Common use of Shelf Take-Downs Clause in Contracts

Shelf Take-Downs. (a) Subject to Sections 2.1(a) and 2.1(b), at any time that a shelf registration statement covering Registrable Securities is effective, if CDR Investor or the Family Group Representative delivers a notice to the Company (a “Take-Down Notice”) stating that members of CDR Investor Group or the Family Group, as the case may be, intend to effect an underwritten offering of all or part of the Registrable Securities included by them 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, 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 distributed pursuant to the Shelf Underwritten Offering, provided that (x) CDR Investor shall not be entitled to deliver (i) an aggregate of more than three Take-Down Notices in any twelve-month period or (ii) any Take-Down Notice within thirty days after the effective date of any Registration Statement of the Company hereunder and (y) the Family Group Representative shall not be entitled to deliver (i) more than one Take-Down Notice or (ii) any Take-Down Notice within thirty days after the effective date of any Registration Statement of the Company hereunder. In connection with any Shelf Underwritten Offering:

Shelf Take-Downs. (a) Subject to Sections 2.1(a) and 2.1(b), at At any time that a shelf registration statement Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if CDR the Investor or the Family Group Representative delivers may, deliver a written notice to the Company (a “Take-Down Notice”) stating that members of CDR Investor Group or the Family Group, as the case may be, intend it intends to effect an underwritten offering of all or part of the Registrable Securities included by them on the shelf registration statement (a “Shelf Underwritten Offering”) and stating the number or other non-underwritten sale (a “Non-Underwritten Shelf Take-Down”) of the all or part of its Registrable Securities to be included in by it on the Shelf Underwritten OfferingRegistration Statement, then, the Company shall amend or supplement the shelf registration statement or related prospectus Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten OfferingOffering (taking into account the inclusion of Registrable Securities by any other holders pursuant to Section 3(b)) or Non-Underwritten Shelf Take-Down; provided, provided however that the Holders may not, without the Company’s prior written consent, (xi) CDR launch a Shelf Underwritten Offering the anticipated gross cash proceeds of which shall be less than $75,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities), (ii) launch more than four (4) Shelf Underwritten Offerings at the request of the Holders within any 365-day period or (iii) launch a Shelf Underwritten Offering within the Quarterly Blackout Period. The Investor shall not be entitled to deliver (i) an aggregate unlimited number of more than three Take-Down Notices in any twelveto effect a Non-month period or (ii) any Underwritten Shelf Take-Down Notice within thirty days after with respect to the effective date of any Registration Statement of Registrable Securities held by the Company hereunder Investor in addition to the other registration rights provided in Section 2 and (y) the Family Group Representative shall not be entitled to deliver (i) more than one Take-Down Notice or (ii) any Take-Down Notice within thirty days after the effective date of any Registration Statement of the Company hereunderthis Section 3. In connection with any Shelf Underwritten Offering:

Shelf Take-Downs. (a) Subject to Sections 2.1(a) and 2.1(b), at At any time that a shelf registration statement Registration Statement covering Registrable Securities is effective, if CDR Investor or the Family Group Representative a Requesting Holder delivers a notice to the Company (a an “Underwritten Shelf Take-Down Notice”) stating that members of CDR Investor Group or the Family Group, as the case may be, intend such Requesting Holder intends to effect an underwritten offering of all or part of the their or their Investor Group’s Registrable Securities included by them on the shelf registration statement Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in the Shelf Underwritten Offering, then, then the Company shall amend or supplement the shelf registration statement Registration Statement or related prospectus as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten OfferingOffering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to this Section 1.7(a)), provided that (x) CDR Investor shall not be entitled to deliver (i) an aggregate of more than three Take-Down Notices in any twelve-month period or (ii) any no Underwritten Shelf Take-Down Notice may be delivered within thirty days after the effective date of any Registration Statement of the Company hereunder and (y) the Family Group Representative shall not be entitled to deliver (i) more than one Take-Down Notice or (ii) any Take-Down Notice within thirty 30 days after the effective date of any Registration Statement of the Company hereunder, other than a Form S-3ASR, and (ii) (x) the D. X. Xxxx Investors, collectively, and (y) the GS Investors, collectively, may only deliver an aggregate of two (2) Underwritten Shelf Take-Down Notices in any consecutive 12-month period. In connection with any Shelf Underwritten Offering:

