Common use of Underwritten Takedown Clause in Contracts

Underwritten Takedown. If TopCo shall receive a request from one or more Investors holding Registrable Securities with an estimated market value of at least $20,000,000 that TopCo effect an Underwritten Takedown of all or any portion of the requesting holder’s Registrable Securities, then TopCo shall promptly give notice of such requested Underwritten Takedown at least five (5) Business Days prior to the anticipated filing date of the prospectus or prospectus supplement relating to such Underwritten Takedown to the other Investors and thereupon shall use its reasonable best efforts to effect, as expeditiously as possible, the offering in such Underwritten Takedown of: (i) subject to the restrictions set forth in Section 2.2.4, all Registrable Securities for which the requesting holder has requested such offering under this Section 2.1.7, and (ii) subject to the restrictions set forth in Section 2.2.4, all other Registrable Securities that any holders of Registrable Securities have requested TopCo to offer by request received by TopCo within two (2) Business Days after such holders receive TopCo’s notice of the Underwritten Takedown Notice. (a) Promptly after the expiration of the two-Business Day-period referred to in Section 2.1.7(ii), TopCo will notify all selling holders of the identities of the other selling holders and the number of shares of Registrable Securities requested to be included therein. (b) TopCo shall only be required to effectuate: (i) one (1) Underwritten Takedown by each of (A) Sponsor, and (B) the Company Investors or their Permitted Transferees, collectively within any six-month period; and (ii) no more than three (3) Underwritten Takedowns by each of the Sponsor and the Company Investors in respect of all Registrable Securities held by Sponsor and Company Investors in a 24-month period after giving effect to Section 2.2.1(d).

Underwritten Takedown. If TopCo the Company shall receive a request from one or more Investors holding the Holders of Registrable Securities with an estimated market value of at least $20,000,000 35,000,000 that TopCo the Company effect an a Underwritten Takedown of all or any portion of the requesting holder’s Registrable Securities, then TopCo the Company shall promptly give notice of such requested Underwritten Takedown at least five three (53) Business Days prior to the anticipated filing date of the prospectus or prospectus supplement relating to such Underwritten Takedown to the other Investors Holders and thereupon shall use its commercially reasonable best efforts to effect, as expeditiously as possiblepracticable, the offering in such Underwritten Takedown of: (ia) subject to the restrictions set forth in Section 2.2.42.3, all Registrable Securities for which the requesting holder has requested such offering under this Section 2.1.7subsection 2.1.5, and (iib) subject to the restrictions set forth in Section 2.2.42.3, all other Registrable Securities that any holders of Registrable Securities Holders have requested TopCo the Company to offer by request received by TopCo the Company within two one (21) Business Days Day after such holders receive TopCothe Company’s notice of the Underwritten Takedown Notice, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be offered. (ac) Promptly after the expiration of the twoone-Business Day-period referred to in Section 2.1.7(iisubsection 2.1.5(b), TopCo the Company will notify all selling holders of the identities of the other selling holders in the Underwritten Takedown and the number of shares of Registrable Securities requested to be included therein. (bd) TopCo The Company shall only be required to effectuate: (i) effectuate one (1) Underwritten Takedown by each of (A) Sponsor, and (B) the Company Investors or their Permitted Transferees, collectively pursuant to this Agreement within any six-month period; period and (ii) no not more than three (3) Underwritten Takedowns by each of five times in the Sponsor and the Company Investors in respect of all Registrable Securities held by Sponsor and Company Investors in a 24-month period after giving effect to Section 2.2.1(d)aggregate.

