Common use of Shelf Take-Downs Clause in Contracts

Shelf Take-Downs. Any of the Holders whose Registrable Securities have been registered pursuant to a Shelf Registration may initiate an offering or sale of Registrable Securities pursuant to such Shelf Registration (each, a “Shelf Take-Down”) and such Holder shall not be required to permit the offer and sale of Registrable Securities by other Holders in connection with such Shelf Take-Down. If the initiating Holders so elect by written request to the Company, a Shelf Take-Down may be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”); provided that any underwritten sale pursuant to a Shelf Registration pursuant to this Section 2.03 must be for a number of Registrable Securities which, based on the good faith determination of the Holders, will result in gross proceeds of at least $5 million in the case of any Marketed Underwritten Offering or $1 million in the case of any other underwritten offering. The Company shall, if so requested, file and effect an amendment or supplement of the Shelf Registration for such purpose as soon as practicable.

Shelf Take-Downs. Any of the Holders whose Registrable Securities have been registered pursuant to a Shelf Registration may initiate an offering or sale of Registrable Securities pursuant to such Shelf Registration (each, a “Shelf Take-Down”) and such Holder shall not be required to permit the offer and sale of Registrable Securities by other Holders in connection with such Shelf Take-Down. If the initiating Holders so elect by written request to the Company, a Shelf Take-Down may be in the form of an underwritten offering (an “Underwritten Shelf Take-Down”); provided that any underwritten sale pursuant to a Shelf Registration pursuant to this Section 2.03 3.03 must be for a number of Registrable Securities which, based on the good faith determination of the Holders, will result in gross proceeds of at least $5 million in the case of any Marketed Underwritten Offering or $1 million in the case of any other underwritten offering. The Company shall, if so requested, file and effect an amendment or supplement of the Shelf Registration for such purpose as soon as practicable.