Common use of Shelf Registrations Clause in Contracts

Shelf Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Holder pursuant to a Registration under Section 2.02, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.09. Each Participating Holder shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with, the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Shelf Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Holder Investor pursuant to a Registration under Section 2.022.01, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder Investor and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.092.08. Each Participating Holder Investor shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, to or agreements with, with the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Shelf Registrations. If requested by (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the underwriters for Demand Initiating Holders will have the right at any Underwritten Offering requested by time or from time to time (subject to the limitations (including with respect to time and number) set forth in Section 1(a) applicable to any Participating Holder Demand Initiating Holder) to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). If the Demand Initiating Holders desire to sell Registrable Securities pursuant to an underwritten offering, then the Demand Initiating Holders may deliver to the Company a Registration under Section 2.02written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Demand Initiating Holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.09. Each Participating Holder shall cooperate reasonably with the Company in the negotiation will give written notice of such underwriting agreement and shall give consideration Shelf Offering Notice to the reasonable suggestions all other Holders of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders Shelf Registrable Securities that have been identified as are customarily made by issuers to selling stockholders in secondary underwritten public offerings such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (ii7) provide that any or all days after the Company’s receipt of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements withShelf Offering Notice, the Company or the underwriters maximum number of Shelf Registrable Securities such Holder desires to be disposed of in connection with such underwriting agreement other than customary representationsShelf Offering. The Company, warranties or agreements regarding subject to Section 1(e) and Section 7, will include in such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Shelf Offering all Shelf Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens Securities with respect to which the Registrable SecuritiesCompany has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of all required consents and approvals with respect a Shelf Offering Notice), but subject to the entry into Section 1(e), use its best efforts to consummate such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Shelf Offering.

Shelf Registrations. If requested by (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the underwriters Holders will have the right at any time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”); provided that the Holders shall, collectively, be limited to a total of one underwritten offering in any calendar year (unless the Company otherwise agrees to effect an additional underwritten offering during such calendar year) and the aggregate anticipated offering price of each underwritten offering is at least $75,000,000 (it being understood, for the avoidance of doubt, any Underwritten Offering requested by any Participating Holder Block Trade shall not be considered un underwritten offering for the purposes of this Section 1(d)(i)). If the Holders desire to sell Registrable Securities pursuant to an underwritten offering, then the Holders may deliver to the Company a Registration under Section 2.02written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Holders desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company will give written notice of such Shelf Offering Notice to all other Holders of Shelf Registrable Securities that have been identified as selling shareholders in such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall enter into an underwriting agreement with request that each such underwriters for Holder specify, within seven (7) days (unless a longer period is agreed to by the requesting Holder) after the Company’s receipt of the Shelf Offering Notice, the maximum number of Shelf Registrable Securities such offering, such agreement Holder desires to be reasonably satisfactory disposed of in substance and form to the such Shelf Offering. The Company, each Participating Holder subject to Section 1(e) and the underwritersSection 7, and to contain will include in such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.09. Each Participating Holder shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or Shelf Offering all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with, the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Shelf Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens Securities with respect to which the Registrable SecuritiesCompany has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of all required consents and approvals with respect a Shelf Offering Notice), but subject to the entry into Section 1(e), use its reasonable best efforts to consummate such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Shelf Offering.

