Common use of Takedowns Clause in Contracts

Takedowns. (i) If prior to any First Reserve request for registration pursuant to Section 2.2(a), (i) the Company shall have filed a Shelf Registration covering First Reserve’s Registrable Securities, (ii) such Shelf Registration contemplated the intended method of distribution requested by First Reserve, (iii) such Shelf Registration shall have registered for resale by First Reserve its Registrable Securities, and (iv) the Shelf Registration is effective when First Reserve would otherwise make a request for registration under Section 2.2(a), the Company shall not be required to separately register any Registrable Securities in response to such request, and such request shall be deemed to be a request that the Company cooperate in effecting a Takedown of the Registrable Securities pursuant to such Shelf Registration. (ii) If the Company proposes to effect a Takedown from a Shelf Registration, whether for its own account or for the account of other Holders who have Registrable Securities covered by such Shelf Registration, or both, the Company shall give notice thereof to First Reserve, and First Reserve may request to have its Registrable Securities included in such Takedown to the same extent, and subject to the same limitations (including the reduction of shares included in such Takedown), as if such Takedown were a registration pursuant to Section 2.3. (iii) At any time after the date of this Agreement, First Reserve may request that the Company cooperate in effecting a Takedown of all or any portion of the Registrable Securities held by First Reserve that remain covered by a Shelf Registration (any such request, other than in response to a notice from the Company pursuant to Section 2.2(d)(ii), being a “Takedown Request”). If First Reserve makes a Takedown Request: (1) such Takedown Request shall count against the number of requests for registration permitted to be made by First Reserve only if road show assistance is provided in the offering pursuant to Section 2.5(h); (2) the number of shares of Registrable Securities of First Reserve included in such Takedown may be reduced in the manner set forth in Section 2.2(b); and (3) the Company shall use its reasonable best efforts to effectuate such Takedown as promptly thereafter as practicable, and otherwise shall fulfill its obligations in connection with such Takedown in accordance with the provisions of this Agreement as if such Takedown were a registration requested or effected pursuant to Section 2.2(a). (iv) In the case of a request for a Takedown or inclusion in a Takedown, all references in this Agreement to the effective date of a Registration shall be deemed to refer to the date of pricing of such Takedown.