Common use of Draw Downs Clause in Contracts

Draw Downs. If any Holder effects, pursuant to a Shelf Registration, a public offering of all or a part of its Registrable Securities a shelf "draw-down") and wishes the Company to perform, in connection with such shelf "draw-down," any procedures specified in Section 6(a) hereof in addition to those the Company is otherwise obligated to perform with respect to such Shelf Registration pursuant to Sections 2(a) and 6(a) hereof, such Holder shall deliver to the Company, at least five Business Days before such "draw-down" is to be made, a written notice describing in reasonable detail its proposed offering and requesting the performance of such additional procedures pursuant to this Section 2(d) and such Section 6(a). The Company shall be required to perform such additional procedures in advance of a particular shelf "draw-down" only if such Holder shall have requested such performance as provided above. In addition, the Company shall be required to perform such additional procedures (other than those required under the securities laws) in connection with a particular shelf "draw-down" only if one or more Holders shall have notified the Company pursuant to this Section 2(d) of their intention to offer to the public Registrable Securities with an aggregate market value (on the date the written notice referred to above is delivered) of at least $2 million pursuant to such "draw-down." During the first three years of the Shelf Period a shelf "draw-down" that is an underwritten offering shall constitute a Demand Registration for purposes of the first sentence of Section 3(b).