Common use of Shelf Takedown Clause in Contracts

Shelf Takedown. (a) At any time during which the Company has an effective Shelf Registration Statement with respect to Registrable Securities held by a Sponsor Investor or Management Investor, by notice to the Company specifying the intended method or methods of disposition thereof, such Sponsor Investor or the CEO, on behalf of such Management Investor, may make a written request (a “Shelf Takedown Request”) to the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of such Holder’s Registrable Securities that are covered by such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose; provided that any Underwritten Shelf Takedown Request shall be required to be in respect of at least $50 million in anticipated net proceeds in the aggregate (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering a written notice pursuant to Section 3.2.5(b)), unless a lesser amount is then held by the Holders requesting to participate in such offering, in which case such request may only be made in respect of all Registrable Securities held by such Holders.

Shelf Takedown. (a) At any time during which the Company has an effective Shelf Registration Statement with respect to Registrable Securities held by a Sponsor Investor or Management the TPG Investor, by notice to the Company specifying the intended method or methods of disposition thereof, such Sponsor the TPG Investor or the CEO, on behalf of such Management Investor, may make a written request (a “Shelf Takedown Request”) to the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of such Holderthe TPG Investor’s Registrable Securities that are covered by such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose; provided that any Shelf Takedown Request to effect an Underwritten Shelf Takedown Request shall be required to be in respect of at least $50 100 million in anticipated net proceeds in the aggregate (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering a written notice pursuant to Section 3.2.5(b)), unless a lesser amount is then held by the Holders requesting to participate in such offering, in which case such request may only be made in respect of all Registrable Securities held by such Holders.

Shelf Takedown. (a) At any time during which the Company has an effective Shelf Registration Statement with respect to Registrable Securities held by a Sponsor the Intel Investor, the TPG Investor or Management the TB Investor, by notice to the Company specifying the intended method or methods of disposition thereof, such Sponsor Investor or the CEO, on behalf of such Management Investor, Holder may make a written request (a “Shelf Takedown Request”) to the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of such Holder’s Registrable Securities that are covered by such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose; provided that any Underwritten Shelf Takedown Request shall be required to be in respect of at least $50 100 million in anticipated net proceeds in the aggregate (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering a written notice pursuant to Section 3.2.5(b)), unless a lesser amount is then held by the Holders requesting to participate in such offering, in which case such request may only be made in respect of all Registrable Securities held by such Holders.

Shelf Takedown. (a) At any time during which the Company has an effective Shelf Registration Statement with respect to Registrable Securities held by any of the Principal Stockholders or is a Sponsor Investor or Management InvestorWKSI, by notice to the Company specifying the intended method or methods of disposition thereof, such Sponsor Investor or the CEO, on behalf of such Management Investor, Holder may make a written request (a “Shelf Takedown Request”) to the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of such Holder’s Registrable Securities that are covered by such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose; provided provided, that any Underwritten Shelf Takedown Request shall be required to be in respect of at least $50 million in anticipated net proceeds in the aggregate (including after giving effect to net proceeds expected to be received by any Holder that participates in such offering after delivering delivery of a written notice pursuant to provided for in Section 3.2.5(b)), unless a lesser amount is then held by the Holders requesting to participate in such offeringinitiating Holder, in which case case, such request may only be made only in respect of all Registrable Securities held by such HoldersHolder.