Underwritten Takedown. The Company shall only be required to effectuate one Underwritten Takedown within any six-month period, which offering may be requested by either (i) holders of a majority in interest of the Founder Registrable Securities, (ii) holders of a majority in interest of the PAR Registrable Securities or (iii) Holders then holding at least 10,000,000 shares of Registrable Securities (subject to appropriate adjustment in the event of any stock splits, stock dividends, reclassifications or the like); provided that the estimated market value of the Registrable Securities to be so registered is at least $10,000,000 in the aggregate. In connection with any such Underwritten Takedown: (i) If TopCo the Company shall receive a request from one or more Investors Holders then holding at least 10,000,000 shares of Registrable Securities with an estimated market value (subject to appropriate adjustment in the event of at least $20,000,000 any stock splits, stock dividends, reclassifications or the like) (the requesting Holder(s) shall be referred to herein as the “Requesting Holder”) that TopCo the Company effect an the Underwritten Takedown of all or any portion of the requesting holderRequesting Holder’s Registrable Securities, and specifying the intended method of disposition thereof, then TopCo the Company shall promptly give notice of such requested Underwritten Takedown (each such request shall be referred to herein as a “Demand Takedown”) at least five (5) 10 Business Days prior to the anticipated filing date of the prospectus or prospectus supplement relating to such Underwritten Demand Takedown to the other Investors Holders and thereupon shall use its reasonable best efforts to effect, as expeditiously as possible, the offering in such Underwritten Takedown of: (iA) subject to the restrictions set forth in Section 2.2.41.2(e)(iii), all Registrable Securities for which the requesting holder Requesting Holder has requested such offering under this Section 2.1.71.2(e)(i), and (iiB) subject to the restrictions set forth in Section 2.2.41.2(e)(iii), all other Registrable Securities that any holders of Registrable Securities Holders (all such Holders, together with the Requesting Holder, the “Selling Holders”) have requested TopCo the Company to offer by request received by TopCo the Company within two (2) seven Business Days after such holders Holders receive TopCothe Company’s notice of the Underwritten Takedown NoticeDemand Takedown, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be offered. (aii) Promptly after the expiration of the twoseven-Business Day-period referred to in Section 2.1.7(ii1.2(e)(i)(B), TopCo the Company will notify all selling holders Selling Holders of the identities of the other selling holders Selling Holders and the number of shares of Registrable Securities requested to be included therein. (biii) TopCo If the managing underwriter in an Underwritten Takedown advises the Company and the Requesting Holder that, in its view, the number of shares of Registrable Securities requested to be included in such underwritten offering exceeds the largest number of shares that can be sold without having an adverse effect on such offering, including the price at which such shares can be sold (the “Maximum Offering Size”), the Company shall only include in such underwritten offering, up to the Maximum Offering Size, Registrable Securities requested to be required to effectuate: (i) one (1) included in such Underwritten Takedown by each of (A) Sponsor, all Selling Holders and (B) allocated pro rata among such Selling Holders on the Company Investors or their Permitted Transferees, collectively within any six-month period; and (ii) no more than three (3) Underwritten Takedowns by each basis of the Sponsor and the Company Investors in respect relative number of all Registrable Securities held by Sponsor and each such Selling Holder at such time (it being understood that for the purposes of calculating the relative number of Registrable Securities held by any Selling Holder, in the event such Selling Holder owns any security of the Company Investors in that may be converted, exercised or exchanged into Registrable Securities, the relative number of Registrable Securities held by such Selling Holder shall be determined as if such Selling Holder exercised such equity security on a 24-month period after giving effect to Section 2.2.1(dcashless exercise basis).

Underwritten Takedown. If TopCo the Company shall receive a request from one or more Investors holding the Holders of Registrable Securities with an estimated market value of at least $20,000,000 [●] that TopCo the Company effect an a Underwritten Takedown of all or any portion of the requesting holder’s Registrable Securities, then TopCo the Company shall promptly give notice of such requested Underwritten Takedown at least five three (53) Business Days prior to the anticipated filing date of the prospectus or prospectus supplement relating to such Underwritten Takedown to the other Investors Holders and thereupon shall use its commercially reasonable best efforts to effect, as expeditiously as possiblepracticable, the offering in such Underwritten Takedown of: (ia) subject to the restrictions set forth in Section 2.2.42.3, all Registrable Securities for which the requesting holder holder(s) has requested such offering under this Section 2.1.7subsection 2.1.5, and (iib) subject to the restrictions set forth in Section 2.2.42.3, all other Registrable Securities that any holders of Registrable Securities Holders have requested TopCo the Company to offer by request received by TopCo the Company within two one (21) Business Days Day after such holders receive TopCothe Company’s notice of the Underwritten Takedown Notice, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be offered. (ac) Promptly after the expiration of the twoone-Business Day-period referred to in Section 2.1.7(iisubsection 2.1.5(b), TopCo the Company will notify all selling holders of the identities of the other selling holders in the Underwritten Takedown and the number of shares of Registrable Securities requested to be included therein. (bd) TopCo The Company shall only be required to effectuate: (i) effectuate one (1) Underwritten Takedown by each of (A) Sponsor, and (B) the Company Investors or their Permitted Transferees, collectively pursuant to this Agreement within any six-month period; period and (ii) no not more than three (3) Underwritten Takedowns by each of five times in the Sponsor and the Company Investors in respect of all Registrable Securities held by Sponsor and Company Investors in a 24-month period after giving effect to Section 2.2.1(d)aggregate.

