Common use of Underwritten Shelf Takedown Clause in Contracts

Underwritten Shelf Takedown. At any time during the Shelf Period (subject to any Suspension Period), each Qualified Holder may request to sell all or any portion of 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 the Company shall not be obligated to effect (x) more than four (4) Underwritten Shelf Takedowns (together with any Demand Registrations) in any 12-month period; or (y) 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 $50 million as of the date the Company receives a Shelf Takedown Request; provided, further, however, that no Qualified Holder shall be entitled to request an Underwritten Shelf Takedown unless such Qualified Holder holds at least 5% of the outstanding Equity Securities, calculated at the time of such demand, but shall be entitled to piggyback registration rights as set forth in Section 2(c).

Underwritten Shelf Takedown. At any time during the Shelf Period (subject to any Suspension Grace Period), the Holders of a Majority of Registrable Securities (each Qualified Holder such Holder, a “Shelf Public Offering Requesting Holder”) may request to sell all or any portion of its their Registrable Securities in an underwritten Public Offering (including Bought Deals) public offering that is registered pursuant to the Shelf Registration Statement (each, an “Underwritten Shelf Takedown”); provided provided, that the Company shall not be obligated to effect (x) more than four two (42) Underwritten Shelf Takedowns (together with any Demand Registrations) in any 12twelve-month period; or (y) any Underwritten Shelf Takedown if unless either (i) the number of Registrable Securities requested to be offered and sold in such Underwritten Offering exceeds at least ten percent (10%) of the number of Registrable Securities outstanding on the date hereof or (ii) 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 exceed $50 50.0 million as of the date the Company receives a Shelf Takedown Request; provided, further, however, that no Qualified Holder shall be entitled to request an Underwritten Shelf Takedown unless such Qualified Holder holds at least 5% of the outstanding Equity Securities, calculated at the time of such demand, but shall be entitled to piggyback registration rights as set forth in Section 2(c).

Underwritten Shelf Takedown. At any time during the Shelf Period (subject to any Suspension Period), each Qualified Holder any one or more Holders of Registrable Securities may request to sell all or any portion of its their 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 provided, that, and subject to Section 2(a)(v) below, the Company shall not be obligated to effect (x) an Underwritten Shelf Takedown for any Registrable Securities other than Company Common Shares; (y) more than four (4I) three (3) Underwritten Shelf Takedowns requested by RCF Lender Qualified Holders (together with any Demand RegistrationsRegistrations requested by RCF Lender Qualified Holders) and (II) five (5) Underwritten Shelf Takedowns requested by Senior Notes Qualified Holders and other Holders that are not RCF Lender Qualified Holders (together with any Demand Registrations requested by Senior Notes Qualified Holders), in any 12-month periodaggregate; or (yz) 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 $50 25 million as of the date the Company receives a Shelf Takedown Request; provided, further, however, that no Qualified Holder shall be entitled to request an Underwritten Shelf Takedown unless such Qualified Holder holds at least 5% of the outstanding Equity Securities, calculated at the time of such demand, but shall be entitled to piggyback registration rights as set forth in Section 2(c).

Underwritten Shelf Takedown. At any time during and from time to time after a Resale Shelf Registration Statement has been declared effective by the Commission, to the extent such Resale Shelf Period Registration may be used for an underwritten offering, (subject to any Suspension Period)a) the Glencore Holders, each Qualified Holder or (b) if there are no Glencore Holders, the Majority Holders, may request to sell all or any portion of its the Registrable Securities in an underwritten Public Offering (including Bought Deals) offering that is registered pursuant to the Resale Shelf Registration Statement Statement, including a Block Trade (each, an “Underwritten Shelf Takedown”); provided provided, however that the Company shall not only be obligated to effect (x) more than four (4) Underwritten Shelf Takedowns (together with any Demand Registrations) in any 12-month period; or (y) any an Underwritten Shelf Takedown if the aggregate proceeds such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $5,000,000. All requests for Underwritten Shelf Takedowns shall be received from made by giving written notice to the sale Company, which shall specify the approximate number of the Registrable Securities requested proposed to be sold in such the Underwritten Shelf Takedown, in the good faith judgment of the managing underwriter(s) therefor, is less than $50 million as of the date the Company receives a Shelf Takedown Request; provided, further, however, that no Qualified Holder shall be entitled to request an Underwritten Shelf Takedown unless such Qualified Holder holds at least 5% of the outstanding Equity Securities, calculated at the time of such demand, but shall be entitled to piggyback registration rights as set forth in Section 2(c).Shelf