Common use of Shelf Take-Downs Clause in Contracts

Shelf Take-Downs. Any Holder whose Registrable Securities are included in an effective Shelf Registration Statement (a “Shelf Holder”) may initiate an offering or sale of all or part of such Registrable Securities (a “Shelf Take-Down”), in which case the provisions of this Section 2.2 shall apply. Notwithstanding the foregoing: (i) any such Shelf Holder may initiate an unlimited number of Non-Marketed Shelf Take-Downs pursuant to Section 2.2(d) below; provided, that such Non-Marketed Shelf Take-Downs do not constitute an Underwritten Shelf Take-Down; (ii) each Apollo Stockholder may initiate an unlimited number of Underwritten Offerings (including any block trade) pursuant to Section 2.2(c) below; provided, that, subject to Section 8.4, each Apollo Stockholder may provide a Transferee with the following Underwritten Shelf Take-Down rights: (A) such Transferee may not initiate any Underwritten Offerings (including any block trade) if such Transferee acquires less than 5% of the outstanding Shares, (B) such Transferee may initiate one Underwritten Offering (including any block trade) pursuant to Section 2.2(c) below if such Transferee acquires at least 5% but not more than 15% of the outstanding Shares and (C) such Transferee may initiate up to two Underwritten Offerings (including any block trade) pursuant to Section 2.2(c) below if such Transferee acquires at least 15% of the outstanding Shares; and (iii) the SCP Investor may initiate, in the aggregate, up to three Underwritten Offerings and the Datapipe Investor may initiate one Underwritten Offering (in each case, including any block trades and reduced by the number of Demand Registrations previously exercised by such Holder under Section 2.1) pursuant to Section 2.2(c) below; provided, that (A) no Underwritten Shelf Take-Down shall be deemed to have been exercised or to count against the number of Demand Registrations for the purposes of Section 2.1 if such Shelf Holder is not able to sell all of the Registrable Securities proposed to be sold therein as a result of the participation of any other Holder in any such Underwritten Shelf Take-Down and the application of Section 2.5(b); (B) the Company shall not be obligated to take any action to effect more than one Demand Registration or Underwritten Shelf Take-Down at the request of the SCP Investor in any 12-month period; and (C) subject to Section 8.4, the SCP Investor and the Datapipe Investor each may provide a Transferee with all of (or in the case of the SCP Investor, a portion of) its remaining Underwritten Shelf Take-Down rights under this Section 2.2(b)(iii) so long as the SCP Investor or the Datapipe Investor, as applicable, Transfers at least 50% of the Shares that it holds as of the date of this Agreement (subject, in each case, to Section 8.16) to such Transferee; and (iv) in the case of clauses (ii) and (iii) of this Section 2.2(b), (A) in each case, the Registrable Securities proposed to be sold by the initiating Shelf Holder shall be required to (x) have a reasonably anticipated aggregate offering price of at least $66.0 million (before deduction of underwriting discounts and commissions) or (y) constitute all remaining Registrable Securities held by such Shelf Holder and (B) if the Table of Contents Company has previously effected a Shelf Take-Down that is an Underwritten Offering pursuant to this Section 2.2, the Company shall not be required to effect an additional Shelf Take-Down that is an Underwritten Offering pursuant to this Section 2.2 until a period of 75 days shall have elapsed from the date of such prior Shelf Take-Down that was an Underwritten Offering.

Shelf Take-Downs. Any Holder whose Registrable Securities are included in an effective At any time that a Shelf Registration Statement covering Registrable Securities is effective, if the Major Stockholder delivers a notice to ADS (a “Shelf HolderTake-Down Notice”) may initiate stating that it intends to effect an underwritten offering or sale of all or part of such its Registrable Securities included by it on the shelf registration statement (a “Shelf Take-DownUnderwritten Offering”), then ADS shall amend or supplement the Shelf Registration Statement as may be necessary in which case the provisions of this Section 2.2 shall apply. Notwithstanding the foregoing: (i) any order to enable such Shelf Holder may initiate an unlimited number of Non-Marketed Shelf Take-Downs Registrable Securities to be distributed pursuant to Section 2.2(d) below; provided, that such Non-Marketed the Shelf Take-Downs do not constitute an Underwritten Shelf Take-Down; (ii) each Apollo Offering. The Major Stockholder may initiate an unlimited number of Underwritten Offerings (including any block trade) pursuant to Section 2.2(c) below; provided, that, subject to Section 8.4, each Apollo Stockholder may provide a Transferee with the following Underwritten Shelf Take-Down rights: (A) such Transferee may not initiate any Underwritten Offerings (including any block trade) if such Transferee acquires less than 5% of the outstanding Shares, (B) such Transferee may initiate one Underwritten Offering (including any block trade) pursuant to Section 2.2(c) below if such Transferee acquires at least 5% but not more than 15% of the outstanding Shares and (C) such Transferee