Underwritten Takedown. If TopCo the Company shall receive a request from one or more Investors holding the holders of Registrable Securities with an estimated market value of at least $20,000,000 25,000,000 that TopCo the Company effect an a Underwritten Takedown of all or any portion of the requesting holder’s Registrable Securities, then TopCo the Company shall promptly give notice of such requested Underwritten Takedown at least five two (52) Business Days prior to the anticipated filing date of the prospectus or prospectus supplement relating to such Underwritten Takedown to the other Investors and thereupon shall use its commercially reasonable best efforts to effect, as expeditiously as possible, the offering in such Underwritten Takedown of: (i) subject to the restrictions set forth in Section 2.2.42.3, all Registrable Securities for which the requesting holder has requested such offering under this Section 2.1.72.1.5, and (ii) subject to the restrictions set forth in Section 2.2.42.3, all other Registrable Securities that any holders of Registrable Securities have requested TopCo the Company to offer by request received by TopCo the Company within two one (21) Business Days Day after such holders receive TopCothe Company’s notice of the Underwritten Takedown Notice, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be offered. (a) Promptly after the expiration of the twoone-Business Day-period referred to in Section 2.1.7(ii2.1.5(ii), TopCo the Company will notify all selling holders of the identities of the other selling holders and the number of shares of Registrable Securities requested to be included therein. (b) TopCo the Company shall only be required to effectuate: (i) effectuate one (1) Underwritten Takedown by each of (A) Sponsor, and (B) the Company Investors or their Permitted Transferees, collectively pursuant to this Agreement within any six-month period; and (ii) no more than three (3) Underwritten Takedowns by each of the Sponsor and the Company Investors in respect of all Registrable Securities held by Sponsor and Company Investors in a 24-month period after giving effect to Section 2.2.1(d).

Underwritten Takedown. If TopCo the Company shall receive a request from one or more Investors holding a holder of Registrable Securities with an estimated market value of that holds at least $20,000,000 a majority-in-interest of the outstanding Registrable Securities held by all holders of Registrable Securities that TopCo the Company effect an Underwritten Takedown of all or any portion of the such requesting holder’s Registrable Securities, then TopCo the Company shall promptly give notice of such requested Underwritten Takedown at least five seven (57) Business Days prior to the anticipated filing date of the prospectus or prospectus supplement relating to such Underwritten Takedown to the other Investors and thereupon shall use its reasonable best efforts to effect, as expeditiously as possible, the offering in such Underwritten Takedown of: (i) subject to the restrictions set forth in Section 2.2.4, all Registrable Securities for which the requesting holder has requested such offering under this Section 2.1.72.1.6, and (ii) subject to the restrictions set forth in Section 2.2.4, all other Registrable Securities that any holders of Registrable Securities have requested TopCo Company to offer by request received by TopCo the Company within two (2) Business Days after such holders receive TopCothe Company’s notice of the Underwritten Takedown NoticeTakedown, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be offered. (a) Promptly after the expiration of the two-Business Day-period referred to in Section 2.1.7(ii), TopCo the Company will notify all selling holders of the identities of the other selling holders and the number of shares of Registrable Securities requested to be included therein. (b) TopCo The Company shall only be required to effectuate: (i) one (1) Underwritten Takedown by each of (A) Sponsor, and (B) the Company Investors or their Permitted Transferees, collectively within any six-month period; and (ii) no more than effectuate three (3) Underwritten Takedowns by each of the Sponsor and the Company Investors in respect of all Registrable Securities held by Sponsor and Company Investors in a 24within any 12-month period after giving effect to Section 2.2.1(d2.2.1(i).

