Common use of Shelf Takedowns Clause in Contracts

Shelf Takedowns. At any time during which the Company has effective a shelf registration pursuant to Rule 415 under the Securities Act with respect to such Shares held by the ▇▇▇▇ Investors or the Blackstone Investors (each, a “Shelf Takedown Investor”), such Shelf Takedown Investor, by notice to the Company specifying the intended method or methods of disposition, may request that the Company effect an underwritten offering of the Shelf Takedown Investor’s Shares that are subject to such registration statement (an “Underwritten Shelf Takedown”) of all or a specified part of the Registrable Securities held by such Shelf Takedown Investor; provided, however, that the value of Registrable Securities that the Shelf Takedown Investor proposes to sell in an Underwritten Shelf Takedown is at least fifty million dollars ($50,000,000) or such lower amount as agreed by the Company and such Shelf Takedown Investor. The Company shall not be obligated to take any action to effect any such Underwritten Shelf Takedown pursuant to this Section 3.1.2 if an Underwritten Shelf Takedown requested under this Section 3.1.2 was consummated within the preceding 90 days (unless otherwise consented to by the Company). For the avoidance of doubt, only the ▇▇▇▇ Investors and the Blackstone Investors may qualify as a “Shelf Takedown Investor” for the purposes of this Section 3.1.2.

Shelf Takedowns. At any time during which the Company has effective a shelf registration pursuant to Rule 415 under the Securities Act with respect to such Shares held by the Holder’s Shares, any ▇▇▇▇ Investors or Fund (the Blackstone Investors (each, a “Shelf Takedown InvestorHolders”), such Shelf Takedown Investor, by notice to the Company specifying the intended method or methods of disposition, may request that the Company effect an underwritten offering of the Shelf Takedown InvestorHolder’s Shares that are subject to such registration statement (an “Underwritten Shelf Takedown”) of all or a specified part of the Registrable Securities held by such Shelf Takedown InvestorHolder; provided, however, that the value of Registrable Securities that the Shelf Takedown Investor Holder together with Shares owned by its Affiliated Funds proposes to sell in an Underwritten Shelf Takedown is at least fifty million dollars Twenty-Five Million Dollars ($50,000,00025,000,000) or such lower amount as agreed by the Company and such Shelf Takedown InvestorBoard. The Company shall will not be obligated to take any action to effect any such Underwritten Shelf Takedown pursuant to this Section 3.1.2 3.1.3 if an Underwritten Shelf Takedown requested under this Section 3.1.2 3.1.3 was consummated within the preceding 90 days (unless otherwise consented to by the CompanyBoard). For the avoidance of doubt, only the ▇▇▇▇ Investors and the Blackstone Investors may qualify as a “Shelf Takedown Investor” for the purposes of this Section 3.1.2.

Shelf Takedowns. At any time during which the Company has effective a shelf registration pursuant to Rule 415 under the Securities Act with respect to such Shares held by Holder’s Shares, any THL Fund (the ▇▇▇▇ Investors or the Blackstone Investors (each, a “Shelf Takedown InvestorHolder”), such Shelf Takedown Investor, by notice to the Company specifying the intended method or methods of disposition, may request that the Company effect an underwritten offering of the Shelf Takedown InvestorHolder’s Shares that are subject to such registration statement (an “Underwritten Shelf Takedown”) of all or a specified part of the Registrable Securities held by such Shelf Takedown InvestorHolder; provided, however, that the value of Registrable Securities that the Shelf Takedown Investor Holder together with Shares owned by its Affiliated Funds proposes to sell in an Underwritten Shelf Takedown is at least fifty million dollars Twenty Million Dollars ($50,000,00020,000,000) or such lower amount as agreed by the Company and such Shelf Takedown InvestorBoard. The Company shall not be obligated to take any action to effect any such Underwritten Shelf Takedown pursuant to this Section 3.1.2 3.1.3 if an Underwritten Shelf Takedown requested under this Section 3.1.2 3.1.3 was consummated within the preceding 90 days (unless otherwise consented to by the CompanyBoard). For the avoidance of doubt, only the ▇▇▇▇ Investors and the Blackstone Investors may qualify as a “Shelf Takedown Investor” for the purposes of this Section 3.1.2.

Shelf Takedowns. At any time during which the Company has effective a shelf registration pursuant to Rule 415 under the Securities Act with respect to such Shares held by stockholder’s shares, any Class A Holder or Class T Holder (the ▇▇▇▇ Investors or the Blackstone Investors (each, a “Shelf Takedown InvestorHolder”), such Shelf Takedown Investor, by notice to the Company specifying the intended method or methods of disposition, may request that the Company effect an underwritten offering of the such Shelf Takedown Investor’s Holders’ Shares that are subject to such registration statement (an “Underwritten Shelf Takedown”) of all or a specified part of the Registrable Securities held by such Shelf Takedown InvestorHolders; provided, however, that the value of Registrable Securities that the such Shelf Takedown Investor proposes Holders propose to sell in an Underwritten underwritten Shelf Takedown is at least fifty million dollars Fifty Million Dollars ($50,000,000) or such lower amount as agreed by the Company and such Shelf Takedown Investor). The Company shall will not be obligated to take any action to effect any such Underwritten Shelf Takedown pursuant to this Section 3.1.2 2.1(b) if an Underwritten Shelf Takedown requested under this Section 3.1.2 2.1(b) was consummated within the preceding 90 days (unless otherwise consented to by the CompanyBoard). For the avoidance of doubt, only the ▇▇▇▇ Investors and the Blackstone Investors may qualify as a “Shelf Takedown Investor” for the purposes of this Section 3.1.2.

Shelf Takedowns. At any time during which the Company has effective a shelf registration pursuant to Rule 415 under the Securities Act with respect to such Shares held by Holder’s Shares, any Holder (the ▇▇▇▇ Investors or the Blackstone Investors (each, a “Shelf Takedown InvestorHolder”), such Shelf Takedown Investor, by notice to the Company specifying the intended method or methods of disposition, may request that the Company effect an underwritten offering of the Shelf Takedown InvestorHolder’s Shares that are subject to such registration statement (an “Underwritten Shelf Takedown”) of all or a specified part of the Registrable Securities held by such Shelf Takedown InvestorHolder; provided, however, that the value of Registrable Securities that the Shelf Takedown Investor Holder proposes to sell in an Underwritten Shelf Takedown is at least fifty twenty five million dollars ($50,000,00025,000,000) or such lower amount as agreed by the Company and such Shelf Takedown InvestorBoard. The Company shall not be obligated to take any action to effect any such Underwritten Shelf Takedown pursuant to this Section 3.1.2 3.1.3 if an Underwritten Shelf Takedown requested under this Section 3.1.2 3.1.3 was consummated within the preceding 90 days (unless otherwise consented to by the CompanyBoard). For the avoidance of doubt, only the ▇▇▇▇ Investors and the Blackstone Investors may qualify as a “Shelf Takedown Investor” for the purposes of this Section 3.1.2.

Shelf Takedowns. At any time during which the Company has effective a shelf registration pursuant to Rule 415 under the Securities Act with respect to such Shares held by the Holder’s Shares, any ▇▇▇▇ Investors or Fund (the Blackstone Investors (each, a “Shelf Takedown InvestorHolder”), such Shelf Takedown Investor, by notice to the Company specifying the intended method or methods of disposition, may request that the Company effect an underwritten offering of the Shelf Takedown InvestorHolder’s Shares that are subject to such registration statement (an “Underwritten Shelf Takedown”) of all or a specified part of the Registrable Securities held by such Shelf Takedown InvestorHolder; provided, however, that the value of Registrable Securities that the Shelf Takedown Investor Holder together with Shares owned by its Affiliated Funds proposes to sell in an Underwritten Shelf Takedown is at least fifty million dollars Twenty-Five Million Dollars ($50,000,00025,000,000) or such lower amount as agreed by the Company and such Shelf Takedown InvestorBoard. The Company shall not be obligated to take any action to effect any such Underwritten Shelf Takedown pursuant to this Section 3.1.2 2.1.2 if an Underwritten Shelf Takedown requested under this Section 3.1.2 2.1.2 was consummated within the preceding 90 days (unless otherwise consented to by the CompanyBoard). For the avoidance of doubt, only the ▇▇▇▇ Investors and the Blackstone Investors may qualify as a “Shelf Takedown Investor” for the purposes of this Section 3.1.2.