Common use of Shelf Take-Downs Clause in Contracts

Shelf Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2, Section 3 or this Section 4 is effective, if any holder or group of holders of Registrable Securities delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to effect an underwritten offering of all or part of its Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in the Shelf Underwritten Offering and confirming that such sale of Registrable Securities is reasonably expected to result in aggregate gross proceeds in excess of $25 million, then, the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other holders pursuant to this Section 4(c)). In connection with any Shelf Underwritten Offering:

Shelf Take-Downs. At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2, Section 3 2 or this Section 4 3 is effective, if any holder or group of holders of Registrable Securities delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to effect an underwritten offering of all or part of its Registrable Securities included by it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in the Shelf Underwritten Offering and confirming that such sale of Registrable Securities is reasonably expected to result in aggregate gross proceeds in excess of $25 millionOffering, then, provided that the Committee (as defined in the LLC Agreement) approves of such Shelf Underwritten Offering, the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other holders pursuant to this Section 4(c3(c)). In connection with any Shelf Underwritten Offering:

Shelf Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2, Section 3 or this Section 4 is effective, if any holder or group of holders of Registrable Securities delivers a notice to the Company and the Board (a “Take-Down Notice”) stating that it intends to effect an underwritten offering of all or part of its Registrable Securities included by it on the Shelf Registration Statement Registration, whether such offering is underwritten or non-underwritten (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in the Shelf Underwritten Offering, then, provided that the Board approves the Shelf Offering and confirming that such sale the number of the Registrable Securities is reasonably expected to result be included in aggregate gross proceeds in excess of $25 million, thensuch Shelf Offering, the Company shall amend or supplement the shelf registration statement Shelf Registration as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other holders pursuant to this Section 4(c)3.5 of this Agreement). In connection with any Shelf Underwritten Offering:

Shelf Take-Downs. At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2, Section 3 or this Section 4 Article III is effective, if any holder Holder or group of holders of Registrable Securities Holders delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to effect an underwritten offering of all or part of its Registrable Securities included by it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in the Shelf Underwritten Offering and confirming that such sale of Registrable Securities is reasonably expected to result in aggregate gross proceeds in excess of $25 millionOffering, then, provided that the Coordination Committee approves of such Shelf Underwritten Offering, the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other holders Holders pursuant to this Section 4(c)3.6). In connection with any Shelf Underwritten Offering:

Shelf Take-Downs. At any time that a Shelf shelf Registration Statement covering Registrable Securities pursuant to Section 2, Section 3 or this Section 4 is effective, if any holder or group of holders of Registrable Securities delivers a notice to the Company Corporation (a “Take-Down Notice”) stating that it intends to effect an underwritten offering on the shelf Registration Statement of all or part of its (x) Registrable Securities included by it on which would, in the Shelf Registration Statement aggregate, reasonably be expected to generate (without regard to any underwriting discount or commission) proceeds of $50 million or greater, or (y) all of the Registrable Securities then issued and outstanding (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in the Shelf Underwritten Offering and confirming that such sale of Registrable Securities is reasonably expected to result in aggregate gross proceeds in excess of $25 million), then, provided that the Company Coordination Committee approves of such Shelf Underwritten Offering, the Corporation shall amend or supplement the shelf registration statement Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other holders pursuant to this Section 4(c)). In connection with any Shelf Underwritten Offering:

Shelf Take-Downs. At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2, Section 3 or this Section 4 is effective, if any holder or group of holders of Registrable Securities delivers a notice to the Company Corporation (a “Take-Down Notice”) stating that it intends to effect an underwritten offering of all or part of its Registrable Securities included by it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in the Shelf Underwritten Offering and confirming that such sale of Registrable Securities is reasonably expected to result in aggregate gross proceeds in excess of $25 millionOffering, then, subject to Section 4.5 of the Company Partnership Agreement, the Corporation shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other holders pursuant to this Section 4(c)). In connection with any Shelf Underwritten Offering:

Shelf Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2, 2.1 or Section 3 or this Section 4 2.3 is effective, if any holder or group of holders of Registrable Securities the Holders’ Representative delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that it one or more of the Holders intends to effect an underwritten offering of all or part of its the Registrable Securities included by it the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) or any other offering of such securities and stating the number of the Registrable Securities to be included in the such Shelf Underwritten Offering and confirming that such sale of Registrable Securities is reasonably expected to result in aggregate gross proceeds in excess of $25 millionor other offering, then, then the Company shall amend or supplement the shelf registration statement Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Other Securities by any other holders pursuant to this Section 4(c))2.4) or other offering. In connection with any Shelf Underwritten Offering:

Shelf Take-Downs. At any time that a Shelf Registration Statement or Existing Registration covering Registrable Securities pursuant to Section 2, Section 3 or this Section 4 is effective, if any holder or group of holders of Registrable Securities delivers the Required Holders deliver a notice to the Company (a “Take-Down Notice”) stating that it intends such Holders intend to effect an underwritten offering of all or part of its Registrable Securities included by it on in the Shelf Registration Statement or Existing Registration (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in the Shelf Underwritten Offering and confirming Offering, provided that such sale the estimated market value of the Registrable Securities to be included in such Shelf Underwritten Offering is reasonably expected to result in aggregate gross proceeds in excess of at least $25 million2,500,000, then, then the Company shall amend or supplement the shelf registration statement Registration Statement and/or Existing Registration as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other holders Holders pursuant to this Section 4(c2(b)); provided that the Company shall only be required to effectuate one Shelf Underwritten Offering within any six-month period. In connection with any Shelf Underwritten Offering:

