Common use of Shelf Take-Downs Clause in Contracts

Shelf Take-Downs. At any time after the Registration Statement is converted into a shelf Registration Statement pursuant to the proviso in Section 2(b), if Culligan delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to effect a disposition of all or part of the Registrable Securities (a “Shelf Disposition”) and stating the number of the Registrable Securities to be included in the Shelf Disposition, then the Company shall amend or supplement the shelf Registration Statement or related prospectus as may be necessary in order to enable such Registrable Securities to be disposed of pursuant to the Shelf Disposition, provided that Culligan shall not be entitled to deliver (i) an aggregate of more than three Take-Down Notices in any twelve month period, (ii) any Take-Down Notice within 30 days after the effective date of any registration statement of the Company hereunder, or (iii) any Take-Down Notice unless it relates to the anticipated sale of Registrable Securities with a market value of at least $5.0 million (based upon the market value of the Company’s Common Stock on the date of the delivery of such Take-Down Notice).

Shelf Take-Downs. At any time after the Registration Statement is converted into a shelf Registration Statement pursuant to the proviso in Section 2(b), if Culligan Omnifrio delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to effect a disposition of all or part of the Registrable Securities (a “Shelf Disposition”) and stating the number of the Registrable Securities to be included in the Shelf Disposition, then the Company shall amend or supplement the shelf Registration Statement or related prospectus as may be necessary in order to enable such Registrable Securities to be disposed of pursuant to the Shelf Disposition, provided that Culligan Omnifrio shall not be entitled to deliver (i) an aggregate of more than three Take-Down Notices in any twelve month period, (ii) any Take-Down Notice within 30 days after the effective date of any registration statement of the Company hereunder, or (iii) any Take-Down Notice unless it relates to the anticipated sale of Registrable Securities with a market value of at least $5.0 million (based upon the market value of the Company’s Common Stock common stock on the date of the delivery of such Take-Down Notice).