Shelf Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Holder Investor pursuant to a Registration under Section 2.022.01, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder Investor and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.092.08. Each Participating Holder Investor shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, to or agreements with, with the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s 's title to the Registrable Securities, such Participating Holder’s 's authority to sell the Registrable Securities, such Participating Holder’s 's intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s 's net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Shelf Registrations. If requested by the underwriters for any Underwritten Offering Shelf Take-Down requested by any Participating Holder pursuant to a Registration under Section 2.022.02(f)(iii), the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.09. Each Participating Holder shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or and other agreements with, the Company or and the underwriters in connection with such underwriting agreement other than customary as are customarily made by selling stockholders in secondary underwritten public offerings, including representations, warranties or and agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Shelf Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Holder Investor pursuant to a Registration under Section 2.022.01, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder Investor and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those customarily provided in Section 2.09by the Company as part of its public offerings. Each Participating Holder Investor shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders shareholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holdersofferings. Any such Participating Holder shall not be required to make any representations or warranties to, to or agreements with, with the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Shelf Registrations. If requested by the underwriters for any Underwritten Offering Shelf Take-Down requested by any Participating Holder pursuant to a Registration under Section 2.022.01(f)(ii) or (iii), the Company Parent shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the CompanyParent, each Participating Holder and the underwriters, and to contain such representations and warranties by the Company Parent and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.092.08. Each Participating Holder shall cooperate reasonably with the Company Parent in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company Parent regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or and other agreements with, the Company or Parent and the underwriters in connection with such underwriting agreement other than customary as are customarily made by selling stockholders in secondary underwritten public offerings, including representations, warranties or and agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the CompanyParent), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Shelf Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Holder Investor pursuant to a Registration under Section 2.022.01, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder Investor and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.092.08. Each Participating Holder Investor shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, to or agreements with, with the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Shelf Registrations. If requested by the underwriters for any Underwritten Offering Shelf Take-Down requested by any Participating Holder pursuant to a Registration under Section 2.022.02(f), the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.09customary indemnities. Each Participating Holder shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or and other agreements with, the Company or and the underwriters in connection with such underwriting agreement other than customary as are customarily made by selling stockholders in secondary underwritten public offerings, including representations, warranties or and agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Shelf Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Holder pursuant to a Registration under Section 2.02, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.09. Each Participating Holder shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with, the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with With respect to the Registrable SecuritiesContingent Merger Consideration received on each Contingent Payment Date (or after such date pursuant to Sections 1.9 through 1.11), receipt the Sellers owning 5 % or more of the Contingent Merger Consideration then outstanding (the "Initiating Holders") may deliver at any time to Parent a written request (a "Demand Notice") for Parent to file a registration statement on Form S-3 (the "Form S-3") registering under the Securities Act the resale of all required consents and approvals with respect or any portion of the Contingent Merger Consideration then outstanding (collectively, the "Shelf Registration Statement"). Such Shelf Registration Statement will state that the Sellers named as selling shareholders therein may sell, subject to the entry into such underwriting agreement and the sale of such Registrable Securities limitations set forth in this Agreement and any other representations required to be made by such Participating Holder limitations arising under applicable law, rule all or regulationany part of the Merger Securities issued to them from time to time in transactions on the exchange on which such Merger Securities are listed (or, if such shares are listed on the Nasdaq National Market, in such market), in negotiated transactions, through the writing of options on the shares, through a combination of such methods of sale, or in any other manner, as appropriate, at prices related to market prices prevailing at the time of sale, or at negotiated prices. In any such request made pursuant to this Section 5.13, each Seller shall specify the number of shares of Contingent Merger Consideration to be registered. Any such request shall be delivered to Parent and the aggregate amount other Sellers in accordance with the provisions of Section 10.5 of this Agreement. Upon the liability receipt of such Participating Holder notice from the Initiating Holders that they have requested a Shelf Registration Statement, each of such other Sellers shall be entitled for a period of 30 days from the date of receipt of such notice to deliver a written request to Parent specifying the number of such Seller's shares of Contingent Merger Consideration to be included in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten OfferingShelf Registration Statement.

Shelf Registrations. If requested by the underwriters for At any Underwritten Offering requested by time that a Shelf Registration is effective, if any Participating Holder holder or group of holders described in Section 3(a) of Registrable Shares that has a right to request a Short-Form Registration pursuant to such Section 3(a) delivers a notice to the Company (a “Take-Down Notice”) stating that it intends to effect an underwritten offering or distribution of all or part of its Registrable Shares included by it on the Shelf Registration under Section 2.02(an “Underwritten Shelf Offering”) and stating the approximate number (or range) of the Registrable Shares to be included in the Underwritten Shelf Offering and, at the option of the holder or group of holders delivering the notice, the Company shall enter into an underwriting agreement with such underwriters anticipated per share price range for such offering, then the Company shall amend or supplement the Shelf Registration as may be necessary in order to enable such agreement Registrable Shares to be reasonably satisfactory in substance and form distributed pursuant to the Company, each Participating Holder and Underwritten Shelf Offering (taking into account the underwriters, and to contain such representations and warranties inclusion of Registrable Shares by the Company and such any other terms as are generally prevailing in agreements of that type, including indemnities no less favorable holders thereof pursuant to the recipient thereof than those provided in Section 2.09. Each Participating Holder shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions terms of the Company regarding the form thereofnext sentence of this Section 3(c)). The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part ofIn connection with any Underwritten Shelf Offering, the Company shall, promptly after receipt of a Take-Down Notice, deliver such notice to all other holders of Registrable Shares included on such Shelf Registration and, subject to Section 3(d) permit each holder to include its Registrable Shares included on the Shelf Registration and permit each holder to include its Registrable Shares included on the Shelf Registration in the Underwritten Shelf Offering if such holder notifies the proposing holders and the Company no later than 9:00 a.m., New York City time, on the business day immediately following the Take-Down Notice Delivery Time; it being understood that for purposes of this Section 3(c), the benefit “Take-Down Notice Delivery Time” shall be deemed to be the date of delivery of such Participating Holders as are customarily made by issuers notice if it is delivered to selling stockholders in secondary underwritten public offerings holders at or prior to 12:00 p.m. New York City time and (ii) provide that any or all of shall be deemed to be the conditions precedent to the obligations business day immediately following delivery of such underwriters under such underwriting agreement also shall be conditions precedent notice if it is delivered to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with, the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds holders after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering12:00 p.m. New York City time.

