Common use of Demand Underwritten Offerings Clause in Contracts

Demand Underwritten Offerings. If requested by the underwriters for any underwritten offerings of Registrable Securities pursuant to a Demand Registration, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be satisfactory in substance and form to the Requesting Investor requesting such Demand Registration and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally included in agreements of this type, including without limitation indemnities customarily included in such agreements. The holders of the Registrable Securities will cooperate in good faith with the Company in the negotiation of the underwriting agreement. The holders of Registrable Securities to be distributed by such underwriters may be parties 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 also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by applicable law.

Demand Underwritten Offerings. If requested by the underwriters for any underwritten offerings of Registrable Securities pursuant to a Demand Registration, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Requesting Investor requesting such Demand Registration Company, the Xxxxxxx Holders and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally included in agreements of this type, including including, without limitation limitation, indemnities customarily included in such agreements. The holders of the Registrable Securities will cooperate in good faith with the Company in the negotiation of the underwriting agreement. The holders of Registrable Securities to be distributed by such underwriters may be parties 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 also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit limit, to the extent within the Company's control, any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by applicable law.

Demand Underwritten Offerings. If requested by the underwriters for any underwritten offerings of Registrable Securities pursuant to a Demand Registration, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be satisfactory in substance and form to the Requesting Investor requesting such Demand Registration a majority (by number of shares) of holders of Registrable Securities on a Diluted Basis being offered and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally included in agreements of this type, including including, without limitation limitation, indemnities customarily included in such agreements. The holders of the Registrable Securities will cooperate in good faith with the Company in the negotiation of the underwriting agreement. The holders of Registrable Securities to be distributed by such underwriters may be parties to such underwriting agreement and such holders 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 also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by applicable law.

Demand Underwritten Offerings. If requested by the underwriters for any underwritten offerings offering of Registrable Securities pursuant to a Demand Registration, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be satisfactory in substance and form to the Requesting Investor Required 399 Stockholders requesting such Demand Registration (or, in the case of a Qualifying Offering requested pursuant to Section 2.1(a), the holders of a majority (by number of shares) of the Registrable Securities included in such Demand Registration) and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally included in agreements of this type, including without limitation indemnities customarily included in such agreements, and to be otherwise reasonably satisfactory in form and substance to the Company. The holders of the Registrable Securities to be distributed by such underwriters will cooperate in good faith with the Company in the negotiation of the underwriting agreement. The holders of the Registrable Securities to be distributed by such underwriters may shall be parties 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 also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and Securities, such holder's intended method of distribution and any other representation required by applicable law.

Demand Underwritten Offerings. If requested by the underwriters for any underwritten offerings of Registrable Securities pursuant to a Demand Registration, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be satisfactory in substance and form to the Requesting Investor requesting such Demand Registration a majority (by number of shares) of holders of Registrable Securities being offered and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally included in agreements of this type, including without limitation indemnities customarily included in such agreements. The holders of the Registrable Securities will cooperate in good faith with the Company in the negotiation of the underwriting agreement. The holders of Registrable Securities to be distributed by such underwriters may be parties 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 also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by applicable law.

Demand Underwritten Offerings. If requested by the underwriters for any underwritten offerings of Registrable Securities pursuant to a Demand Registration, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Requesting Investor requesting such Demand Registration Xxxxxxx Holders and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally included in agreements of this type, including including, without limitation limitation, indemnities customarily included in such agreements. The holders of the Registrable Securities will cooperate in good faith with the Company in the negotiation of the underwriting agreement. The holders of Registrable Securities to be distributed by such underwriters may be parties 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 also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by applicable law.

Demand Underwritten Offerings. If requested In any offering by the underwriters for any underwritten offerings holders of Registrable Securities pursuant to a Demand Registrationregistration requested under Section 2.01, sales shall, at the request of the Purchasers, be made through a nationally recognized investment banking firm (or syndicate managed by such a firm) selected by the holders of at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering and approved by the Company will (which approval shall not be unreasonably withheld) and the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to which shall be reasonably satisfactory in form and substance to each holder and form the underwriters and which shall contain representations, warranties and agreements (including 24 77 indemnification agreements to the Requesting Investor requesting such Demand Registration and the underwriters, effect and to contain such representations and warranties by the Company and such other terms extent provided in Section 2.07(a)) as are generally included in agreements of this type, including without limitation indemnities customarily included by an issuer in such agreements. The holders of the Registrable Securities will cooperate in good faith underwriting agreements with the Company in the negotiation of the underwriting agreementrespect to primary distributions. The holders of Registrable Securities to be distributed by such underwriters may shall be parties 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 also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's holder3s Registrable Securities and such holder's intended method of distribution and any other representation required by applicable law.

