Common use of Demand Registrations Clause in Contracts

Demand Registrations. If requested by the underwriters for any Underwritten Public Offering, pursuant to a Registration or sale under Section 3.1 or Section 3.2, the Company shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in substance and form to each of the Company, the Holders 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. The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the Company in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof, and such Holders shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under the terms of such underwriting arrangements. Any such Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other representations to be made by the Holder as are generally prevailing in agreements of that type, and the aggregate amount of the liability of such Holder under such agreement shall not exceed such Holder’s proceeds from the sale of its Registrable Securities in the offering, net of underwriting discounts and commissions but before expenses.

Demand Registrations. If requested In connection with any Demand Registration by the underwriters for any Underwritten Public Offering, holders of Registrable Securities pursuant to a Registration or sale under Section 3.1 or Section 3.25.1(a), the Company shall select the investment banker(s) and manager(s) that will administer the offering (the "Underwriters") which such Underwriter shall be a first or second tier underwriter and shall be subject to the approval by the holders of a majority of the Registrable Securities to be included in such Demand Registration (after consultation with each holder of Registrable Securities) which shall not be unreasonably withheld. The Company will enter into an underwriting agreement with such underwritersUnderwriters for such offering, such agreement to be reasonably satisfactory in substance and form to each the holders of a majority of the CompanyRegistrable Securities to be included in such Demand Registration, the Holders and the underwriters, Underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that such type, including, without limitation, indemnities to the effect and to the extent provided in Section 5.6. The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the Company Investor Counsel may, at its option, participate in the negotiation of the underwriting agreement. The holders of such Registrable Securities shall be a party to such underwriting agreement and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Underwriters shall give consideration also be made to and for the benefit of the holders of such Registrable Securities and that any or all of the conditions precedent to the reasonable suggestions obligations of such Underwriters under such underwriting agreement be conditions precedent to the obligations of the Company regarding the form thereof, and such Holders shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under the terms holders of such underwriting arrangementsRegistrable Securities. Any holder of such Holder Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters Underwriters other than representations, warranties or agreements regarding such Holderholder, such Holder’s title to the holder's Registrable Securities, Securities and such Holder’s holder's intended method of distribution and any other representations to be made representation required by the Holder as are generally prevailing in agreements of that type, and the aggregate amount of the liability of such Holder under such agreement shall not exceed such Holder’s proceeds from the sale of its Registrable Securities in the offering, net of underwriting discounts and commissions but before expensesLaw.

Demand Registrations. If requested by the underwriters for any Underwritten Public Offering, Offering requested by Holders of Registrable Securities pursuant to a Demand Registration or sale under Section 3.1 or Section 3.25.1, the Company shall enter into an underwriting agreement with such underwritersunderwriters for such offering, such agreement to be in substance, form and otherwise reasonably satisfactory in substance and form to each the Holders of a majority of the Company, the Holders and the underwritersRegistrable Securities to be included in such underwriting, 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 5.6. The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the Company in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof, and . Such Holders of Registrable Securities to be distributed by such Holders underwriters shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under the terms of be parties to such underwriting arrangements. Any agreement, which underwriting agreement shall (i) contain such Holder shall not be required to make any representations or and warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other representations to be made by the Holder as are generally prevailing in agreements of that typeby, and the aggregate amount other agreements on the part of, the Company to and for the benefit of such Holders of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the liability conditions precedent to the obligations of such Holder underwriters under such underwriting agreement also shall not exceed be conditions precedent to the obligations of such Holder’s proceeds from the sale Holders of its Registrable Securities in the offering, net of underwriting discounts and commissions but before expensesSecurities.

Demand Registrations. If requested by the underwriters for any Underwritten Public Offering, Offering requested by Holders of Registrable Securities pursuant to a Registration or sale under Section 3.1 or Section 3.22.1, the Company shall enter into an underwriting agreement with such underwritersunderwriters for such offering, such agreement to be reasonably satisfactory in substance and form to each of the Company, the Holders Investor Shareholder(s) requesting such Demand Registration or Underwritten Shelf Takedown 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 Article VI. The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the Company in the negotiation of the such underwriting agreement. Such Holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement, which underwriting agreement shall (a) contain such representations and shall give consideration to the reasonable suggestions warranties by such Holders of the Company regarding the form thereof, Registrable Securities and such Holders shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under the terms of such underwriting arrangements. Any such Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other representations to be made by the Holder as are generally prevailing in agreements of that type, including indemnities, and the aggregate amount of the liability of such any Holder under such agreement shall not exceed such Holder’s net proceeds from such Underwritten Offering, and (b) provide that any or all of the sale conditions precedent to the obligations of its such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Holders of Registrable Securities in the offering, net of underwriting discounts and commissions but before expensesSecurities.

Demand Registrations. If requested by the underwriters for any Underwritten Public Offering, Offering requested by any Participating Holder pursuant to a Registration or sale under Section 3.1 or Section 3.22.01, the Company shall enter into an underwriting agreement with such underwritersunderwriters for such offering, such agreement to be reasonably satisfactory in substance and form to each of the Company, the Holders 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 customary indemnities. The Holders of the Registrable Securities proposed to be distributed by such underwriters Each Participating Holder shall cooperate reasonably with the Company in the negotiation of the such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof, and such Holders shall complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under the terms of such underwriting arrangements. Any such Participating Holder shall not be required to make any representations or warranties to or to, and other agreements with with, the Company or and the underwriters other than in connection with such underwriting agreement as are customarily made by selling stockholders in secondary underwritten public offerings, including 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 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 the such Participating Holder as are generally prevailing in agreements of that typeunder applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder under in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds from the sale of its Registrable Securities in the offering, net of after underwriting commissions and discounts and commissions (but before expensesany taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Demand Registrations. If requested by the underwriters for any Underwritten Public Offering, Offering requested by Holders of Registrable Securities pursuant to a Demand Registration or sale under Section 3.1 5.1 or Section 3.25.2, the Company shall enter into an underwriting agreement with such underwritersunderwriters for such offering, such agreement to be reasonably satisfactory in substance and form to each the Holders of a majority of the Company, the Holders and the underwritersRegistrable Securities to be included in such underwriting, 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 5.3. The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the Company in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. Such Holders of Registrable Securities to be distributed by such underwriters 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 Holders shall complete of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and execute (ii) provide that any or all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under conditions precedent to the terms obligations of such underwriters under such underwriting arrangementsagreement also shall be conditions precedent to the obligations of such Holders of Registrable Securities. Any such Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities, such Holder’s intended method of distribution and any other representations required to be made by the Holder as are generally prevailing in agreements of that typeunder applicable law, and the aggregate amount of the liability of such Holder under such agreement shall not exceed such Holder’s net proceeds from the sale of its Registrable Securities in the offering, net of underwriting discounts and commissions but before expensessuch Underwritten Offering.

Demand Registrations. If requested by the underwriters for any Underwritten Public Offering, underwritten offering by a Demanding Shareholder pursuant to a Registration or sale requested under Section 3.1 or Section 3.22.1, the Company shall will enter into an underwriting agreement with such underwritersunderwriters for such offering, such agreement to be in the form reasonably satisfactory in substance and form to each of required by the Company, the Holders underwriters and the underwriters, Demanding Shareholder and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including without limitation indemnities to the effect and to the extent provided in Section 2.8 hereof. The Holders of the Registrable Securities proposed to be distributed by such underwriters shall Demanding Shareholder will cooperate with the Company in the negotiation of the underwriting agreement and shall will give consideration to the reasonable suggestions suggestion of the Company regarding the form thereof. The Participating Shareholders shall be parties to 15 16 such underwriting agreement and may, at their option, require that any or all of the representations and warranties by, and such Holders shall complete the other agreements on the part of, the Company to and execute all questionnaires, powers of attorney and other documents reasonably requested by for the underwriters and required under the terms benefit of such underwriters shall also be made to and for the benefit of the Participating Shareholders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting arrangementsagreement be conditions precedent to the obligations of the Participating Shareholders. Any such Holder No Participating Shareholder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding relating to such HolderParticipating Shareholder, information provided by such Holder’s title to the Shareholder, its Registrable Securities, such Holder’s Securities and its intended method of distribution and any other representations to be made by the Holder as are generally prevailing in agreements of that type, and the aggregate amount of the liability of such Holder under such agreement shall not exceed such Holder’s proceeds from the sale of its Registrable Securities in the offering, net of underwriting discounts and commissions but before expensesdistribution.