Shelf Registrations. If requested by (i) For so long as a registration statement for a Shelf Registration (a “Shelf Registration Statement”) is and remains effective, the underwriters for Sponsor Investors will have the right at any Underwritten Offering requested by any Participating Holder time or from time to time to elect to sell pursuant to an offering (including an underwritten offering) Registrable Securities pursuant to such registration statement (“Shelf Registrable Securities”). If the Sponsor Investors desire to sell Registrable Securities pursuant to an underwritten offering, then the Sponsor Investors may deliver to the Company a Registration under Section 2.02written notice (a “Shelf Offering Notice”) specifying the number of Shelf Registrable Securities that the Sponsor Investors desire to sell pursuant to such underwritten offering (the “Shelf Offering”). As promptly as practicable, but in no event later than two (2) Business Days after receipt of a Shelf Offering Notice, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.09. Each Participating Holder shall cooperate reasonably with the Company in the negotiation will give written notice of such underwriting agreement and shall give consideration Shelf Offering Notice to the reasonable suggestions all other Holders of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders Shelf Registrable Securities that have been identified as are customarily made by issuers to selling stockholders in secondary underwritten public offerings such Shelf Registration Statement and are otherwise permitted to sell in such Shelf Offering, which such notice shall request that each such Holder specify, within seven (ii7) provide that any or all days after the Company’s receipt of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements withShelf Offering Notice, the Company or the underwriters maximum number of Shelf Registrable Securities such Holder desires to be disposed of in connection with such underwriting agreement other than customary representationsShelf Offering. The Company, warranties or agreements regarding subject to Section 1(e) and Section 7, will include in such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Shelf Offering all Shelf Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens Securities with respect to which the Company has received timely written requests for inclusion. The Company will, as expeditiously as possible (and in any event within fourteen (14) days after the receipt of a Shelf Offering Notice), but subject to Section 1(e), use its best efforts to consummate such Shelf Offering. Notwithstanding the foregoing, no Holders (other than Holders of Sponsor Investor Registrable Securities, receipt of all required consents and approvals with respect ) will be permitted to participate in any Shelf Offering without the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount written consent of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten OfferingSponsor Investors.

Shelf Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Holder pursuant to a Registration under Section 2.02Offering, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those customarily provided in Section 2.09by the Company as part of its public offerings. Each Participating Holder shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders shareholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holdersofferings. Any such Participating Holder shall not be required to make any representations or warranties to, to or agreements with, with the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Shelf Registrations. (a) If requested the Initiating Holders request that the Company file a Shelf Registration Statement for a public offering of all or any portion of the Registrable Common Stock held by such Holders at any time that the Company is eligible to use Form S-11, Form S-3 or any successor thereto then available to the Company providing for the resale pursuant to Rule 415 from time to time by the underwriters for Holders of any Underwritten Offering requested and all Registrable Common Stock (a “Shelf Registration Statement”), then the Company shall use its best efforts to register and maintain the effectiveness of such Shelf Registration Statement until the earliest to occur of the date on which all of the Registrable Common Stock either (i) has been registered effectively pursuant to the Securities Act and disposed of in accordance with the Registration Statement relating to it or (ii) distributed to the public pursuant to Rule 144 or is saleable pursuant to Rule 144(k) promulgated by any Participating Holder the SEC pursuant to the Securities Act pursuant to a Shelf Registration under Section 2.02Statement, for public sale in accordance with the method of disposition specified in such notice (including, without limitation, one or more underwritten offerings), the number of shares of Registrable Common Stock specified in such notice. Whenever the Company shall enter into an underwriting agreement with such underwriters for such offeringis required by this Section 4 to use its best efforts to effect the registration of Registrable Common Stock, such agreement to be reasonably satisfactory in substance each of the procedures and form requirements of Section 2 (including but not limited to the Company, each Participating Holder and the underwriters, and to contain such representations and warranties by requirement that the Company notify all Holders from whom notice has not been received and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.09. Each Participating Holder shall cooperate reasonably provide them with the Company opportunity to participate in the negotiation offering) shall apply to such registration. There is no limitation on the number of such underwriting agreement and shall give consideration registrations pursuant to this Section 4 that the reasonable suggestions Company is obligated to effect until the earliest to occur of the Company regarding date on which all of the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall Registrable Common Stock either (i) contain such representations has been registered effectively pursuant to the Securities Act and warranties by, and disposed of in accordance with the other agreements on the part of, the Company Registration Statement relating to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and it or (ii) provide that any or all of the conditions precedent distributed to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent public pursuant to Rule 144 or is saleable pursuant to Rule 144(k) promulgated by the SEC pursuant to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with, the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten OfferingAct.