Common use of Takedown Clause in Contracts

Takedown. If holders of a majority of Registrable Securities notify the Company in writing that they intend to effect the sale of 25% or more of the Registrable Securities then held by such holders pursuant to the Shelf Registration (a “Takedown”), the Company shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for its equity securities, pursuant to a registration statement under the Securities Act during the 90-day period beginning on the date such notice of a Takedown is received. Within ten days after receipt of any request for a Takedown, the Company will give written notice of such requested registration to all other holders of Registrable Securities and will include (subject to the provisions of this Agreement) in such registration, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten business days after the receipt of the Company’s notice. If a Takedown is an underwritten offering, (i) the Company shall use its reasonable best efforts to promptly amend the Shelf Registration to include any information reasonably requested to be included therein by the underwriters or holders of Registrable Securities, and (ii) the holders of the Registrable Securities may also request that the Company register any other shares of Common Stock that they hold at the time of the Takedown; provided, however, that such shares of Common Stock shall not be considered Registrable Securities for purposes of this Agreement.

Takedown. If holders of a majority of Registrable Securities notify the Company in writing that they intend to effect the sale of 25% or more of the Registrable Securities then held by such holders pursuant to the Shelf Registration (a “Takedown”"TAKEDOWN"), the Company and each holder of Registrable Securities shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for its equity securities, pursuant to a registration statement under the Securities Act during the 90-day period beginning on the date such notice of a Takedown is received. Within ten (10) days after receipt of any request for a Takedown, the Company will give written notice of such requested registration to all other holders of Registrable Securities and will include (subject to the provisions of this Agreement) in such registration, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) business days after the receipt of the Company’s 's notice. If a Takedown is an underwritten offering, (i) the Company shall use its reasonable best efforts to promptly amend the Shelf Registration to include any information reasonably requested to be included therein by the underwriters or holders of Registrable Securities, and (ii) the holders of the Registrable Securities may also request that the Company register any other shares of Common Stock that they hold at the time of the Takedown; providedPROVIDED, however, that such shares of Common Stock shall not be considered Registrable Securities for purposes of this Agreement.

Takedown. If holders of a majority of Registrable Securities notify the Company in writing that they intend to effect the sale of 25% or more of the Registrable Securities then held by such holders pursuant to the Shelf Registration (a “"Takedown”"), the Company and each holder of Registrable Securities shall not effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable for its equity securities, pursuant to a registration statement under the Securities Act during the 90-day period beginning on the date such notice of a Takedown is received. Within ten (10) days after receipt of any request for a Takedown, the Company will give written notice of such requested registration to all other holders of Registrable Securities and will include (subject to the provisions of this Agreement) in such registration, all Registrable Securities with respect to which the Company has received written requests for inclusion therein within ten (10) business days after the receipt of the Company’s 's notice. If a Takedown is an underwritten offering, (i) the Company shall use its reasonable best efforts to promptly amend the Shelf Registration to include any information reasonably requested to be included therein by the underwriters or holders of Registrable Securities, and (ii) the holders of the Registrable Securities may also request that the Company register any other shares of Common Stock that they hold at the time of the Takedown; provided, however, that such shares of Common Stock shall not be considered Registrable Securities for purposes of this Agreement.