Shelf Take-Downs. (a) Subject to Sections 2.1(a) and 2.1(b), If at any time that a shelf registration statement Shelf Registration Statement covering Registrable Securities is effective, if CDR Investor any Baring Vostok Holder or the Family Group Representative Sistema Holder delivers a notice to the Company (a “Take-Down Notice”) stating that members of CDR Investor Group or the Family Group, as the case may be, intend it intends to effect an underwritten offering Underwritten Offering of all or part of the its Registrable Securities included by them 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), then, then the Company shall amend or supplement the shelf registration statement or related prospectus 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 Holder who has the right under this Section 2.3(c) to deliver a notice to the Company to the effect that it intends to effect an Underwritten Offering pursuant to this Section 2.3(c)). If any such Holder intends to sell Registrable Securities pursuant to any Shelf Registration Statement through an Underwritten Offering, provided that (x) CDR Investor the Company shall not take all steps to facilitate such an offering, including the actions required pursuant to this Section 2.3, as appropriate. A Baring Vostok Holder or Sistema Holder shall be entitled to deliver (i) an aggregate of request no more than three Take-Down Notices 3 (three) of shelf takedowns in any 12 (twelve-) month period or (ii) any Take-Down Notice within thirty days after the effective date of any Registration Statement of the Company hereunder and (y) the Family Group Representative shall not be entitled to deliver (i) more than one Take-Down Notice or (ii) any Take-Down Notice within thirty days after the effective date of any Registration Statement of the Company hereundereffect a Shelf Underwritten Offering. In connection with any Shelf Underwritten Offering:

Shelf Take-Downs. (a) Subject to Sections 2.1(a) and 2.1(b), at At any time that a shelf registration statement Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if CDR the Investor or the Family Group Representative delivers may, deliver a written notice to the Company (a “Take-Down Notice”) stating that members of CDR Investor Group or the Family Group, as the case may be, intend it intends to effect an underwritten offering of all or part of the its Registrable Securities included by them 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), then, the Company shall amend or supplement the shelf registration statement or related prospectus Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten OfferingOffering (taking into account the inclusion of Registrable Securities by any other holders pursuant to Section 3(b)); provided, provided however that (x) CDR Investor shall not be entitled to deliver the Holders may not, without the Company’s prior written consent, (i) an aggregate launch a Shelf Underwritten Offering the anticipated gross cash proceeds of more which shall be less than three Take-Down Notices in any twelve-month period or $50,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities), (ii) effect more than two (2) Shelf Underwritten Offerings within any Take365-Down Notice within thirty days after the effective date of any Registration Statement day period that require substantial marketing efforts (i.e., involving one-on-one in-person meetings with prospective purchasers of the Company hereunder and Registrable Securities over multiple days) (yeach, a “Marketed Shelf Underwritten Offering”) by the Family Group Representative shall not be entitled to deliver Company’s management at the request of the Holders, (iiii) effect more than one Takefour (4) minimally marketed or unmarketed Shelf Underwritten Offerings within any 365-Down Notice day period, or (iiiv) any Take-Down Notice launch or effect a Shelf Underwritten Offering within thirty days after the effective date of any Registration Statement of the Company hereunderQuarterly Blackout Period. In connection with any Marketed Shelf Underwritten OfferingOffering only:

Shelf Take-Downs. (a) Subject to Sections 2.1(a) and 2.1(b), at At any time that a shelf registration statement Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if CDR each Investor or the Family Group Representative delivers may, deliver a written notice to the Company (a “Take-Down Notice”) stating that members of CDR Investor Group or the Family Group, as the case may be, intend it intends to effect an underwritten offering of all or part of the Registrable Securities included by them on the shelf registration statement (a “Shelf Underwritten Offering”) and stating the number or other non-underwritten sale (a “Non-Underwritten Shelf Take-Down”) of the all or part of its Registrable Securities to be included in by it on the Shelf Underwritten OfferingRegistration Statement, then, the Company shall amend or supplement the shelf registration statement or related prospectus Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten OfferingOffering (taking into account the inclusion of Registrable Securities by any other holders pursuant to Section 3(b)) or Non-Underwritten Shelf Take-Down; provided, provided however that the Holders may not, without the Company’s prior written consent, (xi) CDR launch a Shelf Underwritten Offering the anticipated gross cash proceeds of which shall be less than $50,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities), (ii) launch more than four (4) Shelf Underwritten Offerings at the request of the Holders within any 365-day period or (iii) launch a Shelf Underwritten Offering within any Blackout Period. Each Investor shall not be entitled to deliver (i) an aggregate unlimited number of more than three Take-Down Notices in any twelveto effect a Non-month period or (ii) any Underwritten Shelf Take-Down Notice within thirty days after with respect to the effective date of any Registration Statement of Registrable Securities held by each Investor in addition to the Company hereunder other registration rights provided in Section 2 and (y) the Family Group Representative shall not be entitled to deliver (i) more than one Take-Down Notice or (ii) any Take-Down Notice within thirty days after the effective date of any Registration Statement of the Company hereunderthis Section 3. In connection with any Shelf Underwritten Offering:

