Common use of Xxxxx Xxxx-Xxxxx Clause in Contracts

Xxxxx Xxxx-Xxxxx. A Holder of Shelf Registered Securities may sell pursuant to the Shelf Registration Statement from time to time in accordance with the plan of distribution set forth in the Shelf Registration Statement. A Holder or Holders of Shelf Registered Securities may also request (the “Shelf Public Offering Request”) that a shelf take-down be in the form of an Underwritten Offering (a “Shelf Public Offering”) if the gross proceeds reasonably anticipated to be generated from the sale of the Shelf Registered Securities (as determined in good faith by the relevant Holders and their Underwriters) equals or exceeds $7,500,000. Promptly upon receipt of a Shelf Public Offering Request, the Company shall provide notice (the “Shelf Public Offering Notice”) of such proposed Underwritten Offering (which notice shall state the material terms of such proposed Underwritten Offering, to the extent known, as well as the identity of the Shelf Public Offering Requesting Holder) to the other Holders holding Shelf Registered Securities. Such other Holders may, by written request to the Company and the Underwriter for such Underwritten Offering, within five Business Days after receipt of such Shelf Public Offering Notice, offer and sell up to all of their Shelf Registered Securities of the same class or series as the Shelf Registered Securities proposed to be sold in such Underwritten Offering. No Holder shall be entitled to include any of its Registrable Securities in a Shelf Public Offering unless such Xxxxxx has complied with Section 2.8. The Underwriter or Underwriters selected for such Underwritten Offering shall be selected in accordance with Section 2.7(f). The terms and conditions of any customary underwriting or purchase arrangements pursuant to which Registrable Securities shall be sold in a Shelf Public Offering shall be approved by the Shelf Public Offering Requesting Holder.

Xxxxx Xxxx-Xxxxx. A Holder of Shelf Registered Securities may sell pursuant to the Shelf Registration Statement from time to time in accordance with the plan of distribution set forth in the Shelf Registration Statement. A Holder or Holders of Shelf Registered Securities may also request (the “Shelf Public Offering Request”) that a shelf take-down be in the form of an Underwritten Offering (a “Shelf Public Offering”) if the gross proceeds reasonably anticipated to be generated from the sale of the Shelf Registered Securities (as determined in good faith by the relevant Holders and their Underwriters) equals or exceeds $7,500,00015,000,000. Promptly upon receipt of a Shelf Public Offering Request, the Company shall provide notice (the “Shelf Public Offering Notice”) of such proposed Underwritten Offering (which notice shall state the material terms of such proposed Underwritten Offering, to the extent known, as well as the identity of the Shelf Public Offering Requesting Holder) to the other Holders holding Shelf Registered Securities. Such other Holders may, by written request to the Company and the Underwriter for such Underwritten Shelf Public Offering, within five Business Days after receipt of such Shelf Public Offering Notice, offer and sell up to all of their Shelf Registered Securities of the same class or series as the Shelf Registered Securities proposed to be sold in such Underwritten Offering. No Holder shall be entitled to include any of its Registrable Securities in a Shelf Public Offering unless such Xxxxxx has complied with Section 2.8. The Underwriter or Underwriters selected for such Underwritten Offering shall be selected in accordance with Section 2.7(f). The terms and conditions of any customary underwriting or purchase arrangements pursuant to which Registrable Securities shall be sold in a Shelf Public Offering shall be approved by the Shelf Public Offering Requesting Holder.

