Common use of Underwritten Shelf Takedown Clause in Contracts

Underwritten Shelf Takedown. At any time during the Shelf Period (subject to any Suspension Period), any one or more Holders of Registrable Securities may request to sell all or any portion of their Registrable Securities in an underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided, that, and subject to Section 2(a)(vii) below, the Company shall not be obligated to effect (x) an Underwritten Shelf Takedown for any Registrable Securities other than Company Ordinary Shares; (y) more than four (4) Underwritten Shelf Takedowns (together with any Demand Registrations) in aggregate; or (z) any Underwritten Shelf Takedown if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be sold in such Underwritten Shelf Takedown, in the good faith judgment of the managing underwriter(s) therefor, is less than $20,000,000 as of the date the Company receives a Shelf Takedown Request.

Appears in 5 contracts

Samples: Registration Rights Agreement (Noble Corp PLC), Registration Rights Agreement (Noble Corp), Registration Rights Agreement (Noble Corp)

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Underwritten Shelf Takedown. At any time during the Shelf Period (subject to any Suspension Period), any one or more Holders of Registrable Securities the Threshold Holder(s) may request in writing to sell all or any portion of their its Registrable Securities in an underwritten Public Offering (including Bought Deals) that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided, that, and subject to Section 2(a)(vii) below, provided that the Company shall not be obligated to effect (x) an Underwritten Shelf Takedown for in any Registrable Securities other than Company Ordinary Shares; (y) 12-month period, more than four (4) Underwritten Shelf Takedowns requested by Xxxxxxxxx Xxxxxx(s) (together with any Demand Registrations) in aggregateRegistrations or Mexican Offerings requested by Threshold Holder(s)); or (zy) any Underwritten Shelf Takedown if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be sold in such Underwritten Shelf Takedown, in the good faith judgment of the managing underwriter(s) therefor, is less than the lesser of $20,000,000 200 million and 7.5% of the Registrable Securities (provided that such 7.5% of the Registrable Securities represents at least $30 million) as of the date the Company receives a Shelf Takedown Request.

Appears in 3 contracts

Samples: Registration Rights Agreement (Grupo Aeromexico, S.A.B. De C.V.), Registration Rights Agreement (Grupo Aeromexico, S.A.B. De C.V.), Registration Rights Agreement (Grupo Aeromexico, S.A.B. De C.V.)

Underwritten Shelf Takedown. At any time during the Shelf Period (subject to any Suspension Period), any one or more Holders of Registrable Securities (such Holder, a “Shelf Public Offering Requesting Holder”) may request to sell all or any portion of their Registrable Securities in an underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided, that, and subject to Section 2(a)(vii2(a)(v) below, the Company shall not be obligated to effect (x) an Underwritten Shelf Takedown for any Registrable Securities other than Company Ordinary SharesCommon Stock; (y) more than four (4) Underwritten Shelf Takedowns (together with any Demand Registrations) in aggregate; or (z) any Underwritten Shelf Takedown if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be sold in such Underwritten Shelf Takedown, in the good faith judgment of the managing underwriter(s) therefor, is less than $20,000,000 100 million as of the date of the Company receives a Shelf Takedown Request.

Appears in 2 contracts

Samples: Registration Rights Agreement (Vici Properties Inc.), Common Stock Purchase Agreement (Vici Properties Inc.)

Underwritten Shelf Takedown. At any time during the Shelf Period (subject to any Suspension Period), any one or more Holders of Registrable Securities (such Holder, a “Shelf Public Offering Requesting Holder”) may request to sell all or any portion of their Registrable Securities in an underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided, that, and subject to Section 2(a)(vii2(a)(v) below, the Company shall not be obligated to effect (x) an Underwritten Shelf Takedown for any Registrable Securities other than Company Ordinary Common Shares; (y) more than four (4) Underwritten Shelf Takedowns (together with any Demand Registrations) in aggregate; or (z) any Underwritten Shelf Takedown if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be sold in such Underwritten Shelf Takedown, in the good faith judgment of the managing underwriter(s) therefor, is less than $20,000,000 35 million as of the date of the Company receives a Shelf Takedown Request.

Appears in 2 contracts

Samples: Registration Rights Agreement (Vici Properties Inc.), Form of Registration Rights Agreement (Vici Properties Inc.)

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Underwritten Shelf Takedown. At any time during the Shelf Period (subject to any Suspension Period), any one or more Holders of Registrable Securities may request to sell all or any portion of their Registrable Securities in an underwritten Public Offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided, that, and subject to Section 2(a)(vii) below, the Company shall not be obligated to effect (x) an Underwritten Shelf Takedown for any Registrable Securities other than Company Ordinary SharesSecond Lien Notes; (y) more than four three (43) Underwritten Shelf Takedowns (together with any Demand Registrations) in aggregate; or (z) any Underwritten Shelf Takedown if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be sold in such Underwritten Shelf Takedown, in the good faith judgment of the managing underwriter(s) therefor, is less than $20,000,000 as of the date the Company receives a Shelf Takedown Request.

Appears in 1 contract

Samples: Registration Rights Agreement (Noble Finance Co)

Underwritten Shelf Takedown. At any time during the Shelf Period (subject to any Suspension Period), any one or more Holders of Registrable Securities (such Holder, a “Shelf Public Offering Requesting Holder”) may request to sell all or any portion of their Registrable Securities in an underwritten Public Offering offering that is registered pursuant to the any Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided, that, and subject to Section 2(a)(vii2(a)(v) below, the Company shall not be obligated to effect (x) an Underwritten Shelf Takedown for any Registrable Securities other than Company Ordinary Shares; (y) more than four (4) Underwritten Shelf Takedowns in any 12-month period for all Holders and (together with any Demand Registrations) in aggregate; or (zy) any Underwritten Shelf Takedown if the aggregate proceeds expected to be received from the sale of the Registrable Securities requested to be sold in such Underwritten Shelf Takedown, in the good faith judgment of the managing underwriter(s) therefor, is less than $20,000,000 as of 25 million (unless an Underwritten Shelf Takedowns contemplates to register for resale all remaining Registrable Securities and the date aggregate proceeds expected to be received from the Company receives a Shelf Takedown Requestsale thereof is less than $25 million).

Appears in 1 contract

Samples: Registration Rights Agreement (Amplify Energy Corp.)

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