may initiate up to two Underwritten Offerings (including any block trade) pursuant to Section 2.2(c) below if such Transferee acquires at least 15% of the outstanding Shares; and (iii) the SCP Investor may initiate, in the aggregate, up to three Underwritten Offerings and the Datapipe Investor may initiate one Underwritten Offering (in each case, including any block trades and reduced by the number of Demand Registrations previously exercised by such Holder under Section 2.1) pursuant to Section 2.2(c) below; provided, that (A) no Underwritten Shelf Take-Down shall be deemed entitled to have been exercised or to count against the number of Demand Registrations for the purposes of Section 2.1 if such Shelf Holder is not able to sell all of the Registrable Securities proposed to be sold therein as a result of the participation of any other Holder in any such Underwritten Shelf Takerequest shelf take-Down and the application of Section 2.5(b); (B) the Company shall not be obligated to take any action downs to effect more than one Demand Registration or a Shelf Underwritten Shelf Take-Down at Offering, if available to ADS, with respect to the request of the SCP Investor in any 12-month period; and (C) subject to Section 8.4, the SCP Investor and the Datapipe Investor each may provide a Transferee with all of (or in the case of the SCP Investor, a portion of) its remaining Underwritten Shelf Take-Down rights under this Section 2.2(b)(iii) so long as the SCP Investor or the Datapipe Investor, as applicable, Transfers at least 50% of the Shares that it holds as of the date of this Agreement (subject, in each case, to Section 8.16) to such Transferee; and (iv) in the case of clauses (ii) and (iii) of this Section 2.2(b), (A) in each case, the Registrable Securities proposed to be sold by the initiating Shelf Holder shall be required to (x) have a reasonably anticipated aggregate offering price of at least $66.0 million (before deduction of underwriting discounts and commissions) or (y) constitute all remaining Registrable Securities held by such Shelf Holder Holders in addition to the other registration rights provided in this Section 2.1 and Section 2.2. Notwithstanding the foregoing or anything else to the contrary, (A) no such shelf take-down pursuant to this Section 2.1(i)(3) shall be required unless the Major Stockholder proposes to sell Registrable Securities and such other securities (if any) at an aggregate price to the public (before deduction of any underwriters’ discounts or commissions) of at least $50,000,000, and (B) if the Table of Contents Company has previously effected Major Stockholder shall have the right to demand that ADS effect a Shelf Takeregistration (including a shelf take-Down that is an Underwritten Offering down) pursuant to this Section 2.2, the Company shall not be required to effect an additional Shelf Take-Down that is an Underwritten Offering pursuant to this Section 2.2 until a period of 75 days shall have elapsed from the date of such prior Shelf Take-Down that was an Underwritten Offering2.1(i) no more than four (4) times in any twelve (12) month period.

Shelf Take-Downs. Any Holder whose who (i) is a Plan Sponsor or an Affiliate thereof or (ii) together with its Affiliates, beneficially owns Registrable Securities equal to $100 million or more of the then outstanding Shares, to the extent such Holder’s Registrable Securities are included in an effective Shelf Registration Statement (each of the Holders in clause (i) and (ii) above, a “Shelf Holder”) may initiate an offering or sale of all or part of such Registrable Securities (a “Shelf Take-Down”), in which case the provisions of this Section 2.2 shall apply. Notwithstanding the foregoing: (i) any such Shelf Holder may initiate an unlimited number of Non-Marketed Shelf Take-Downs pursuant to Section 2.2(d) below; provided, that such Non-Marketed Shelf Take-Downs do not constitute an Underwritten Shelf Take-Down;and (ii) each Apollo Stockholder any such Shelf Holder may initiate an unlimited number of Underwritten Offerings (including any block trade) pursuant to Section 2.2(c) below; provided, that, subject to Section 8.4, each Apollo Stockholder may provide a Transferee with the following Underwritten Shelf Take-Down rights: (A) such Transferee may not initiate any Underwritten Offerings (including any block trade) if such Transferee acquires less than 5% of the outstanding Shares, (B) such Transferee may initiate one Underwritten Offering (including any block trade) pursuant to Section 2.2(c) below if such Transferee acquires at least 5% but not more than 15% of the outstanding Shares and (C) such Transferee may initiate up to two Underwritten Offerings (including any block trade) pursuant to Section 2.2(c) below if such Transferee acquires at least 15% of the outstanding Shares; and (iii) the SCP Investor may initiate, in the aggregate, up to three Underwritten Offerings and the Datapipe Investor may initiate one Underwritten Offering (in each case, including any block trades and reduced by the number of Demand Registrations previously exercised by such Holder under Section 2.1) pursuant to Section 2.2(c) below; provided, provided that (A) no Underwritten Shelf Take-Down shall be deemed to have been exercised or to count against the number of Demand Registrations for the