Form S-3 Underwriting Procedures. If the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any S-3 Registration under Section 5(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as set forth below. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number of Registrable Securities of the Designated Holders requested to be included in the offering pursuant to the terms of Section 5(a) hereof, which such Registrable Securities shall be allocated pro rata among such Designated Holders participating in the offering (on an as converted basis), based on the number of Registrable Securities held by such Designated Holder, and second, any other securities of the Company requested by the Company or other stockholders to be included in such registration.
Form S-3 Underwriting Procedures. If the S-3 Initiating Holders holding a majority of the Registrable Securities held by all of the S-3 Initiating Holders so elect, the Company shall use its reasonable best efforts to cause such S-3 Registration pursuant to this Article VI to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 4.6. In connection with any S-3 Registration under Section 6.1 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as such underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holders. If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such adverse effect, first, such number of Registrable Securities of the S-3 Initiating Holders and any other Designated Holders participating in the offering pursuant to this Article VI, which Registrable Securities shall be allocated pro rata among such S-3 Initiating Holders and such other Designated Holders, based on the number of Registrable Securities requested to be included in such offering by each such S-3 Initiating Holder and Designated Holder, second, securities offered by the Company for its own account, and third, any other securities of the Company requested by holders thereof to be included in such registration, which such securities shall be allocated pro rata among such stockholders, based on the number of the Company's securities requested to be included in such offering by each such stockholder.
Form S-3 Underwriting Procedures. If a majority-in-interest, on an as-converted to Common Stock basis, of the S-3 Initiating Holders so elect, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 2.3 to be in the form of a firm commitment underwritten offering with one or more investment banking firms of national reputation to act as the managing Underwriter or Underwriters. In connection with any S-3 Registration under Section 2.3(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the managing Underwriter or Underwriters and a majority-in-interest, on an as-converted to Common Stock basis, of the S-3 Initiating Holders, and then only in such quantity as set forth below.
Form S-3 Underwriting Procedures. If the Requesting Holders of Registrable Securities to be registered pursuant to Section 3.2(a) holding a majority of all such Registrable Securities so elect, the Company shall use its reasonable best efforts to cause such S-3 Registration pursuant to this Section 3.2(b) to be in the form of a firm commitment underwritten offering and the Managing Underwriter selected for such offering shall be an investment banking firm of national reputation selected and obtained by the Company, acting through the Board of Directors. In connection with any S-3 Registration under this Section 3.2 involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Participating Holders accept the terms of the underwritten offering as agreed upon between the Company, the Managing Underwriter and the S-3 Initiating Holders.
Form S-3 Underwriting Procedures. If the S-3 Initiating Holder so elects, the Company shall use its reasonable best efforts to cause the S-3 Registration pursuant to this Article V to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be selected by the Company and shall be reasonably acceptable to the S-3 Initiating Holder (the "Approved Underwriter").
Form S-3 Underwriting Procedures. If the Company or the S-3 Initiating -------------------------------- Holders holding a majority of the Registrable Securities held by all of the S-3 Initiating Holders to which the requested S-3 Registration relates so elect, the Company shall use its reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any S-3 Registration under Section 5(a) involving an underwritten offering, the
Form S-3 Underwriting Procedures. If the Company or the S-3 -------------------------------- Initiating Holders holding a majority of the Registrable Securities held by all of the S-3 Initiating Holders to which the requested S-3 Registration relates so elect, the Company shall use best efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any S-3 Registration under Section 5(a) involving an underwritten offering, the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Designated Holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holders, and then only in such quantity as will not, in the opinion of such underwriter, jeopardize the success of such offering by the S-3
Form S-3 Underwriting Procedures. If the S-3 Initiating Holders holding a majority of the Registrable Securities held by all of the S-3 Initiating Holders to which the requested S-3 Registration relates so elect, the Company shall use its reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any S-3 Registration under Section 5(a) involving an underwriting, the Company shall not be required to include any Registrable Securities in such underwriting unless the Designated
Form S-3 Underwriting Procedures. If the holders holding a majority of the Registrable Stock so elect, the Company shall use its reasonable best efforts to cause the registration of the Registrable Stock pursuant to this Agreement to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 1(k) below. If the Approved Underwriter believes that the registration of all or part of the Registrable Stock which has been requested to be included in such registration would materially adversely affect the success of such public offering, then the Company shall be required to reduce the number of shares to be included in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such adverse effect, pro rata among all security holders requesting to be included in such offering.
Form S-3 Underwriting Procedures. If Platinum so elects, the Company shall use its commercially reasonable efforts to cause such S-3 Registration pursuant to this Section 5 to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(e). If the Approved Underwriter believes that the registration of all or part of the Registrable Securities which the Designated Holders have requested to be included would materially adversely affect the success of such public offering, then the Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, first, such number of Registrable Securities of Platinum and the other Designated Holders, which Registrable Securities shall be allocated pro rata among Platinum and such other Designated Holders, based on the number of Registrable Securities held by Platinum and each such Designated Holder, second, any other securities of the Company requested by holders (including the Designated Holders other than Platinum) thereof to be included in such registration, which such securities shall be allocated pro rata among such stockholders, based on the number of the Company’s securities held by each such stockholder, and third, securities offered by the Company for its own account.