Demand Underwritten Offerings. If requested by the underwriters for In any underwritten offerings of Registrable Securities offering pursuant ----------------------------- to a Demand Registrationregistration requested under Section 4.1, the Company Parent will use its best efforts to enter into an underwriting agreement with such underwriters for such offeringoffering with the underwriters selected by the Parent, such underwriter or underwriters to be nationally recognized and reasonably acceptable to the Requesting Common Stockholders and such agreement to be reasonably satisfactory in form and substance and form to the Parent, the Requesting Investor requesting such Demand Registration Common Stockholder and the underwriters, underwriters and to contain such representations and warranties by the Company Parent and such other terms as are generally included prevailing in agreements of this that type, including without limitation indemnities customarily included in such agreements. The holders Selling Stockholders who hold shares of the Registrable Securities will cooperate in good faith with the Company in the negotiation of the underwriting agreement. The holders of Registrable Securities Common Stock to be distributed by such underwriters may shall be parties 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 Parent to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities them and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to their obligations. The Parent may, at its option, require that any or all of the obligations representations and warranties by, and the other agreements on the part of, the Selling Stockholders to and for the benefit of such holders of Registrable Securities. The Company underwriters shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to also be made to and for the benefit of the Parent with due regard to the amount of securities being sold by such holder only to those Selling Stockholder and the nature of such representations, warranties or and agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by applicable lawthe underwriting.

Demand Underwritten Offerings. If requested by the underwriters for any ----------------------------- underwritten offerings of Registrable Securities pursuant to a Demand Registration, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Requesting Investor requesting such Demand Registration Xxxxxxx Holders and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally included in agreements of this type, including including, without limitation limitation, indemnities customarily included in such agreements. The holders of the Registrable Securities will cooperate in good faith with the Company in the negotiation of the underwriting agreement. The holders of Registrable Securities to be distributed by such underwriters may be parties 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 also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by applicable law.

Demand Underwritten Offerings. If requested In any offering by the underwriters for any underwritten offerings holders of Registrable Securities pursuant to a Demand Registrationregistration requested under Section 2.01, sales shall, at the request of the Purchasers, be made through a nationally recognized investment banking firm (or syndicate managed by such a firm) selected by the holders of at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering and approved by the Company will (which approval shall not be unreasonably withheld) and the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to which shall be reasonably satisfactory in form and substance to each holder and form the underwriters and which shall contain representations, warranties and agreements (including indemnification agreements to the Requesting Investor requesting such Demand Registration and the underwriters, effect and to contain such representations and warranties by the Company and such other terms extent provided in Section 2.07(a)) as are generally included in agreements of this type, including without limitation indemnities customarily included by an issuer in such agreements. The holders of the Registrable Securities will cooperate in good faith underwriting agreements with the Company in the negotiation of the underwriting agreementrespect to primary distributions. The holders of Registrable Securities to be distributed by such underwriters may shall be parties 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 also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's holder3s Registrable Securities and such holder's intended method of distribution and any other representation required by applicable law.

Demand Underwritten Offerings. If requested by the underwriters for any underwritten offerings offering of Registrable Securities pursuant to a Demand Registration, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be satisfactory in substance and form to the Requesting Investor Required 399 Stockholders or the Required CMP Stockholders, as the case may be, requesting such Demand Registration (or, in the case of a Qualifying Offering requested pursuant to Section 2.1(a), the holders of a majority (by number of shares) of the Registrable Securities included in such Demand Registration) and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally Registration Rights Agreement included in agreements of this type, including without limitation indemnities customarily included in such agreements, and to be otherwise reasonably satisfactory in form and substance to the Company. The holders of the Registrable Securities to be distributed by such underwriters will cooperate in good faith with the Company in the negotiation of the underwriting agreement. The holders of the Registrable Securities to be distributed by such underwriters may shall be parties 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 also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and Securities, such holder's intended method of distribution and any other representation required by applicable law.