Underwritten Takedown. If TopCo the Company shall receive a request from one or more Investors holding the holders of Registrable Securities with an estimated market value of at least $20,000,000 25,000,000 that TopCo the Company effect an a Underwritten Takedown of all or any portion of the requesting holder’s Registrable Securities, then TopCo the Company shall promptly give notice of such requested Underwritten Takedown at least five seven (57) Business Days prior to the anticipated filing date of the prospectus or prospectus supplement relating to such Underwritten Takedown to the other Investors and thereupon shall use its reasonable best efforts to effect, as expeditiously as possible, the offering in such Underwritten Takedown of: (i) subject to the restrictions set forth in Section 2.2.4, all Registrable Securities for which the requesting holder has requested such offering under this Section 2.1.72.1.6, and (ii) subject to the restrictions set forth in Section 2.2.4, all other Registrable Securities that any holders of Registrable Securities have requested TopCo the Company to offer by request received by TopCo the Company within two (2) Business Days after such holders receive TopCothe Company’s notice of the Underwritten Takedown Notice, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be offered. (a) Promptly after the expiration of the two-Business Day-period referred to in Section 2.1.7(ii2.1.6(ii), TopCo the Company will notify all selling holders of the identities of the other selling holders and the number of shares of Registrable Securities requested to be included therein. (b) TopCo the Company shall only be required to effectuate: (i) one (1) Underwritten Takedown by each of (A) Sponsorthe ARYA Investors, collectively, and (B) the Company Investors or their Permitted TransfereesGmbH Investors, collectively within any six-month period; and (ii) no more than three (3) Underwritten Takedowns by each of the Sponsor and the Company Investors in respect of all Registrable Securities held by Sponsor and Company ARYA Investors in a 24-month period after giving effect to Section 2.2.1(d).to

Underwritten Takedown. If TopCo shall receive a request from one or more Investors holding the holders of Registrable Securities with an estimated market value of at least $20,000,000 25,000,000 that TopCo effect an a Underwritten Takedown of all or any portion of the requesting holder’s Registrable Securities, then TopCo shall promptly give notice of such requested Underwritten Takedown at least five seven (57) Business Days prior to the anticipated filing date of the prospectus or prospectus supplement relating to such Underwritten Takedown to the other Investors and thereupon shall use its reasonable best efforts to effect, as expeditiously as possible, the offering in such Underwritten Takedown of: (i) subject to the restrictions set forth in Section 2.2.4, all Registrable Securities for which the requesting holder has requested such offering under this Section 2.1.72.1.6, and (ii) subject to the restrictions set forth in Section 2.2.4, all other Registrable Securities that any holders of Registrable Securities have requested TopCo to offer by request received by TopCo within two (2) Business Days after such holders receive TopCo’s notice of the Underwritten Takedown Notice, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be offered. (a) Promptly after the expiration of the two-Business Day-period referred to in Section 2.1.7(ii2.1.6(ii), TopCo will notify all selling holders of the identities of the other selling holders and the number of shares of Registrable Securities requested to be included therein. (b) TopCo shall only be required to effectuate: (i) one (1) Underwritten Takedown by each of (A) Sponsorthe ARYA Investors, collectively, and (B) the Company Investors or their Permitted TransfereesInvestors, collectively within any six-month period; and (ii) no more than three (3) Underwritten Takedowns by each of the Sponsor and the Company Investors in respect of all Registrable Securities held by Sponsor ARYA Investors after giving effect to Section 2.2.1(c); and (iii) no more than [three] Underwritten Takedowns in respect of all Registrable Securities held by Company Investors in a 24-month period after giving effect to Section 2.2.1(d).

