Underwritten Shelf Takedown Request and any Underwritten Offering conducted pursuant thereto, an “Underwritten Shelf Takedown”), and the Company shall promptly, but in no event later than the Business Day following the receipt of such Underwritten Shelf Takedown Request, give written notice (which notice may be given by email to the email address for each other Holder on file with the Company from time to time) of such Underwritten Shelf Takedown Request (such notice, an “Underwritten Shelf Takedown Notice”) to the other Holders and such Underwritten Shelf Takedown Notice shall offer the other Holders the opportunity to register as part of such Underwritten Shelf Takedown such number of Registrable Securities as each such other Holder may request in writing (which request may be made by email to the Company). Subject to Section 3(e)(ii) and Section 3(e)(iii), the Company and the Participating Shareholder(s) making the Underwritten Shelf Takedown Request shall cause the underwriter(s) to include as part of the Underwritten Shelf Takedown all Registrable Securities that are requested to be included therein by any of the other Holders within twenty-four (24) hours after the receipt by such other Holders of any such notice, all to the extent necessary to permit the disposition of the Registrable Securities to be so sold; provided, that all such other Holders requesting to participate in the Underwritten Shelf Takedown must sell their Registrable Securities to the underwriters selected on the same terms and conditions as apply to the Participating Shareholder(s) requesting the Underwritten Shelf Takedown; provided, further, that, if at any time after making an Underwritten Shelf Takedown Request and prior to the launch of the Underwritten Shelf Takedown, the Participating Shareholder(s) requesting the Underwritten Shelf Takedown shall determine for any reason not to proceed with or to delay such Underwritten Shelf Takedown, the Participating Shareholder(s) shall give written notice to the Company of such determination and the Company shall give written notice of the same to each other Holder and, thereupon, (A) in the case of a determination not to proceed, the Company and such Participating Shareholder(s) shall be relieved of their respective obligations to cause the underwriter(s) to include any Registrable Securities of the other Holders as part of such Underwritten Shelf Takedown (but the Company shall not be relieved from its obligation to pay the Registration Expenses in connection therewit...

Underwritten Shelf Takedown Request means a Shelf Takedown Request with respect to an Underwritten Shelf Takedown.

Related to Underwritten Shelf Takedown Request

Underwritten Shelf Takedown shall have the meaning given in subsection 2.3.3.
Shelf Takedown Request shall have the meaning set forth in Section 3.2.5(a).
Underwritten Shelf Take-Down Notice has the meaning set forth in Section 2.02(e).
Underwritten Shelf Take-Down has the meaning set forth in Section 2.4(b).
Underwritten Takedown means an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration Statement, as amended or supplemented.
Shelf Takedown Notice shall have the meaning given in subsection 2.1.3.
Takedown Requesting Holder shall have the meaning given in subsection 2.3.3.
Marketed Underwritten Shelf Take-Down has the meaning set forth in Section 2.02(e).
Underwritten Offering Notice has the meaning set forth in Section 2(b).
Shelf Takedown means an Underwritten Shelf Takedown or any proposed transfer or sale using a Registration Statement, including a Piggyback Registration.
Demand Registration Request shall have the meaning set forth in Section 3.1.1(a).
Underwritten Demand shall have the meaning given in subsection 2.1.3 of this Agreement.
Shelf Underwritten Offering shall have the meaning given in subsection 2.1.3.
Pending Underwritten Offering means, with respect to any Holder forfeiting its rights pursuant to this Section 4.5(l), any underwritten offering of Registrable Securities in which such Holder has advised the Company of its intent to register its Registrable Securities either pursuant to Section 4.5(a)(ii) or 4.5(a)(iv) prior to the date of such Holder’s forfeiture.
Underwritten Registration or Underwritten Offering A registration in which securities of the Company are sold to an underwriter for reoffering to the public.
Shelf Offering Notice has the meaning set forth in Section 2(d)(ii).
Underwritten Offering means a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.
Piggyback Registration shall have the meaning given in subsection 2.2.1.
Underwritten Public Offering means an underwritten Public Offering, including any bought deal or block sale to a financial institution conducted as an underwritten Public Offering.
Marketed Underwritten Offering means any Underwritten Offering (including a Marketed Underwritten Shelf Take-Down, but, for the avoidance of doubt, not including any Shelf Take-Down that is not a Marketed Underwritten Shelf Take-Down) that involves a customary “road show” (including an “electronic road show”) or other substantial marketing effort by the Company and the underwriters over a period of at least 48 hours.
Piggyback Request has the meaning set forth in Section 2(b).
Shelf Offering has the meaning set forth in Section 1(d)(i).
Piggy-Back Registration is defined in Section 2.2.1.
Registration Request has the meaning set forth in Section 2.01(a).
Piggyback Registration Statement has the meaning set forth in Section 3(a).
Demand Registration shall have the meaning given in subsection 2.1.1.

Underwritten Shelf Takedown Request definition

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