate gross proceeds in excess of $5 million. The applicable Commission that certain Holders shall make such election by delivering to the Corporation a written request (a “Shelf Offering Request”) for such offering specifying must be reduced first based on the number of Shelf Registrable Securities that held by such Holders desire Holders). (d) The Underwriter or Underwriters in connection with such Underwritten Takedown will be selected by the Company and shall be reasonably acceptable to sell pursuant to such offering (a majority in interest of the “Shelf Offering”)Selling Holders. As promptly as practicable, but no later than two Business Days after receipt of a Shelf Offering RequestIn connection with an Underwritten Takedown, the Corporation Company and the Selling Holders shall give written notice enter into customary agreements (the “Shelf Offering Notice”) of such Shelf Offering Request to all other holders of Shelf Registrable Securities. The Corporation, subject to Sections 2(hincluding an underwriting agreement in customary form) and 8 hereof, shall include take such other actions as are reasonably required in such Shelf Offering order to expedite or facilitate the Shelf Registrable Securities of any other Holder that shall have made a written request to the Corporation for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be sold by such Holder) within 10 days after the receipt of the Shelf Offering Notice. The Corporation shall, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Offering Request, unless a longer period is agreed to by the Holders representing a majority disposition of the Registrable Securities that made in such Underwritten Takedown, including, if necessary, the Shelf Offering Request)engagement of a “qualified independent underwriter” in connection with the qualification of the underwriting arrangements with the Financial Industry Regulatory Authority, use its reasonable best efforts to facilitate such Shelf Offering.Inc.

Underwritten Takedowns. In the event that a Shelf Registration Statement is effective Holders representing the Registrable Securities with a market value of at least $50 million shall each have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering (an “Underwritten Takedown”)) Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect, and the Corporation shall pay all Registration Expenses in connection therewith; provided that each Controlling Holder shall have the right at any time and from time to time to elect to sell pursuant to an offering (including an Underwritten Takedown) pursuant to a Shelf Offering Request (as defined below) made by such Controlling Holder so long as the amount of Registrable Securities requested to be included in such Shelf Offering Request (including any Registrable Securities included pursuant to the third succeeding sentence) is reasonably expected to result in aggregate gross proceeds in excess of $5 million. The applicable Holders shall make such election by delivering to the Corporation a written request (a “Shelf Offering Request”) for such offering specifying the number of Shelf Registrable Securities that such Holders desire to sell pursuant to such offering (the “Shelf Offering”). As promptly as practicable, but no later than two Business Days days after receipt of a Shelf Offering Request, the Corporation shall give written notice (the “Shelf Offering Notice”) of such Shelf Offering Request to all other holders of Shelf Registrable Securities. The Corporation, subject to Sections 2(h) and 8 hereof, shall include in such Shelf Offering the Shelf Registrable Securities of any other Holder that shall have made a written request to the Corporation for inclusion in such Shelf Offering (which request shall specify the maximum number of Shelf Registrable Securities intended to be sold by such Holder) within 10 days after the receipt of the Shelf Offering Notice. The Corporation shall, as expeditiously as possible (and in any event within 20 days after the receipt of a Shelf Offering Request, unless a longer period is agreed to by the Holders representing a majority of the Registrable Securities that made the Shelf Offering Request), use its reasonable best efforts to facilitate such Shelf Offering.