Xxxxx Xxxx-Xxxxx. A Holder of Shelf Registered Securities may sell pursuant Subject to the Shelf Registration Statement provisions of this Section 2, at any time and from time to time after the Initial Lock-up Release Date, Xx Xxxxxxxx Stockholders holding a majority of the Registrable Securities included in accordance with an effective Shelf Registration (“Initiating Holders”) may initiate an offering or sale of all or part of such Registrable Securities pursuant to the plan of distribution set forth Registration Statement referred to in the immediately preceding Section 2(a) (a “Shelf Registration Statement. A Holder Take- Down”); provided that any Shelf Take-Down must have an aggregate dollar value of $75 million or Holders of Shelf Registered Securities may also request greater (the “Shelf Public Minimum Offering RequestSize”) and the Xx Xxxxxxxx Stockholders may only request three Shelf Take-Downs in any rolling 12-month basis (provided that such limits shall include all Underwritten Shelf Take-Downs and Marketed Underwritten Shelf Take-Downs, but shall not apply to any Non-Marketed Shelf Take-Downs). If the Initiating Holders elect in a shelf takewritten request delivered to the Corporation (an “Underwritten Shelf Take-down Down Notice”), a Shelf Take- Down may be in the form of an Underwritten Offering (an “Underwritten Shelf Take-Down”) and, if necessary, the Corporation shall file and effect an amendment or supplement to its Shelf Registration for such purpose as soon as reasonably practicable and taking into account financial statement staleness rules. The Initiating Holders shall indicate in such Underwritten Shelf Take- Down Notice whether they intend for such Underwritten Shelf Take-Down to involve a block trade or a customary “road show” (including an “electronic road show”) or other marketing effort by the underwriters (a “Marketed Underwritten Shelf Public OfferingTake-Down”). If the Initiating Holders desire to effect a Non-Marketed Shelf Take-Down, the Initiating Holders shall so indicate in a written request delivered to the Corporation no later than two Business Days prior to the expected date of such Non-Marketed Shelf Take-Down, which request shall include (i) if the gross proceeds reasonably anticipated total number of Registrable Securities expected to be generated from offered and sold in such Non-Marketed Shelf Take-Down, (ii) the sale expected plan of distribution of such Non-Marketed Shelf Take-Down and (iii) the action or actions required (including the timing thereof) in connection with such Non- Marketed Shelf Take-Down, and, if necessary, the Corporation shall file and effect an amendment or supplement to its Shelf Registration for such purpose as soon as practicable and in any event within two Business Days; provided that each of the Shelf Registered Securities (as determined in good faith by the relevant Holders and their Underwriters) equals or exceeds $7,500,000. Promptly upon receipt of a Shelf Public Offering Request, the Company foregoing periods shall provide notice (the “Shelf Public Offering Notice”) of such proposed Underwritten Offering (which notice shall state the material terms of such proposed Underwritten Offering, be extended to the extent knownrequired to satisfy financial statement staleness rules and subject to Section 4(a)(i) (subject to any lock-up restrictions), as well as the identity of the Shelf Public Offering Requesting Holder) to the other Holders holding Shelf Registered Securities. Such other Holders mayincluding, by written request to the Company and the Underwriter for such Underwritten Offeringwithout limitation, within five Business Days after receipt of such Shelf Public Offering Noticefiling a Prospectus, offer and sell up to all of their Shelf Registered Securities of the same class or series as the Shelf Registered Securities proposed to be sold in such Underwritten Offering. No Holder shall be entitled to include any of its Registrable Securities in a Shelf Public Offering unless such Xxxxxx has complied with Section 2.8. The Underwriter or Underwriters selected for such Underwritten Offering shall be selected in accordance with Section 2.7(f). The terms and conditions of any customary underwriting or purchase arrangements pursuant to which Registrable Securities shall be sold in a Shelf Public Offering shall be approved by the Shelf Public Offering Requesting Holder.prospectus supplement, post-effective amendments, appropriate qualification under

Xxxxx Xxxx-Xxxxx. A Holder At any time that a Shelf Registration Statement covering Registrable Securities is effective, the Investors may deliver a notice to the Company (a “Take-Down Notice”) stating that they intend to effect an underwritten offering of all or part of their Registrable Securities included by them on the shelf registration statement (a “Shelf Registered Underwritten Offering”), subject to the requirement that either (i) such Investors hold at least fifteen percent (15%) of the then-outstanding number of Registrable Securities (on an as-converted basis pursuant to Section 7(c) of the Certificate of Designations) or (ii) the total offering price is reasonably expected to equal or exceed, in the aggregate, the Minimum Demand Threshold, then the Company shall amend or supplement the Shelf Registration Statement as may sell be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Registration Statement from time to time in accordance with the plan of distribution set forth in the Shelf Registration Statement. A Holder or Holders of Shelf Registered Securities may also request (the “Shelf Public Offering Request”) that a shelf take-down be in the form of an Underwritten Offering (a “Shelf Public Offering”) if taking into account the gross proceeds reasonably anticipated inclusion of Registrable Securities by any other Investors pursuant to be generated from the sale Section 2(d)(i)). Investors that are holders of the Shelf Registered Registrable Securities (as determined in good faith by the relevant Holders and their Underwriters) equals or exceeds $7,500,000. Promptly upon receipt of a Shelf Public Offering Request, the Company shall provide notice (the “Shelf Public Offering Notice”) of such proposed Underwritten Offering (which notice shall state the material terms of such proposed Underwritten Offering, to the extent known, as well as the identity of the Shelf Public Offering Requesting Holder) to the other Holders holding Shelf Registered Securities. Such other Holders may, by written request to the Company and the Underwriter for such Underwritten Offering, within five Business Days after receipt of such Shelf Public Offering Notice, offer and sell up to all of their Shelf Registered Securities of the same class or series as the Shelf Registered Securities proposed to be sold in such Underwritten Offering. No Holder shall be entitled to include any request, and the Company shall be required to facilitate, an aggregate of its Registrable Securities four (4) total Shelf Underwritten Offerings pursuant to this Section 2(d) in addition to the other registration rights provided in this Agreement; provided, however, that a Shelf Public Offering unless such Xxxxxx has complied with Section 2.8. The Underwriter or Underwriters selected for such Underwritten Offering shall not be selected counted for such purposes unless a Shelf Registration Statement has become effective and all of the Registrable Securities requested by such Investors to be registered in accordance with Section 2.7(f). The terms and conditions such Shelf Underwritten Offering have been sold; provided, further, that the number of any customary underwriting or purchase arrangements Shelf Underwritten Offerings the Investors shall be entitled to request shall be reduced by each Take-Down Notice effected for such Investors pursuant to which Registrable Securities this Section 2(d); and provided, further, that each Major Investor shall be sold entitled to demand at least one Shelf Underwritten Offering, which demand may be in addition to the four (4) total Shelf Underwritten Offerings if such Major Investor had not previously demanded a Shelf Public Offering shall be approved by the Underwritten Offering. In connection with any Shelf Public Offering Requesting Holder.Underwritten Offering: