Common use of Shelf Takedown Clause in Contracts

Shelf Takedown. After the Lockup Date (or an earlier date agreed by the Company in writing), if any Holder of Registrable Securities included on a Shelf Registration delivers a written notice to the Company specifying the kind and number of such Registrable Securities such Holder wishes to sell or distribute (the “Takedown Notice”), the Company shall take all actions reasonably requested by such Holder, including amending or supplementing such Shelf Registration, as may be necessary to enable such Registrable Securities to be sold or distributed in accordance with the intended method of distribution set forth in the Takedown Notice, including an Underwritten Offering, as expeditiously as practicable; provided, however, that (i) the Holders may not require the Company to effect a shelf takedown that is an Underwritten Offering unless the Registrable Securities to be registered exceed 20% of the total Registrable Securities as of the date of this Agreement, (ii) the Holders may not require the Company to effect more than two shelf takedowns that are Underwritten Offerings in any 12-month period, (iii) the Holders may not require the Company to effect more than three shelf takedowns (other than shelf takedowns that are Underwritten Offerings) in any 12-month period and (iv) the Holders may not require the Company to effect more than five shelf takedowns that are Underwritten Offerings.

Shelf Takedown. After If at any time when the Lockup Date Company has an effective Shelf Registration Statement with respect to a Holder’s Registrable Securities, the Company receives a request from a Holder (a “Shelf Takedown Request”) that the Company effect a public offering, including an underwritten public offering conducted as a bought deal or block sale to a financial institution (a “Underwritten Shelf Takedown”), of all or a portion of such Holder’s Registrable Securities that may be registered under such Shelf Registration Statement, then the Company shall (i) within five (5) days after the date such request is given (or such shorter period as may be reasonably requested in connection with an earlier date agreed underwritten block trade) for any Underwritten Shelf Takedown, give a notice (“Shelf Takedown Notice”) to all Holders with Registrable Securities covered by the Company in writing)applicable Registration Statement other than the Initiating Holders, or to all other Holders other than the Initiating Holders if any Holder of Registrable Securities included on a such Shelf Registration delivers a written Statement is undesignated; and (ii) as soon as practicable amend or supplement the Shelf Registration Statement as necessary for such purpose, as specified by notice given by each such Holder to the Company specifying within three (3) days of the kind and number of date (or such Registrable Securities such Holder wishes to sell or distribute (the “Takedown Notice”), the Company shall take all actions reasonably requested by such Holder, including amending or supplementing such Shelf Registration, shorter period as may be necessary to enable such Registrable Securities to be sold or distributed reasonably requested in accordance connection with the intended method of distribution set forth in the Takedown Notice, including an Underwritten Offering, as expeditiously as practicable; provided, however, that (iunderwritten block trade) the Holders may not require the Company to effect a shelf takedown that Shelf Takedown Notice is an Underwritten Offering unless the Registrable Securities to be registered exceed 20% of the total Registrable Securities as of the date of this Agreement, (ii) the Holders may not require the Company to effect more than two shelf takedowns that are Underwritten Offerings in any 12-month period, (iii) the Holders may not require the Company to effect more than three shelf takedowns (other than shelf takedowns that are Underwritten Offerings) in any 12-month period and (iv) the Holders may not require the Company to effect more than five shelf takedowns that are Underwritten Offeringsgiven.

Shelf Takedown. After Following the Lockup Date occurrence of an Event of Default (or an earlier date agreed by as defined in the Company in writingCredit Agreement), if at any Holder of Registrable Securities included time following the date on a which the Shelf Registration delivers Statement becomes effective, at the request of a written notice to Selling Holder, the Company specifying Partnership shall facilitate in the kind and number of such Registrable Securities such Holder wishes to sell or distribute manner described in this Agreement a “takedown” sale from the Shelf registration Statement (the a “Takedown NoticeShelf Takedown”), the Company shall take all actions reasonably including, if requested by such Holder, including amending or supplementing such Shelf Registration, as may be necessary pursuant to enable such Registrable Securities to be sold or distributed in accordance with the intended method of distribution set forth in the Takedown Notice, including an Underwritten Offering, and the Partnership shall, at the request of such Selling Holder, enter into an underwriting agreement in customary form with the Managing Underwriter(s), which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.7, and shall take all such other reasonable actions as expeditiously as practicable; providedare requested by the Managing Underwriter(s) in order to expedite or facilitate the Shelf Takedown, however, that (i) including the participation by Partnership management in roadshows related to such Shelf Takedown if requested in writing by Holders may not require the Company to effect of a shelf takedown that is an Underwritten Offering unless majority of the Registrable Securities to be registered exceed 20included in such Shelf Takedown. There shall be no limit on the number of Shelf Takedowns requested by the Holders hereunder. In no event shall the Partnership be required to do more than four Underwritten Offerings hereunder; provided, however that in the event that the Managing Underwritter(s) of such offering, in their good faith opinion, advise the Partnership and the Holders who have made a request to include Registrable Securities in such offering, that the inclusion of all or some of such Registrable Securities would adversely and materially affect the success of the offering, and less than 80% of the total Registrable Securities as sought to be included in such offering by the Holders are included in such consummated offering, then such offering shall not count for purposes of the date limitation on the number of this Agreement, (ii) the Holders may not require the Company to effect more than two shelf takedowns that are Underwritten Offerings in any 12-month period, (iii) the Holders may not require the Company to effect more than three shelf takedowns (other than shelf takedowns that are Underwritten Offerings) in any 12-month period and (iv) the Holders may not require the Company to effect more than five shelf takedowns that are Underwritten Offerings.

Shelf Takedown. After the Lockup Date (or an earlier date agreed by At any time the Company in writing), if any Holder of Registrable Securities included on a has an effective Shelf Registration delivers Statement with respect to a written Holder’s Registrable Securities, by notice to the Company specifying the kind and number intended method or methods of such disposition thereof, any Holder with Registrable Securities such Holder wishes covered by the applicable Shelf Registration Statement (or to sell or distribute (the “Takedown Notice”), the Company shall take all actions reasonably requested by such Holder, including amending or supplementing any Holders if such Shelf Registration, as Registration Statement is undesignated) may be necessary make a written request (a “Shelf Takedown Request”) to enable such Registrable Securities to be sold or distributed in accordance with the intended method of distribution set forth in the Takedown Notice, including an Underwritten Offering, as expeditiously as practicable; provided, however, that (i) the Holders may not require the Company to effect a public offering, including an underwritten shelf takedown, of all or a portion of such Holder’s Registrable Securities that have been Registered under such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement as necessary for such purpose. Upon receipt of such a request, the Company shall (i) promptly (but in no event more than three (3) business days thereafter) give written notice of the proposed shelf takedown that to all other Holders with Registrable Securities covered by the applicable Shelf Registration Statement (or to all other Holders if such Shelf Registration Statement is an Underwritten Offering unless undesignated) and (ii) as soon as practicable, use its reasonable best efforts to cause the Registrable Securities specified in the request, together with any Registrable Securities of any Holder who requests in writing to join such Registration within fifteen (15) days (or such shorter period as may be reasonably requested in connection with an underwritten “block trade”) after the Company’s delivery of written notice, to be registered exceed 20% of the total Registrable Securities as of the date of this Agreement, (ii) the Holders may not require the Company to effect more than two shelf takedowns that are Underwritten Offerings Registered and qualified for sale and distribution in any 12-month period, (iii) the Holders may not require the Company to effect more than three shelf takedowns (other than shelf takedowns that are Underwritten Offerings) in any 12-month period and (iv) the Holders may not require the Company to effect more than five shelf takedowns that are Underwritten Offeringssuch jurisdiction.

Shelf Takedown. After (a) Subject to any applicable restrictions on transfer in this Agreement or otherwise, at any time during the Lockup Date Shelf Period (or an earlier date agreed by the Company in writingsubject to any Suspension Period), if any Holder of Registrable Securities included on a Shelf Registration delivers a written by notice to the Company specifying the kind and number intended method or methods of such disposition thereof, any Preferred Investor or Preferred Investors holding Registrable Securities that, in the aggregate, have market value in excess of $200 million (each such Holder wishes to sell or distribute (the Preferred Investor, a “Takedown NoticeRequesting Investor”), the Company shall take all actions reasonably requested by such Holder, including amending or supplementing such ) may make a written request (a “Shelf Registration, as may be necessary Takedown Request”) to enable such Registrable Securities to be sold or distributed in accordance with the intended method of distribution set forth in the Takedown Notice, including an Underwritten Offering, as expeditiously as practicable; provided, however, that (i) the Holders may not require the Company to effect a shelf takedown that is Public Offering, including an Underwritten Offering unless Shelf Takedown, of all or a portion of such holder’s Registrable Securities that may be registered under such Shelf Registration Statement, which request shall state the number of the Registrable Securities to be registered exceed 20% of included in such Public Offering, and as soon as reasonably practicable, the total Registrable Securities as of Company shall, subject to the date other applicable provisions of this Agreement, (ii) amend or supplement the Holders may not require Shelf Registration Statement as necessary for such purpose; provided that the Company shall not be obligated to effect more than two shelf takedowns that are Underwritten Offerings in any 12-month period, (iii) the Holders may not require the Company to effect more than three shelf takedowns (other than shelf takedowns that are Underwritten Offerings) in one Shelf Takedown Request during any 12-month period or more than two Shelf Takedown Requests during the Shelf Period, and (iv) the Holders may not require the Company shall not be obligated to effect more 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) thereof, is less than five shelf takedowns that are Underwritten Offerings$200 million.

Shelf Takedown. After the Lockup Date (or an earlier date agreed by the Company in writing), if any Holder of Registrable Securities included on a Shelf Registration delivers a written notice to the Company specifying the kind and number of such Registrable Securities such Holder wishes to sell or distribute (the “Takedown Notice”), the Company shall take all actions reasonably requested by such Holder, including amending or supplementing such Shelf Registration, as may be necessary to enable such Registrable Securities to be sold or distributed in accordance with the intended method of distribution set forth in the Takedown Notice, including an Underwritten Offering, as expeditiously as practicable; provided, however, that (i) the Holders a Holder may not require the Company to effect a shelf takedown that is an Underwritten Offering unless the Registrable Securities to be registered exceed 20% of the total Registrable Securities as of the date of this Agreement, (ii) the Holders a Holder may not require the Company to effect more than two shelf takedowns that are Underwritten Offerings in any 12-month period, (iii) the Holders a Holder may not require the Company to effect more than three two shelf takedowns (other than shelf takedowns that are Underwritten Offerings) in any 12-month period and (iv) the Holders a Holder may not require the Company to effect more than five four shelf takedowns that are Underwritten Offerings.