purposes of Section 2.1 if such Shelf Holder is not able to sell all of the Registrable Securities proposed to be sold therein as a result of the participation of any other Holder in any such Underwritten Shelf Take-Down and the application of Section 2.5(b); (B) the Company shall not be obligated to take any action to effect more than one Demand Registration or Underwritten Shelf Take-Down at the request of the SCP Investor in any 12-month period; and (C) subject to Section 8.4, the SCP Investor and the Datapipe Investor each may provide a Transferee with all of (or in the case of the SCP Investor, a portion of) its remaining Underwritten Shelf Take-Down rights under this Section 2.2(b)(iii) so long as the SCP Investor or the Datapipe Investor, as applicable, Transfers at least 50% of the Shares that it holds as of the date of this Agreement (subject, in each case, to Section 8.16) to such Transferee; and (iv) in the case of clauses (ii) and (iii) of this Section 2.2(b), (A) in each case, the Registrable Securities proposed to be sold by the initiating Shelf Holder (and if applicable, other co-initiating Shelf Holders) shall be required to (x) have a reasonably anticipated aggregate offering price of at least $66.0 50.0 million (before deduction of underwriting discounts and commissions) or (y) constitute all remaining Registrable Securities held by such Shelf Holder and (B) and, if the Table of Contents Company has previously effected a applicable, other co-initiating Shelf Take-Down Holders); provided, however, that is an Underwritten Offering pursuant to this Section 2.2, the Company shall not be required have no obligation to effect an additional Shelf Take-Down facilitate or participate in more than three Underwritten Offerings that is an Underwritten Offering are initiated by a Holder pursuant to this Section 2.2 until a during any 12-month period of 75 days shall have elapsed from the date of (and no more than one such prior Shelf TakeUnderwritten Offering in any 90-Down that was an Underwritten Offeringday period).

Shelf Take-Downs. Any (a) Following the effectiveness of a Shelf Registration Statement, any Holder or group of Holders whose Registrable Securities are included on such Shelf Registration Statement and which collectively hold (together with their Affiliates) Registrable Securities that constitute, in the aggregate, at least ten percent (10%) of the then-outstanding Registrable Securities (the “Initiating Take-Down Holder(s)”) may elect in a written request to the Company (a “Shelf Take-Down Notice”) that the Company engage in (x) an effective underwritten resale of Registrable Securities pursuant to such Shelf Registration Statement (a an “Shelf Holder”) may initiate an offering or sale of all or part of such Registrable Securities (a “Underwritten Shelf Take-Down”), in which case the provisions of this Section 2.2 shall apply. Notwithstanding the foregoing: (iy) any such Shelf Holder may initiate an unlimited number of Non-Marketed Shelf Take-Downs pursuant to Section 2.2(d) below; provided, that such Non-Marketed Shelf Take-Downs do underwritten registered offering not constitute an Underwritten Shelf Take-Down; (ii) each Apollo Stockholder may initiate an unlimited number of Underwritten Offerings (including any involving a “roadshow,” commonly known as a “block trade) pursuant to Section 2.2(c) below; provided, that, subject to Section 8.4, each Apollo Stockholder may provide ” (a Transferee with the following Underwritten Shelf Take-Down rights: (A) such Transferee may not initiate any Underwritten Offerings (including any block trade) if such Transferee acquires less than 5% of the outstanding Shares, (B) such Transferee may initiate one Underwritten Offering (including any block trade) pursuant to Section 2.2(c) below if such Transferee acquires at least 5% but not more than 15% of the outstanding Shares and (C) such Transferee may initiate up to two Underwritten Offerings (including any block trade) pursuant to Section 2.2(c) below if such Transferee acquires at least 15% of the outstanding Shares; and (iii) the SCP Investor may initiate, in the aggregate, up to three Underwritten Offerings and the Datapipe Investor may initiate one Underwritten Offering (in each case, including any block trades and reduced by the number of Demand Registrations previously exercised by such Holder under Section 2.1) pursuant to Section 2.2(c) below; provided, that (A) no Underwritten Shelf Take-Down shall be deemed to have been exercised or to count against the number of Demand Registrations for the purposes of Section 2.1 if such Shelf Holder is not able to sell all of the Registrable Securities proposed to be sold therein as a result of the participation of any other Holder in any such Underwritten Shelf Take-Down and the application of Section 2.5(b); (B) the Company shall not be obligated to take any action to effect more than one Demand Registration or Underwritten Shelf Take-Down at the request of the SCP Investor in any 12-month period; and (C) subject to Section 8.4, the SCP Investor and the Datapipe Investor each may provide a Transferee with all of (or in the case of the SCP Investor, a portion of) its remaining Underwritten Shelf Take-Down rights under this Section 2.2(b)(iii) so long as the SCP Investor or the Datapipe Investor, as applicable, Transfers