Common use of Demand Notices and Requests for Underwritten Shelf Takedowns Clause in Contracts

Demand Notices and Requests for Underwritten Shelf Takedowns. The Initiating Holder(s) may request (i) pursuant and subject to Section 1(a) and the other terms and conditions hereof, a Demand Registration that is an Underwritten Offering (a “Underwritten Demand Offering”), or (ii) pursuant and subject to Section 1(b) and the other terms and conditions hereof, to sell all or any portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (an “Underwritten Shelf Takedown”). Each such request shall be made by giving written notice (an “Underwritten Offering Notice”) to the Company. Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities requested to be registered, in the case of an Underwritten Demand Offering, or sold, in the case of an Underwritten Shelf Takedown. Within ten (10) days after receipt of any Underwritten Offering Notice, the Company shall give written notice of such requested registration or requested Underwritten Shelf Takedown, as applicable, to all other Holders of Registrable Securities and, subject to the provisions of Section 1(f)(ii) below, shall include in such Underwritten Demand Offering or Underwritten Shelf Takedown, as applicable, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. Following the delivery of an Underwritten Offering Notice in connection with an Underwritten Demand Offering, the Company shall use its reasonable best efforts to make such filing within forty-five (45) days of receipt of such Underwritten Offering Notice (the “Filing Deadline”), and shall use its reasonable best efforts to cause such Registration Statement to become effective within one hundred and eighty (180) days after receipt of an Underwritten Offering Notice (the “Effectiveness Deadline”).

Demand Notices and Requests for Underwritten Shelf Takedowns. The Initiating Holder(s) One or more Holders may request (i) pursuant and subject to Section 1(a) and the other terms and conditions hereof, a Demand Registration that is an Underwritten Offering (a “Underwritten Demand Offering”), or (ii) pursuant and subject to Section 1(b) and the other terms and conditions hereof, to sell all or any portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (an “Underwritten Shelf Takedown”). Each such request shall be made by giving written notice (an “Underwritten Offering Notice”) to the Company. Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities requested to be registered, in the case of an a Underwritten Demand Offering, or sold, in the case of an Underwritten Shelf Takedown. Within ten (10) days after receipt of any Underwritten Offering Notice, the Company shall give written notice of such requested registration or requested Underwritten Shelf Takedown, as applicable, to all other Holders of Registrable Securities and, subject to the provisions of Section 1(f)(ii1(g) below, shall include in such Underwritten Demand Offering or Underwritten Shelf Takedown, as applicable, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. Following the delivery of an Underwritten Offering Notice in connection with an a Underwritten Demand Offering, the Company shall use its commercially reasonable best efforts to make such filing within forty-five (45) days of receipt of such Underwritten Offering Notice (the “Filing Deadline”)Notice, and shall use its commercially reasonable best efforts to cause such Registration Statement registration statement to become effective within one hundred and eighty twenty (180120) days after receipt of an Underwritten Offering Notice (the “Effectiveness Deadline”)Notice.

Demand Notices and Requests for Underwritten Shelf Takedowns. The Initiating Holder(s) may request (i) pursuant and subject to Section 1(a) and the other terms and conditions hereof, a Demand Registration that is an Underwritten Offering (a “Underwritten Demand Offering”), or (ii) pursuant and subject to Section 1(b) and the other terms and conditions hereof, to sell all or any portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (an “Underwritten Shelf Takedown”). Each such request shall be made by giving written notice (an “Underwritten Offering Notice”) to the Company. Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities requested to be registered, in the case of an Underwritten Demand Offering, or sold, in the case of an Underwritten Shelf Takedown. Within ten (10) days after receipt of any Underwritten Offering Notice, the Company shall give written notice of such requested registration or requested Underwritten Shelf Takedown, as applicable, to all other Holders of Registrable Securities and, subject to the provisions of Section 1(f)(ii) below, shall include in such Underwritten Demand Offering or Underwritten Shelf Takedown, as applicable, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. Following the delivery of an Underwritten Offering Notice in connection with an Underwritten Demand Offering, the Company shall use its reasonable best efforts to make such filing within forty-five (45) days of receipt of such Underwritten Offering Notice (the “Filing Deadline”), and shall use its reasonable best efforts to cause such Registration Statement to become effective within one hundred and eighty (180) days after receipt of an Underwritten Offering Notice (the “Effectiveness Deadline”).. (f) Registrations; Takedowns. (i) A registration shall not count as one of the permitted Demand Registrations until it has become effective, and any Demand Registration shall not count as a Demand Registration unless the Initiating Holder(s) is able to register and 4 19572323.8 Execution Version Exhibit 4.1 sell at least seventy percent (70%) of the Registrable Securities requested to be registered by such Initiating Holder(s) in such Demand Registration; provided that the Company shall in any event pay all Registration Expenses in connection with any registration initiated as a Demand Registration whether or not it has become effective and whether or not such registration has counted as one of the permitted Demand Registrations; provided further that a Demand Registration which is withdrawn at the sole request of the Initiating Holder(s) who demanded such Demand Registration will count as a Demand Registration unless the Company is reimbursed by such Initiating Holder(s) for all reasonable out‑of‑pocket expenses incurred by the Company in connection with such registration. (ii) An underwritten sale of Registrable Securities shall not count as one of the permitted Underwritten Shelf Takedowns unless the Initiating Holder(s) is able sell at least seventy percent (70%) of the Registrable Securities requested to be sold in such Underwritten Shelf Takedown; provided that an Underwritten Shelf Takedown which is withdrawn at the sole request of such Initiating Holder(s) will count as an Underwritten Shelf Takedown unless the Company is reimbursed by such Initiating Holder(s) for all reasonable out‑of‑pocket expenses incurred by the Company in connection with any such Underwritten Shelf Takedown. (g)

Demand Notices and Requests for Underwritten Shelf Takedowns. The Initiating Holder(s) One or more Holders may request (i) pursuant and subject to Section 1(a) and the other terms and conditions hereof, a Demand Registration that is an Underwritten Offering (a “Underwritten Demand Offering”)Registration, or (ii) pursuant and subject to Section 1(b) and the other terms and conditions hereof, to sell all or any portion of their Registrable Securities in an Underwritten Offering that is registered pursuant to the Shelf (an “Underwritten Shelf Takedown”). Each such request shall be made by giving written notice (an “Underwritten Offering Notice”) to the Company. Each Underwritten Offering Notice shall specify the approximate number of Registrable Securities requested to be registered, in the case of an Underwritten a Demand OfferingRegistration, or sold, in the case of an Underwritten Shelf Takedown, and the anticipated per share price range for such offering (net of underwriting discounts or commissions). Within ten (10) days after receipt of any Underwritten Offering Notice, the Company shall give written notice of such requested registration or requested Underwritten Shelf Takedown, as applicable, to all other Holders of Registrable Securities and, subject to the provisions of Section 1(f)(ii1(g) below, shall include in such Underwritten Demand Offering Registration or Underwritten Shelf Takedown, as applicable, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within fifteen (15) days after the receipt of the Company’s notice. Following the delivery of an Underwritten Offering Notice in connection with an Underwritten a Demand OfferingRegistration, the Company shall use its reasonable best efforts to make such filing within forty-five (45) days of receipt of such Underwritten Offering Notice (the “Filing Deadline”)Notice, and shall use its reasonable best efforts to cause such Registration Statement registration statement to become effective within one hundred and eighty twenty (180120) days after receipt of an Underwritten Offering Notice (the “Effectiveness Deadline”)Notice.