Demand Underwritten Offerings. If requested by the underwriters for any underwritten offerings offering of Registrable Securities pursuant to a Demand Registration, the Company will enter into an underwriting agreement with such underwriters for such REGISTRATION RIGHTS AGREEMENT offering, such agreement to be satisfactory in substance and form to the Requesting Investor requesting such Demand Registration (or, in the case of a Qualifying Offering requested pursuant to Section 2.1(a), the holders of a majority (by number of shares) of the Registrable Securities included in such Demand Registration) and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally included in agreements of this type, including without limitation indemnities customarily included in such agreements, and to be otherwise reasonably satisfactory in form and substance to the Company. The holders of the Registrable Securities to be distributed by such underwriters will cooperate in good faith with the Company in the negotiation of the underwriting agreement. The holders of the Registrable Securities to be distributed by such underwriters may shall be parties 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 also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and Securities, such holder's intended method of distribution and any other representation required by applicable law.

Demand Underwritten Offerings. If requested by the underwriters for In any underwritten offerings of Registrable Securities offering pursuant to a Demand Registrationregistration requested under Section 2.1 which is to be effected as a firm commitment underwritten offering, sales shall be made through a nationally recognized investment banking firm (or syndicate managed by such a firm) selected by the holders of a majority of the Registrable Securities of the Stockholders participating in such registration and reasonably satisfactory to the Board of Directors. The Company will shall enter into an underwriting agreement with such underwriters for such offering, such agreement to which shall be reasonably satisfactory in form and substance and form to the Requesting Investor requesting such Demand Registration and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally included in agreements holders of this type, including without limitation indemnities customarily included in such agreements. The holders a majority of the Registrable Securities will cooperate held by the Stockholders participating in good faith such registration and which shall contain representations, warranties and agreements (including indemnification agreements to the effect and to the extent provided in Section 2.7) as are customarily included by an issuer in underwriting agreements with the Company in the negotiation of the underwriting agreementrespect to secondary distributions. The holders of Registrable Securities to be distributed by Stockholders participating in such underwriters may registration shall be parties 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 also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable SecuritiesStockholders. The Company Stockholders shall cooperate with any such holder of Registrable Securities in order not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderPerson, such holder's Person’s Registrable Securities and such holder's its intended method of distribution and any other representation required by applicable law.

Demand Underwritten Offerings. If requested by the underwriters for any underwritten offerings offering of Registrable Securities pursuant to a Demand Registration, the Company Corporation will enter into an underwriting agreement with such underwriters for such offering, such agreement to be satisfactory in substance and form to the Corporation, the Requesting Investor requesting such Demand Registration Holder and the underwriters, and to contain such representations and warranties by the Company Corporation and such other terms as are generally customarily included in agreements of this type, including without limitation indemnities customarily included in such agreements. The holders of the Registrable Securities Selling Holders will cooperate in good faith with the Company Corporation in the negotiation of the underwriting agreement. The holders of Registrable Securities to be distributed by such underwriters Selling Holders may be parties 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 Corporation to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities the Selling Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securitiesthe Selling Holders. The Company Corporation shall cooperate with any such holder of Registrable Securities Selling Holder in order to limit any representations or warranties to, or agreements with, with the Company Corporation or the underwriters to be made by such holder the Selling Holder only to those representations, warranties or agreements regarding such holderthe Selling Holder, such holderthe Selling Holder's Registrable Securities and such holderthe Selling Holder's intended method of distribution and any other representation required by applicable lawthe Securities Laws.

Demand Underwritten Offerings. If requested In any offering by the underwriters for any underwritten offerings holders of Registrable Securities pursuant to a Demand Registrationregistration requested under Section 2.01, sales shall, at the request of the Purchasers, be made through a nationally recognized investment banking firm (or syndicate managed by such a firm) selected by the holders of at least a majority in aggregate principal amount of the Registrable Securities to be included in such offering and approved by the Company will (which approval shall not be unreasonably withheld) and the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to which shall be reasonably satisfactory in form and substance to each holder and form the underwriters and which shall contain representations, warranties and agreements (including indemnification agreements to the Requesting Investor requesting such Demand Registration and the underwriters, effect and to contain such representations and warranties by the Company and such other terms extent provided in Section 2.07(a)) as are generally included in agreements of this type, including without limitation indemnities customarily included by an issuer in such agreements. The holders of the Registrable Securities will cooperate in good faith underwriting agreements with the Company in the negotiation of the underwriting agreementrespect to primary distributions. The holders of Registrable Securities to be distributed by such underwriters may shall be parties 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 also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's holder s Registrable Securities and such holder's intended method of distribution and any other representation required by applicable law.