Shelf Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to a Demand Registration is effective (for the avoidance of doubt, subject to the limitations of Section 2, Section 3 or this Section 4 is effective2(a)(iv)), if any holder or group the Requisite Holders (on behalf of holders of Registrable Securities delivers the Holders) deliver a written notice to the Company (a “Take-Down Notice”) stating that it intends such Holders intend to effect an underwritten offering Underwritten Offering of all or part of its their Registrable Securities included by it on the Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in the Shelf Underwritten Offering and confirming that such sale of Registrable Securities is reasonably expected to result in aggregate gross proceeds in excess of $25 millionOffering, then, then the Company shall amend or supplement the shelf registration statement Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Company Securities by any other holders pursuant to this Section 4(c)4). In connection with any Shelf Underwritten Offering:

Shelf Take-Downs. At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2, this Section 3 or this Section 4 is effective, if any holder Holder or group of holders of Registrable Securities Holders delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to effect an underwritten offering of all or part of its Registrable Securities included by it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in the Shelf Underwritten Offering and confirming that such sale of Registrable Securities is reasonably expected to result in aggregate gross proceeds in excess of $25 millionOffering, then, provided that the Coordination Committee approves of such Shelf Underwritten Offering, the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other holders Holders pursuant to this Section 4(c)3.6). In connection with any Shelf Underwritten Offering:

Shelf Take-Downs. At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2, Section 3 or this Section 4 2.4 is effectiveeffective or has been requested to be filed pursuant to Section 2.4(a), if any holder or group of holders of Registrable Securities the Holder Representative delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to effect an underwritten offering of all or part of its Registrable Securities included by it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in the Shelf Underwritten Offering and confirming that such sale of Registrable Securities is reasonably expected (but subject to result in aggregate gross proceeds in excess of $25 millionreduction to the extent the Company or any assignee thereof exercises the rights pursuant to Section 2.2 hereof), then, then the Company shall promptly file or, if applicable, amend or supplement supplement, the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other holders pursuant to this Section 4(c))Offering. In connection with any Shelf Underwritten Offering:

Shelf Take-Downs. At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2, this Section 3 or this Section 4 is effective, if any holder Holder or group of holders of Registrable Securities Holders delivers a notice to the Company and to the Coordination Committee (a “Take-Down Notice”) stating that it intends to effect an underwritten offering of all or part of its Registrable Securities included by it on the Shelf Registration Statement shelf registration statement, whether such offering is underwritten or non underwritten (provided that such non underwritten offering is for more than $5,000,000) (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in the Shelf Underwritten Offering and confirming Offering, then, provided that such sale the Coordination Committee approves the number of the Registrable Securities is reasonably expected to result be included in aggregate gross proceeds in excess of $25 million, thensuch Shelf Offering, the Company shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other holders Holders pursuant to this Section 4(c)3.5). In connection with any Shelf Underwritten Offering:

Shelf Take-Downs. At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2, Section 3 or this Section 4 is effective, if any holder or group of holders of Registrable Securities entitled to deliver a Demand Notice delivers a notice to the Company Corporation (a “Take-Down Notice”) ), stating that it intends to effect an underwritten offering of all or part of its Registrable Securities included by it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in the Shelf Underwritten Offering and confirming that such sale of Registrable Securities is reasonably expected to result in aggregate gross proceeds in excess of $25 million20,000,000, then, the Company Corporation shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other holders pursuant to this Section 4(c)). In connection with any Shelf Underwritten Offering:

Shelf Take-Downs. At any time that a Shelf Registration Statement covering Registrable Securities pursuant to Section 2, 4.1 or Section 3 or this Section 4 4.2 is effective, if any holder or group of holders of Registrable Securities the Holders’ Representative delivers a notice to the Company (a “Shelf Take-Down Notice”) stating that it one or more of the Holders intends to effect an underwritten offering of all or part of its the Registrable Securities included by it the Holders on the Shelf Registration Statement (a “Shelf Underwritten Offering”) or any other offering of such securities and stating the number of the Registrable Securities to be included in the such Shelf Underwritten Offering and confirming that such sale of Registrable Securities is reasonably expected to result in aggregate gross proceeds in excess of $25 millionor other offering, then, then the Company shall amend or supplement the shelf registration statement Shelf Registration Statement as may be necessary in order to enable such Registrable Securities and Other Securities, as the case may be, to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Other Securities by any other holders pursuant to this Section 4(c))4.3) or other offering. In connection with any Shelf Underwritten Offering:

Shelf Take-Downs. At any time that a Shelf Registration Statement shelf registration statement covering Registrable Securities pursuant to Section 2, Section 3 or this Section 4 is effective, if any holder or group of holders of Registrable Securities delivers a notice to the Company Corporation (a “Take-Down Notice”) stating that it intends to effect an underwritten offering of all or part of its Registrable Securities included by it on the Shelf Registration Statement shelf registration statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in the Shelf Underwritten Offering and confirming that such sale of Registrable Securities is reasonably expected to result in aggregate gross proceeds in excess of $25 millionOffering, then, provided that the Company Coordination Committee approves of such Shelf Underwritten Offering, the Corporation shall amend or supplement the shelf registration statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering (taking into account the inclusion of Registrable Securities by any other holders pursuant to this Section 4(c)). In connection with any Shelf Underwritten Offering: