Common use of Demand Underwritten Offerings Clause in Contracts

Demand Underwritten Offerings. In any underwritten offering pursuant to a registration requested under Section 4.1, the Company will use its best efforts to enter into an underwriting agreement for such offering with the underwriters selected by the Requesting Stockholder, such agreement and underwriters to be reasonably satisfactory in form and substance to the Company, the Requesting Stockholder 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 Selling Stockholders who hold shares of Common Stock to be distributed by such underwriters 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 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 Company may require that any or all of the representations and warranties by, and the other agreements on the part of the Selling Stockholders to and for the benefit of such underwriters shall also be made to and for the benefit of the Company with due regard to the amount of Securities being sold by such Selling Stockholder and the nature of such representations, warranties and agreements and the underwriting.

Demand Underwritten Offerings. In If requested by the underwriters for any underwritten offering offerings of Registrable Securities pursuant to a registration requested under Section 4.1Demand Registration, the Company will use its best efforts to enter into an underwriting agreement with such underwriters for such offering with the underwriters selected by the Requesting Stockholderoffering, such agreement and underwriters to be reasonably satisfactory in substance and form and substance to the Company, the Requesting Stockholder Series 2 Holders requesting such Demand Registration and the underwriters underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing included in agreements of that this type, including, without limitation, indemnities customarily included in such agreements. The Selling Stockholders who hold shares holders of Common Stock Registrable Securities to be distributed by such underwriters shall 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 them 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 their obligationsthe obligations of such holders of Registrable Securities. The Company may require that shall cooperate with any such holder of Registrable Securities in order to limit any representations or all of warranties to, or agreements with, the representations and warranties by, and Company or the other agreements on the part of the Selling Stockholders underwriters to and for the benefit of such underwriters shall also be made to and for the benefit of the Company with due regard to the amount of Securities being sold by such Selling Stockholder and the nature of such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and agreements such holder's intended method of distribution and the underwritingany other representation required by law.

Demand Underwritten Offerings. In If requested by the underwriters for any underwritten offering offerings of Registrable Securities pursuant to a registration requested under Section 4.1Demand Registration, the Company will use its best efforts to enter into an underwriting agreement with such underwriters for such offering with the underwriters selected by the Requesting Stockholderoffering, such agreement and underwriters to be reasonably satisfactory in substance and form and substance to the Company, the Requesting Stockholder Series 1 Holders requesting such Demand Registration and the underwriters underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing included in agreements of that this type, including, without limitation, indemnities customarily included in such agreements. The Selling Stockholders who hold shares holders of Common Stock Registrable Securities to be distributed by such underwriters shall 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 them 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 their obligationsthe obligations of such holders of Registrable Securities. The Company may require that shall cooperate with any such holder of Registrable Securities in order to limit any representations or all of warranties to, or agreements with, the representations and warranties by, and Company or the other agreements on the part of the Selling Stockholders underwriters to and for the benefit of such underwriters shall also be made to and for the benefit of the Company with due regard to the amount of Securities being sold by such Selling Stockholder and the nature of such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and agreements such holder's intended method of distribution and the underwritingany other representation required by law.

Demand Underwritten Offerings. In any underwritten offering pursuant to a registration requested under Section 4.12, the Company will use its best efforts to enter into an underwriting agreement for such offering with the underwriters selected by the Requesting StockholderFTDI, such agreement and underwriters to be reasonably satisfactory in form and substance to the Company, the Requesting Stockholder FTDI 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 Selling Stockholders who hold shares of Common Stock to be distributed by such underwriters FTDI shall 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 them FTDI and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to their FTDI's obligations. The Company may may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of the Selling Stockholders FTDI to and for the benefit of such underwriters shall also be made to and for the benefit of the Company with due regard to the amount of Securities Registrable Shares being sold by such Selling Stockholder FTDI and the nature of such representations, warranties and agreements and the underwriting.

Demand Underwritten Offerings. In any underwritten offering pursuant to a registration requested under Section 4.1, the Company will use its best efforts to enter into an underwriting agreement for such offering with the underwriters selected by the Requesting Common Stockholder, such agreement and underwriters to be reasonably satisfactory in form and substance to the Company, the Requesting Common Stockholder 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 Selling Stockholders who hold shares of Common Stock to be distributed by such underwriters 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 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 Company may may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of of, the Selling Stockholders to and for the benefit of such underwriters shall also be made to and for the benefit of the Company with due regard to the amount of Securities being sold by such Selling Stockholder and the nature of such representations, warranties and agreements and the underwriting.

Demand Underwritten Offerings. In any underwritten offering ----------------------------- pursuant to a registration requested under Section 4.1, the Company will use its best efforts to enter into an underwriting agreement for such offering with the underwriters selected by the Requesting Stockholder, such agreement and underwriters to be reasonably satisfactory in form and substance to the Company, the Requesting Stockholder 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 Selling Stockholders who hold shares of Common Stock Securities to be distributed by such underwriters 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 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 Company may may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of the Selling Stockholders to and for the benefit of such underwriters shall also be made to and for the benefit of the Company with due regard to the amount of Securities being sold by such Selling Stockholder and the nature of such representations, warranties and agreements and the underwriting.

Demand Underwritten Offerings. In any underwritten offering Demand Registration ----------------------------- pursuant to a registration requested under Section 4.13, the Company will shall use its best efforts to enter into an underwriting agreement for such offering with the underwriters selected by the Requesting StockholderDemand Stockholder (which underwriters shall be investment banking firms of national reputation), such underwriters to be reasonably satisfactory to the Company and such agreement and underwriters to be reasonably satisfactory in form and substance to the Company, the Requesting Demand Stockholder and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing customary in agreements of that typeunderwriting agreements. The Selling Registering Stockholders who hold shares of Common Stock Registrable Securities to be distributed by such underwriters 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 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 Company may may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of of, the Selling Registering Stockholders to and for the benefit of such underwriters shall also be made to and for the benefit of the Company with due regard to the amount of Registrable Securities being sold by such Selling Registering Stockholder and the nature of such representations, warranties and agreements and the underwriting.

Demand Underwritten Offerings. In If requested by the underwriters for any underwritten offering offerings of Registrable Securities pursuant to a registration requested under Section 4.1Demand Registration, the Company will use its best efforts to enter into an underwriting agreement with such underwriters for such offering with the underwriters selected by the Requesting Stockholderoffering, such agreement and underwriters to be reasonably satisfactory in substance and form and substance to the Company, the Requesting Stockholder selling Stockholders, and the underwriters underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing included in agreements of that this type, including, without limitation, indemnities customarily included in such agreements. The Selling selling Stockholders who hold shares of Common Stock to may be distributed by such underwriters shall be parties 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 also be made to and for the benefit of them the selling Stockholders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to their obligationsthe obligations of the selling Stockholders. The Company may require that shall cooperate with the selling Stockholders in order to limit, to the extent within the Company's control, any representations or all of warranties to, or agreements with, the representations and warranties by, and Company or the other agreements on the part of the Selling Stockholders underwriters to and for the benefit of such underwriters shall also be made by the selling Stockholders only to and for the benefit of the Company with due regard to the amount of Securities being sold by such Selling Stockholder and the nature of such those representations, warranties and or agreements regarding the selling Stockholders, the Registrable Securities and the underwritingselling Stockholders' intended method of distribution and any other representation required by law.

Demand Underwritten Offerings. In If requested by the sole or lead managing Underwriter for any underwritten offering Underwritten Offering effected pursuant to a registration requested under Section 4.1Demand Registration, the Company will use its best efforts to shall enter into an a customary underwriting agreement with the Underwriters for such offering with the underwriters selected by the Requesting Stockholderoffering, such agreement and underwriters to be reasonably satisfactory in substance and form and substance to the Company, the Requesting Stockholder and the underwriters each Holder participating in such offering 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, indemnification and contribution to the effect and to the extent provided in Section 5. (Page of ) 13 (b) Holders to be Parties to Underwriting Agreement. The Selling Stockholders who hold shares Holders of Common Stock such Registrable Securities to be distributed by such underwriters Underwriters in an Underwritten Offering contemplated by Section 2 shall be parties to such the underwriting agreement between the Company and such Underwriters and may, at their such Holders' 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 Underwriters shall also be made to and for the benefit of them such Holders and that any or all of the conditions precedent to the obligations of such underwriters Underwriters under such underwriting agreement be conditions precedent to their obligations. The Company may require that any or all of the representations and warranties by, and the other agreements on the part of the Selling Stockholders to and for the benefit obligations of such underwriters shall also be made to and for the benefit of Holders; provided, however, that the Company shall not be required to make any representations or warranties with due regard respect to written information specifically provided by a selling Holder for inclusion in the amount of Securities being sold by such Selling Stockholder and the nature of such representations, warranties and agreements and the underwritingRegistration Statement.