at least 50% of the Shares that it holds as of the date of this Agreement (subject, in each case, to Section 8.16) to such Transferee; and (iv) in the case of clauses (ii) and (iii) of this Section 2.2(b), (A) in each case, the Registrable Securities proposed to be sold by the initiating Shelf Holder shall be required to (x) have a reasonably anticipated aggregate offering price of at least $66.0 million (before deduction of underwriting discounts and commissions“Block Trade”) or (yz) constitute all remaining Registrable Securities held another type of registered offering involving the Company or otherwise requiring actions to be taken by such Shelf Holder and the Company or entry by the Company into any agreements, through a broker, sales agent or distribution agent, whether as agent or principal (Ban “Other Coordinated Offering”). (b) if the Table of Contents Company has previously effected a Shelf Take-Down that is an Underwritten Offering pursuant to this Section 2.2, the The Company shall not be required to effect an additional more than three (3) Shelf Take-Downs in any twelve (12) month period, provided that no more than one (1) of such Shelf Take-Downs may be a Block Trade or Other Coordinated Offering in any twelve (12) month period. Additionally, any Shelf Take-Down that shall only be effected by the Company if the applicable offering (before deduction of underwriter discounts and commissions, if applicable) is an Underwritten Offering pursuant reasonably expected to this Section 2.2 until a period of 75 days shall have elapsed from the date of such prior Shelf Take-Down that was an Underwritten Offeringexceed $35,000,000 in gross proceeds.

Shelf Take-Downs. Any Holder whose Registrable Securities are included in an effective Shelf Registration Statement (a “Shelf Holder”) may initiate an offering or sale of all or part of such Registrable Securities (a “Shelf Take-Down”), in which case the provisions of this Section 2.2 shall apply. Notwithstanding the foregoing: (i) any such Shelf Holder may initiate an unlimited number of Non-Marketed Shelf Take-Downs pursuant to Section 2.2(d) below; provided, that such Non-Marketed Shelf Take-Downs do not constitute an Underwritten Shelf Take-Down; (ii) each Apollo Javitt Stockholder may initiate an unlimited number of Underwritten Offerings (including any block trade) pursuant to Section 2.2(c) below; provided, that, subject to Section 8.4, each Apollo Javitt Stockholder may provide a Transferee with the following Underwritten Shelf Take-Down rights: (A) such Transferee may not initiate any Underwritten Offerings (including any block trade) if such Transferee acquires less than 5% of the outstanding Shares, (B) such Transferee may initiate one Underwritten Offering (including any block trade) pursuant to Section 2.2(c) below if such Transferee acquires at least 5% but not more than 15% of the outstanding Shares and (C) such Transferee may initiate up to two Underwritten Offerings (including any block trade) pursuant to Section 2.2(c) below if such Transferee acquires at least 15% of the outstanding Shares; and (iii) the SCP Investor may initiate, in the aggregate, up to three Underwritten Offerings and the Datapipe Investor may initiate one Underwritten Offering (in each case, including any block trades and reduced by the number of Demand Registrations previously exercised by such Holder under Section 2.1) pursuant to Section 2.2(c) below; provided, that (A) no Underwritten Shelf Take-Down shall be deemed to have been exercised or to count against the number of Demand Registrations for the purposes of Section 2.1 if such Shelf Holder is not able to sell all of the Registrable Securities proposed to be sold therein as a result of the participation of any other Holder in any such Underwritten Shelf Take-Down and the application of Section 2.5(b); (B) the Company shall not be obligated to take any action to effect more than one Demand Registration or Underwritten Shelf Take-Down at the request of the SCP Investor in any 12-month period; and (C) subject to Section 8.4, the SCP Investor and the Datapipe Investor each may provide a Transferee with all of (or in the case of the SCP Investor, a portion of) its remaining Underwritten Shelf Take-Down rights under this Section 2.2(b)(iii) so long as the SCP Investor or the Datapipe Investor, as applicable, Transfers at least 50% of the Shares that it holds as of the date of this Agreement (subject, in each case, to Section 8.16) to such Transferee[reserved]; and (iv) in the case of clauses (ii) and (iii) of this Section 2.2(b), (A) in each case, the Registrable Securities proposed to be sold by the initiating Shelf Holder shall be required to (x) have a reasonably anticipated aggregate offering price of at least $66.0 50 million (before deduction of underwriting discounts and commissions) or (y) constitute all remaining Registrable Securities held by such Shelf Holder and (B) if the Table of Contents Company has previously effected a Shelf Take-Down that is an Underwritten Offering pursuant to this Section 2.2, the Company shall not be required to effect an additional Shelf Take-Down that is an Underwritten Offering pursuant to this Section 2.2 until a period of 75 days shall have elapsed from the date of such prior Shelf Take-Down that was an Underwritten Offering.