Shelf Take-Downs. (a) Subject to Sections 2.1(a) and 2.1(b), at At any time that a shelf registration statement Shelf Registration Statement covering Registrable Securities is effective, if CDR Investor or any of the Family Group Representative Holders delivers a notice to the Company (a “Take-Down Notice”) stating that members of CDR Investor Group or the Family Group, as the case may be, intend it intends to effect an underwritten offering a sale or distribution of all or part of the its Registrable Securities included by them it on the shelf registration statement any Shelf Registration Statement (a “Shelf Underwritten Offering”) and stating the number of the Registrable Securities to be included in the Shelf Underwritten Offering), then, then the Company shall amend or supplement the shelf registration statement or related prospectus Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Offering (taking into account the inclusion of Registrable Securities by any other Holders pursuant to Section 3(c)). A Holder may, after any Shelf Registration Statement becomes effective, deliver a written notice to the Company (the “Underwritten Shelf Take-Down Notice”) specifying that a Shelf Offering is intended to be conducted through an Underwritten Offering (such Underwritten Offering, an “Shelf Underwritten Offering”). The Holders of Registrable Securities shall be entitled, in the aggregate, to request up to three shelf take-downs to effect a Shelf Underwritten Offering over any twelve month period, provided that each such Shelf Underwritten Offering is for a minimum of $50.0 million in anticipated gross proceeds (x) CDR Investor shall not be entitled to deliver (i) an aggregate of more than three Take-Down Notices in any twelve-month period or (ii) any Take-Down Notice within thirty days after the effective date of any Registration Statement unless such offering is for all of the Company hereunder and (y) the Family Group Representative shall not be entitled to deliver (i) more than one Take-Down Notice or (ii) any Take-Down Notice within thirty days after the effective date of any Registration Statement of the Company hereunderHolders’ remaining Registrable Securities). In connection with any Shelf Underwritten Offering:

Shelf Take-Downs. (a) Subject to Sections 2.1(a) and 2.1(b), at At any time that a shelf registration statement Shelf Registration Statement covering Registrable Securities is effective, if CDR Investor or the Family Group Representative Major Stockholder delivers a notice to the Company ADS (a “Take-Down Notice”) stating that members of CDR Investor Group or the Family Group, as the case may be, intend it intends to effect an underwritten offering of all or part of the its Registrable Securities included by them 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), then, the Company then ADS shall amend or supplement the shelf registration statement or related prospectus Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten Offering, provided that (x) CDR Investor . The Major Stockholder shall not be entitled to deliver (i) an aggregate of more than three Takerequest shelf take-Down Notices in any twelve-month period or (ii) any Take-Down Notice within thirty days after the effective date of any Registration Statement of the Company hereunder and (y) the Family Group Representative shall not be entitled downs to deliver (i) more than one Take-Down Notice or (ii) any Take-Down Notice within thirty days after the effective date of any Registration Statement of the Company hereunder. In connection with any effect a Shelf Underwritten Offering:, if available to ADS, with respect to the Registrable Securities held by such 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) the Major Stockholder shall have the right to demand that ADS effect a registration (including a shelf take-down) pursuant to this Section 2.1(i) no more than four (4) times in any twelve (12) month period.

Shelf Take-Downs. (a) Subject to Sections 2.1(a) and 2.1(b), at At any time that a shelf registration statement Shelf Registration Statement covering Registrable Securities pursuant to Section 2 or Section 3 is effective, if CDR the Investor or the Family Group Representative delivers may, deliver a written notice to the Company (a “Take-Down Notice”) stating that members of CDR Investor Group or the Family Group, as the case may be, intend it intends to effect an underwritten offering of all or part of the its Registrable Securities included by them 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), then, the Company shall amend or supplement the shelf registration statement or related prospectus Shelf Registration Statement as may be necessary in order to enable such Registrable Securities to be distributed pursuant to the Shelf Underwritten OfferingOffering (taking into account the inclusion of Registrable Securities by any other holders pursuant to Section 3(b)); provided, provided however that (x) CDR Investor shall not be entitled to deliver the Holders may not, without the Company’s prior written consent, (i) an aggregate 0000000000v14 launch a Shelf Underwritten Offering the anticipated gross cash proceeds of more which shall be less than three Take-Down Notices in any twelve-month period or $50,000,000 (unless the Holders are proposing to sell all of their remaining Registrable Securities), (ii) effect more than two (2) Shelf Underwritten Offerings within any Take365-Down Notice within thirty days after the effective date of any Registration Statement day period that require substantial marketing efforts (i.e., involving one-on-one in-person meetings with prospective purchasers of the Company hereunder and Registrable Securities over multiple days) (yeach, a “Marketed Shelf Underwritten Offering”) by the Family Group Representative shall not be entitled to deliver Company’s management at the request of the Holders, (iiii) effect more than one Takefour (4) minimally marketed or unmarketed Shelf Underwritten Offerings within any 365-Down Notice day period, or (iiiv) any Take-Down Notice launch or effect a Shelf Underwritten Offering within thirty days after the effective date of any Registration Statement of the Company hereunderQuarterly Blackout Period. In connection with any Marketed Shelf Underwritten OfferingOffering only: