Examples of Shelf Takedown in a sentence
Notwithstanding the foregoing, if such Shelf Takedown involves an Underwritten Public Offering, no Holder may participate in any Shelf Takedown pursuant to this SECTION 2.2(c) unless such Holder agrees to sell their Registrable Securities to the Underwriters (if any) selected as provided in SECTION 2.5(e) on the same terms and conditions as apply to the Takedown Holders.
Each Holder agrees that such Holder shall treat as confidential the receipt of the Shelf Takedown Request and shall not disclose or use the information contained in such Shelf Takedown Request without the prior written consent of the Company or until such time as the information contained therein is or becomes available to the public generally, other than as a result of disclosure by the Holder in breach of the terms of this Agreement.
In connection with any proposed Shelf Takedown, each Holder agrees, in an effort to conduct any such Shelf Takedown in the most efficient and organized manner, to coordinate with any other Takedown Holder(s) prior to initiating any sales efforts and cooperate with the other Takedown Holder(s) as to the terms of such Shelf Takedown, including the aggregate amount of securities to be sold and the number of Registrable Securities to be sold by each Holder.
The request of any Holder (including any Takedown Holder) to participate in an Underwritten Shelf Takedown shall be binding on such Holder.
Any requests for a Shelf Takedown pursuant to this SECTION 2.2(c)(i) shall be made by giving prior written notice to the Company (a “Shelf Takedown Request”).