Common use of Shelf Take-Downs Clause in Contracts

Shelf Take-Downs. (i) An offering or sale of Registrable Securities pursuant to a Shelf Registration Statement (each, a “Shelf Take-Down”) may be initiated by Investor Holdco, or if Investor Holdco is no longer a Holder of Registrable Securities, by any Shelf Holder (in such capacity, the “Initiating Shelf Take-Down Holder”) in respect of such Initiating Shelf Take-Down Holder’s Registrable Securities included in such Shelf Registration Statement. Except as set forth in Section 3.02(e)(iii) with respect to Marketed Underwritten Shelf Take-Downs, the Initiating Shelf Take-Down Holder shall not be required to permit the offer and sale of Registrable Securities by other Shelf Holders in connection with any such Shelf Take-Down initiated by such Initiating Shelf Take-Down Holder.

Shelf Take-Downs. (i) An Subject to Section 2.11 and this Section 2.02(f), an offering or sale of Registrable Securities pursuant to a Shelf Registration Statement (each, a “Shelf Take-Down”) may be initiated by Investor Holdco, or if Investor Holdco is no longer a Holder of Registrable Securities, by any Shelf Holder (in or Holders, as the case may be) that has Registrable Securities registered for sale on such capacity, the Shelf Registration Statement (an “Initiating Shelf Take-Down Holder”) in respect of ). The Company shall effect such Initiating Shelf Take-Down Holder’s Registrable Securities included as promptly as practicable in such Shelf Registration Statement. Except accordance with this Agreement and except as set forth in Section 3.02(e)(iii2.02(f)(iii) with respect to Marketed Underwritten Shelf Take-Downs, the each such Initiating Shelf Take-Down Holder shall not be required to permit the offer and sale of Registrable Securities by other Shelf Holders in connection with any such Shelf Take-Down initiated by such Initiating Shelf Take-Down HolderHolder(s).

Shelf Take-Downs. (i) An offering or sale of Registrable Securities pursuant to a Shelf Registration Statement (each, a “Shelf Take-Down”) may be initiated by RockPile Holdco, the White Deer Holder, Investor Holdco, or if Investor Holdco is no longer a Holder of Registrable Securities, by any Shelf Holder (in such capacity, the “Initiating Shelf Take-Down Holder”) in respect of such Initiating Shelf Take-Down Holder’s Registrable Securities included in such Shelf Registration Statement. Except as set forth in Section 3.02(e)(iii) with respect to Marketed Underwritten Shelf Take-Downs, the Initiating Shelf Take-Down Holder shall not be required to permit the offer and sale of Registrable Securities by other Shelf Holders in connection with any such Shelf Take-Down initiated by such Initiating Shelf Take-Down Holder.

Shelf Take-Downs. (i) An Subject to this Section 2.02(f), an offering or sale of Registrable Securities pursuant to a Shelf Registration Statement (each, a “Shelf Take-Down”) may be initiated by Investor Holdco, or if Investor Holdco is no longer a Holder of Registrable Securities, by any Shelf Holder (in or Holders, as the case may be) that has Registrable Securities registered for sale on such capacity, the Shelf Registration Statement (an “Initiating Shelf Take-Down Holder”) in respect of ). The Company shall effect such Initiating Shelf Take-Down Holder’s Registrable Securities included as promptly as practicable in such Shelf Registration Statement. Except accordance with this Agreement and except as set forth in Section 3.02(e)(iii2.02(f)(iii) with respect to Marketed Underwritten Shelf Take-Downs, the each such Initiating Shelf Take-Down Holder shall not be required to permit the offer and sale of Registrable Securities by other Shelf Holders in connection with any such Shelf Take-Down initiated by such Initiating Shelf Take-Down HolderHolder(s).

Shelf Take-Downs. (i) An Subject to this Section 2.03(f), an offering or sale of Registrable Securities pursuant to a Shelf Registration Statement (each, a “Shelf Take-Down”) may be initiated by Investor Holdco, or if Investor Holdco is no longer a Holder of Registrable Securities, by any Shelf Holder (in or Holders, as the case may be) that has Registrable Securities registered for sale on such capacity, the Shelf Registration Statement (an “Initiating Shelf Take-Down Holder”) in respect of ). The Company shall effect such Initiating Shelf Take-Down Holder’s Registrable Securities included as promptly as practicable in such Shelf Registration Statement. Except accordance with this Agreement and except as set forth in Section 3.02(e)(iii2.03(f)(iii) with respect to Marketed Underwritten Shelf Take-Downs, the each such Initiating Shelf Take-Take- Down Holder shall not be required to permit the offer and sale of Registrable Securities by other Shelf Holders in connection with any such Shelf Take-Down initiated by such Initiating Shelf Take-Down HolderHolder(s).

Shelf Take-Downs. (i) An Subject to Section 2.12 and this Section 2.03(f), an offering or sale of Registrable Securities pursuant to a Shelf Registration Statement (each, a “Shelf Take-Down”) may be initiated by Investor Holdco, or if Investor Holdco is no longer a Holder of Registrable Securities, by any Shelf Holder (in or Holders, as the case may be) that has Registrable Securities registered for sale on such capacity, the Shelf Registration Statement (an “Initiating Shelf Take-Down Holder”) in respect of ). The Company shall effect such Initiating Shelf Take-Down Holder’s Registrable Securities included as promptly as practicable in such Shelf Registration Statement. Except accordance with this Agreement and except as set forth in Section 3.02(e)(iii2.03(f)(iii) with respect to Marketed Underwritten Shelf Take-Downs, the each such Initiating Shelf Take-Down Holder shall not be required to permit the offer and sale of Registrable Securities by other Shelf Holders in connection with any such Shelf Take-Down initiated by such Initiating Shelf Take-Down HolderHolder(s).

Shelf Take-Downs. (i) i. An offering or sale of Registrable Securities pursuant to a Shelf Registration Statement (each, a “Shelf Take-Down”) may be initiated only by Investor Holdco, or if Investor Holdco is no longer the Company Security Holder(s) in an Eligible Holder Group that own at least a majority of the Registrable Securities beneficially owned by all Company Security Holders in such Eligible Security Holder of Registrable Securities, by any Shelf Holder Group (in such capacity, the “Initiating Shelf Take-Down HolderHolder(s)”) in respect of such Initiating Shelf Take-Down Holder’s Registrable Securities included in such Shelf Registration Statement). Except as set forth in Section 3.02(e)(iiiSECTION 2.02(e)(iii) with respect to Marketed Underwritten Shelf Take-Downs, the each such Initiating Shelf Take-Down Holder Holder(s) shall not be required to permit the offer and sale of Registrable Securities by other Shelf Holders in connection with any such Shelf Take-Down initiated by such Initiating Shelf Take-Down HolderHolder(s).