Underwritten Takedown. If TopCo the Company shall receive a request from one or more Investors holding the Holders of Registrable Securities with an estimated market value of at least $20,000,000 35,000,000 that TopCo the Company effect an a Underwritten Takedown of all or any portion of the requesting holder’s Registrable Securities, then TopCo the Company shall promptly give notice of such requested Underwritten Takedown at least five two (52) Business Days prior to the anticipated filing date of the prospectus or prospectus supplement relating to such Underwritten Takedown to the other Investors Holders and thereupon shall use its commercially reasonable best efforts to effect, as expeditiously as possiblepracticable, the offering in such Underwritten Takedown of: (ia) subject to the restrictions set forth in Section 2.2.42.3, all Registrable Securities for which the requesting holder has requested such offering under this Section 2.1.7subsection 2.1.5, and (iib) subject to the restrictions set forth in Section 2.2.42.3, all other Registrable Securities that any holders of Registrable Securities Holders have requested TopCo the Company to offer by request received by TopCo the Company within two one (21) Business Days Day after such holders receive TopCothe Company’s notice of the Underwritten Takedown Notice, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be offered. (ac) Promptly after the expiration of the twoone-Business Day-period referred to in Section 2.1.7(iisubsection 2.1.5(b), TopCo the Company will notify all selling holders of the identities of the other selling holders in the Underwritten Takedown and the number of shares of Registrable Securities requested to be included therein. (bd) TopCo the Company shall only be required to effectuate: (i) effectuate one (1) Underwritten Takedown by each of (A) Sponsor, and (B) the Company Investors or their Permitted Transferees, collectively pursuant to this Agreement within any six-month period; and (ii) no more than three (3) Underwritten Takedowns by each of the Sponsor and the Company Investors in respect of all Registrable Securities held by Sponsor and Company Investors in a 24-month period after giving effect to Section 2.2.1(d).

Underwritten Takedown. If TopCo the Company shall receive a request from one or more Investors holding the Holders of Registrable Securities with an estimated market value of at least $20,000,000 10,000,000 that TopCo the Company effect an a Underwritten Takedown of all or any portion of the requesting holder’s Registrable Securities, then TopCo the Company shall promptly give notice of such requested Underwritten Takedown at least five three (53) Business Days prior to the anticipated filing date of the prospectus or prospectus supplement relating to such Underwritten Takedown to the other Investors Holders and thereupon shall use its commercially reasonable best efforts to effect, as expeditiously as possiblepracticable, the offering in such Underwritten Takedown of: (ia) subject to the restrictions set forth in Section 2.2.42.3, all Registrable Securities for which the requesting holder holder(s) has requested such offering under this Section 2.1.7subsection 2.1.5, and (iib) subject to the restrictions set forth in Section 2.2.42.3, all other Registrable Securities that any holders of Registrable Securities Holders have requested TopCo the Company to offer by request received by TopCo the Company within two one (21) Business Days Day after such holders receive TopCothe Company’s notice of the Underwritten Takedown Notice, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be offered. (ac) Promptly after the expiration of the twoone-Business Day-period referred to in Section 2.1.7(iisubsection 2.1.5(b), TopCo the Company will notify all selling holders of the identities of the other selling holders in the Underwritten Takedown and the number of shares of Registrable Securities requested to be included therein. (bd) TopCo The Company shall only be required to effectuate: (i) effectuate one (1) Underwritten Takedown by each of (A) Sponsor, and (B) the Company Investors or their Permitted Transferees, collectively pursuant to this Agreement within any six-month period; period and (ii) no not more than three (3) Underwritten Takedowns by each of five times in the Sponsor and the Company Investors in respect of all Registrable Securities held by Sponsor and Company Investors in a 24-month period after giving effect to Section 2.2.1(d)aggregate.

Underwritten Takedown. If TopCo an effective Shelf is on file with the Commission and the Company shall receive a request from one or more Investors holding the Holders of Registrable Securities included in such Shelf with an estimated market value of at least $20,000,000 10,000,000 that TopCo the Company effect an Underwritten Takedown of all or any portion of the requesting holder’s Holders’ Registrable Securities, then TopCo the Company shall promptly give notice of such requested Underwritten Takedown at least five three (53) Business Days prior to the anticipated filing date of the prospectus or prospectus supplement relating to such Underwritten Takedown to the other Investors Holders of Registrable Securities included in such Shelf and thereupon shall use its commercially reasonable best efforts to effect, as expeditiously as possiblepracticable, the offering in such Underwritten Takedown of: (ia) subject to the restrictions set forth in Section 2.2.42.3, all Registrable Securities included in such Shelf for which the requesting holder Holder(s) has requested such offering under this Section 2.1.7subsection 2.1.5, and (iib) subject to the restrictions set forth in Section 2.2.42.3, all other Registrable Securities included in such Shelf that any holders of Registrable Securities Holders have requested TopCo the Company to offer by request received by TopCo the Company within two one (21) Business Days Day after such holders Holders receive TopCothe Company’s notice of the Underwritten Takedown Notice. Takedown, all to the extent necessary to permit the disposition (ain accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be offered. Promptly after the expiration of the two-one (1) Business Day-period referred to in Section 2.1.7(iisubsection 2.1.5(b), TopCo the Company will notify all selling holders Holders of Registrable Securities included in such Shelf of the identities of the other selling holders Holders in the Underwritten Takedown and the number of shares of Registrable Securities requested to be included therein. (b) TopCo . The Company shall only be required to effectuate: (i) effectuate one (1) Underwritten Takedown by each of (A) Sponsor, and (B) the Company Investors or their Permitted Transferees, collectively pursuant to this Agreement within any six-month period; period and (ii) no not more than three five (35) Underwritten Takedowns by each of times in the Sponsor and the Company Investors in respect of all Registrable Securities held by Sponsor and Company Investors in a 24-month period after giving effect to Section 2.2.1(d)aggregate.

Underwritten Takedown. If TopCo the Company shall receive a request from one or more Investors holding the holders of Registrable Securities with an estimated market value bona fide anticipated gross proceeds of at least $20,000,000 15,000,000 (such amount of Registrable Securities (the “Minimum Amount”)) that TopCo the Company effect an Underwritten Takedown of all or any portion of the requesting holder’s Registrable Securities, then TopCo the Company shall promptly give notice of such requested Underwritten Takedown at least five (5) Business Days prior to the anticipated filing date of the prospectus or prospectus supplement relating to such Underwritten Takedown to the other Investors and thereupon shall use its commercially reasonable best efforts to effect, as expeditiously as possible, the offering in such Underwritten Takedown of: (i) subject to the restrictions set forth in Section 2.2.42.3, all Registrable Securities for which the requesting holder has requested such offering under this Section 2.1.72.1.5, and (ii) subject to the restrictions set forth in Section 2.2.42.3, all other Registrable Securities that any holders of Registrable Securities have requested TopCo the Company to offer by request received by TopCo the Company within two three (23) Business Days days after such holders receive TopCothe Company’s notice of the Underwritten Takedown Noticenotice, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be offered. (a) Promptly after the expiration of the two-Business Day-period referred to in Section 2.1.7(ii2.1.5(ii), TopCo the Company will notify all selling holders of the identities of the other selling holders and the number of shares of Registrable Securities requested to be included therein. (b) TopCo The Company shall only be required to effectuate: (i) effectuate one (1) Underwritten Takedown (not including Block Trades) pursuant to this Agreement requested by each of (Ai) Sponsor, the Sponsor and (Bii) the Company New Investors or their Permitted Transferees, collectively (acting collectively) within any six-month period; and . (iiiii) no more Notwithstanding the foregoing, the Original Investors may request to sell their Registrable Securities in an Underwritten Takedown yielding less than three (3) Underwritten Takedowns by each the Minimum Amount to the extent that such request comprises all of the Sponsor and the Company Investors in respect of all remaining Registrable Securities held by Sponsor and Company Investors in a 24-month period after giving effect to Section 2.2.1(d)the Original Investors.

