Common use of Underwritten Shelf Offering Clause in Contracts

Underwritten Shelf Offering. The Holders may, by written notice to the Company, elect to sell some or all of the Registrable Securities registered pursuant to a Shelf Registration Statement, in an offering amount not to be less than Fifty Million Dollars ($50,000,000) of Registrable Securities, in the form of an underwritten offering under the Shelf Registration Statement (an “Underwritten Shelf Offering”); provided, that (i) the Company shall not be obligated to effect more than an aggregate of six (6) underwritten offerings under this Section 2.1(c) and Section 2.2; and (ii) the Company shall not be obligated to effect an underwritten offering more than once per quarter. For the avoidance of doubt, the Holders may make an unlimited number of sales under any Shelf Registration Statement that are not underwritten offerings. Any request for an Underwritten Shelf Offering will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof (which may include a Block Trade or an Overnight Underwritten Offering). The Company shall select the Underwriter or Underwriters in connection with any such Underwritten Shelf Offering; provided that such Underwriter or Underwriters must be reasonably satisfactory to the Holders. Unless the Company and each Holder shall consent in writing, no party, other than a Holder, shall be permitted to offer securities in connection with any such Underwritten Shelf Offering.

Underwritten Shelf Offering. The Subject to Section 2.4, the Holders of at least a majority of the Registrable Securities may, by written notice to the Company, elect to sell some all or all a portion of the Registrable Securities registered pursuant to a Shelf Registration Statement, in an offering amount not to be less than Fifty Million Dollars ($50,000,000) of Registrable Securities, Statement in the form of an underwritten offering under the Shelf Registration Statement (an “Underwritten Shelf Offering”); provided, that (i) the Company shall not be obligated to effect more than an aggregate of six one (61) underwritten offerings offering under this Section 2.1(c) and Section 2.2; and (ii) the Company shall not be obligated to effect an underwritten offering more than once per quarter). For the avoidance of doubt, the Holders may make an unlimited number of sales under any Shelf Registration Statement that are not underwritten offerings. Any request for an Underwritten Shelf Offering will specify the number of shares of Registrable Securities proposed to be sold and will also specify (if known) the intended method of disposition thereof (which may include a Block Trade or an Overnight Underwritten Offering). The Company shall select the Underwriter or Underwriters in connection with any such Underwritten Shelf Offering; provided that such Underwriter or Underwriters must be reasonably satisfactory to the Holders. Unless Holders of at least a majority of the Company and each Holder shall consent Registrable Securities to be sold in writing, no party, other than a Holder, shall be permitted to offer securities in connection with any such Underwritten Shelf Offering. All such Holders proposing to distribute their Registrable Securities through an Underwritten Shelf Offering under this section shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Shelf Offering as provided herein.

Underwritten Shelf Offering. The Holders may, by written notice to the Company, elect to sell some or all of the Registrable Securities registered pursuant to a Shelf Registration Statement, in an offering amount not to be less than Fifty Million Dollars ($50,000,000) of Registrable Securities, in the form of an underwritten offering under the Shelf Registration Statement (an “Underwritten Shelf Offering”); provided, that (i) the Company shall not be obligated to effect more than an aggregate of six three (63) underwritten offerings under this Section 2.1(c2.01(c) and Section 2.22.02; and (ii) the Company shall not be obligated to effect an underwritten offering more than once per quarterin any six (6) month period; and (iii) the Company shall not be required to effect an Underwritten Shelf Offering unless the amount of such offering is expected to be at least $500,000. For the avoidance of doubt, the Holders may make an unlimited number of sales under any Shelf Registration Statement that are not underwritten offerings. Any request for an Underwritten Shelf Offering will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof (which may include a Block Trade or an Overnight Underwritten Offering). The Company shall select the Underwriter or Underwriters in connection with any such Underwritten Shelf Offering; provided that such Underwriter or Underwriters must be reasonably satisfactory to the Holders. Unless the Company and each Holder shall consent in writing, no party, other than a Holder, shall be permitted to offer securities in connection with any such Underwritten Shelf Offering.

Underwritten Shelf Offering. The Subject to Section 2.4, the Holders of at least a majority of the Registrable Securities may, by written notice to the Company, elect to sell some or all of the Registrable Securities registered pursuant to a Shelf Registration Statement, in an offering amount not to be less than Fifty Million Dollars ($50,000,000) of Registrable Securities, Statement in the form of an underwritten offering under the Shelf Registration Statement (an “Underwritten Shelf Offering”); provided, that (i) the Company shall not be obligated to effect more than an aggregate of six two (62) underwritten offerings under this Section 2.1(c) and Section 2.2; and (ii) the Company shall not be obligated to effect an underwritten offering more than once per quarter). For the avoidance of doubt, the Holders may make an unlimited number of sales under any Shelf Registration Statement that are not underwritten offerings. Any request for an Underwritten Shelf Offering will specify the number of shares of Registrable Securities proposed to be sold and will also specify the intended method of disposition thereof (which may include a Block Trade or an Overnight Underwritten Offering). The Company shall select the Underwriter or Underwriters in connection with any such Underwritten Shelf Offering; provided that such Underwriter or Underwriters must be reasonably satisfactory to the Holders. Unless Holders of at least a majority of the Company and each Holder shall consent Registrable Securities to be sold in writing, no party, other than a Holder, shall be permitted to offer securities in connection with any such Underwritten Shelf Offering.

Underwritten Shelf Offering. The Subject to Section 2.4, the Holders of at least a majority of the Registrable Securities may, by written notice to the Company, elect to sell some all or all a portion of the Registrable Securities registered pursuant to a Shelf Registration Statement, in an offering amount not to be less than Fifty Million Dollars ($50,000,000) of Registrable Securities, Statement in the form of an underwritten offering under the Shelf Registration Statement (an “Underwritten Shelf Offering”); provided, that (i) the Company shall not be obligated to effect more than an aggregate of six two (62) underwritten offerings under this Section 2.1(c) and Section 2.2; and (ii) the Company shall not be obligated to effect an underwritten offering more than once per quarter). For the avoidance of doubt, the Holders may make an unlimited number of sales under any Shelf Registration Statement that are not underwritten offerings. Any request for an Underwritten Shelf Offering will must specify the number of shares of Registrable Securities proposed to be sold and will also specify (if known) the intended method of disposition thereof (which may include a Block Trade or an Overnight Underwritten Offering). The Company shall select the Underwriter or Underwriters in connection with any such Underwritten Shelf Offering; provided that such Underwriter or Underwriters must be reasonably satisfactory to the Holders. Unless Holders of at least a majority of the Company and each Holder shall consent Registrable Securities to be sold in writing, no party, other than a Holder, shall be permitted to offer securities in connection with any such Underwritten Shelf Offering. All such Holders proposing to distribute their Registrable Securities through an Underwritten Shelf Offering under this Section 2.1(c) shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Shelf Offering as provided herein.