Demand Underwritten Offerings. If requested by the underwriters for any underwritten offerings of Registrable Securities pursuant to a Demand Registration, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Requesting Investor requesting such Demand Registration Company, the Xxxxxxx Holders and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally included in agreements of this type, including including, without limitation limitation, indemnities customarily included in such agreements. The holders of the Registrable Securities will cooperate in good faith with the Company in the negotiation of the underwriting agreement. The holders of Registrable Securities to be distributed by such underwriters may be parties 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 also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by applicable law.

Demand Underwritten Offerings. If requested by the underwriters ----------------------------- for any underwritten offerings of Registrable Securities pursuant to a Demand Registration, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Requesting Investor requesting such Demand Registration Company, the underwriters and the underwritersSeries A-2 Holders and/or the Series B Purchasers (as the case may be), and to contain such representations and warranties by the Company and such other terms as are generally included in agreements of this type, including including, without limitation limitation, indemnities customarily included in such agreements. The holders of the Registrable Securities will cooperate in good faith with the Company in the negotiation of the underwriting agreement. The holders of Registrable Securities to be distributed by such underwriters may be parties 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 also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by applicable law.

Demand Underwritten Offerings. If requested by the underwriters ----------------------------- for any underwritten offerings of Registrable Securities pursuant to a Demand Registration, the Company will enter into an a customary underwriting agreement with such underwriters for such offering, such agreement to be satisfactory in substance and form to the Requesting Investor requesting such Demand Registration Hibernia and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally included in agreements of this type, including including, without limitation limitation, indemnities customarily included in such agreements. The holders of the Registrable Securities Hibernia will cooperate in good faith with the Company in the negotiation of the underwriting agreement. The holders of Registrable Securities to be distributed by such underwriters Hibernia may be parties a party to such underwriting agreement and may, at their its 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 also be made to and for the benefit of such holders of Registrable Securities Hibernia and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable SecuritiesHibernia. The Company shall cooperate with any such holder of Registrable Securities Hibernia in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder Hibernia only to those representations, warranties or agreements regarding such holderHibernia, such holderHibernia's Registrable Securities and such holderHibernia's intended method of distribution and any other representation required by applicable law.

Demand Underwritten Offerings. If requested by the underwriters for any underwritten offerings Underwritten Public Offering of Registrable Securities pursuant to a Demand RegistrationRequest or Shelf Takedown Request, the Company will shall enter into an underwriting agreement with such underwriters for such offering, provided that such agreement to shall (a) be satisfactory in substance and form to the Requisite Requesting Investor Shareholders requesting such Demand Registration Underwritten Public Offering and the underwriters, underwriters and to (b) contain such representations and warranties by the Company and such other terms as are generally included in agreements of this type, including without limitation indemnities customarily included in such agreements. The holders of the Registrable Securities will to be distributed by such underwriters shall cooperate in good faith with the Company in the negotiation of the underwriting agreement. The right of the holders of the Registrable Securities to participate in such registration shall be conditioned upon their becoming parties to such underwriting agreement. Such holders of Registrable Securities to be distributed by such underwriters may be parties 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 also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's ’s Registrable Securities and Securities, such holder's ’s intended method of distribution and any other representation required by applicable law.

Demand Underwritten Offerings. If requested by the underwriters for any underwritten offerings offering of Registrable Securities pursuant to a Demand Registration, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be satisfactory in substance and form to the Requesting Investor Required 399 Stockholders or the Required CMP Stockholders, as the case may be, requesting such Demand Registration (or, in the case of a Qualifying Offering requested pursuant to Section 2.1(a), the holders of a majority (by number of shares) of the Registrable Securities included in such Demand Registration) and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally included in agreements of this type, including without limitation indemnities customarily included in such agreements, and to be otherwise reasonably satisfactory in form and substance to the Company. The holders of the Registrable Securities to be distributed by such underwriters will cooperate in good faith with the Company in the negotiation of the underwriting agreement. The holders of the Registrable Securities to be distributed by such underwriters may shall be parties to such underwriting agreement and may, at their option, require that any or all of the representations and warranties by, and the other Registration Rights Agreement agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and Securities, such holder's intended method of distribution and any other representation required by applicable law.