Underwritten Takedown. If TopCo shall receive the Company receives a request from one or more Investors holding Registrable Securities with an estimated market value of at least $20,000,000 that TopCo Holders (the requesting Holder(s) shall be referred to herein as the “Requesting Holder”) for the Company to effect an the Underwritten Takedown of all or any portion of the requesting holderRequesting Holder’s Registrable SecuritiesSecurities having an estimated aggregate market value of at least $10,000,000, and specifying the intended method of disposition thereof, then TopCo the Company shall promptly (i) give notice of such requested Underwritten Takedown (each such request shall be referred to herein as a “Demand Takedown”) at least five (5) 10 Business Days prior to the anticipated filing date of the prospectus or prospectus supplement relating to such Underwritten Demand Takedown to the other Investors Holders and thereupon shall (ii) use its reasonable best efforts to effect, as expeditiously as possible, the offering in such Underwritten Takedown of: (iA) subject to the restrictions limitations set forth in Section 2.2.41.2(f), all Registrable Securities for which the requesting holder Requesting Holder has requested such offering under this Section 2.1.71.2(e), and (iiB) subject to the restrictions limitations set forth in Section 2.2.41.2(f), all other Registrable Securities that any holders of Registrable Securities Holders (all such Holders, together with the Requesting Holder, the “Selling Holders”) have requested TopCo the Company to offer by request received by TopCo the Company within two (2) seven Business Days after such holders Holders receive TopCothe Company’s notice of the Underwritten Takedown Notice. Demand Takedown, all to the extent necessary to permit the disposition (ain accordance with the intended methods specified by the Requesting Holder) of the Registrable Securities to be offered. Promptly after the expiration of the twoseven-Business Day-period referred to above in this Section 2.1.7(ii1.2(e), TopCo the Company will notify all selling holders Selling Holders of the identities of the other selling holders Selling Holders and the number of shares of Registrable Securities requested to be included thereinin the Underwritten Takedown. (b) TopCo shall only be required to effectuate: (i) one (1) Underwritten Takedown by each of (A) Sponsor, and (B) the Company Investors or their Permitted Transferees, collectively within any six-month period; and (ii) no more than three (3) Underwritten Takedowns by each of the Sponsor and the Company Investors in respect of all Registrable Securities held by Sponsor and Company Investors in a 24-month period after giving effect to Section 2.2.1(d).

Underwritten Takedown. If TopCo Company shall receive a request from one or more the Existing Investors holding that hold at least a majority-in-interest of the outstanding Registrable Securities with an estimated market value of at least $20,000,000 held by all Existing Investors that TopCo Company effect an Underwritten Takedown of all or any portion of the requesting holderExisting Investor’s Registrable Securities, then TopCo Company shall promptly give notice of such requested Underwritten Takedown at least five seven (57) Business Days prior to the anticipated filing date of the prospectus or prospectus supplement relating to such Underwritten Takedown to the other Investors and thereupon shall use its reasonable best efforts to effect, as expeditiously as possible, the offering in such Underwritten Takedown of: (i) subject to the restrictions set forth in Section 2.2.4, all Registrable Securities for which the requesting holder has requested such offering under this Section 2.1.72.1.6, and (ii) subject to the restrictions set forth in Section 2.2.4, all other Registrable Securities that any holders of Registrable Securities have requested TopCo Company to offer by request received by TopCo Company within two (2) Business Days after such holders receive TopCoCompany’s notice of the Underwritten Takedown NoticeTakedown, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be offered. (a) Promptly after the expiration of the two-Business Day-period referred to in Section 2.1.7(ii), TopCo Company will notify all selling holders of the identities of the other selling holders and the number of shares of Registrable Securities requested to be included therein. (b) TopCo Company shall only be required to effectuate: (i) one (1) Underwritten Takedown by each of (A) Sponsor, and (B) the Company Investors or their Permitted Transferees, collectively within any six-month period; and (ii) no more than effectuate three (3) Underwritten Takedowns by each of the Sponsor and the Company Investors in respect of all Registrable Securities held by Sponsor and Company Investors in a 24within any 12-month period after giving effect to Section 2.2.1(d2.2.1(i).