Common use of Form S-3 Underwriting Procedures Clause in Contracts

Form S-3 Underwriting Procedures. In an Underwritten Shelf Take-Down, the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f) hereof. In connection with an Underwritten Shelf Take-Down, none of the Registrable Securities held by any Designated Shareholder having such Registrable Securities included pursuant to Section 5(a) hereof shall be included in such Underwritten Shelf Take-Down unless such Designated Shareholder accepts the terms of the offering as agreed upon by Insmed, the Majority Shelf Take-Down Shareholders and the Approved Underwriter (including, without limitation, offering price, underwriting commissions and discounts and lock-up agreement terms) and then only in such quantity as set forth below. If the Approved Underwriter advises Insmed that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or sales price of the Registrable Securities in such offering then Insmed shall include in such 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 Shareholders that are participating in such Underwritten Shelf Take-Down, which Registrable Securities shall be allocated pro rata among such Designated Shareholders participating in such Undewritten Shelf Take-Down, based on the number of Registrable Securities held by each such Designated Shareholder, second, any other securities of Insmed requested by any other holders thereof to be included in such Underwritten Shelf Take-Down and third, securities offered by Insmed for its own account. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in an offering in an S-3 Registration that is an Underwritten Shelf Take-Down, if such price is below the price which the Majority Shelf Take-Down Shareholders find acceptable, then such Majority Shelf Take-Down Shareholders shall then have the right, by written notice to Insmed, to withdraw their Registrable Securities from being included in such offering; provided, that such a withdrawal by such Majority Shelf Take-Down Shareholders shall constitute and effect an automatic withdrawal by all other S-3 Participating Shareholders.

Form S-3 Underwriting Procedures. In an Underwritten Shelf Take-Down, the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f) hereof. In connection with an Underwritten Shelf Take-Down, none of the Registrable Securities held by any Designated Shareholder Stockholder having such Registrable Securities included pursuant to Section 5(a) hereof shall be included in such Underwritten Shelf Take-Down unless such Designated Shareholder Stockholder accepts the terms of the offering as agreed upon by Insmedthe Company, the Majority Shelf Take-Down Shareholders Stockholders and the Approved Underwriter (including, without limitation, offering price, underwriting commissions and discounts and lock-up agreement terms) and then only in such quantity as set forth below. If the Approved Underwriter advises Insmed the Company that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or sales price of the Registrable Securities in such offering then Insmed the Company shall include in such 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 Shareholders Stockholders that are participating in such Underwritten Shelf Take-Down, which Registrable Securities shall be allocated pro rata among such Designated Shareholders Stockholders participating in such Undewritten Underwritten Shelf Take-Down, based on the number of Registrable Securities held by each such Designated ShareholderStockholder, second, any other securities of Insmed the Company requested by any other holders thereof to be included in such Underwritten Shelf Take-Down and third, securities offered by Insmed the Company for its own account. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in an offering in an S-3 Registration that is an Underwritten Shelf Take-Down, if such price is below the price which the Majority Shelf Take-Down Shareholders Stockholders find acceptable, then such Majority Shelf Take-Down Shareholders Stockholders shall then have the right, by written notice to Insmedthe Company, to withdraw their Registrable Securities from being included in such offering; provided, that such a withdrawal by such Majority Shelf Take-Down Shareholders Stockholders shall constitute and effect an automatic withdrawal by all other S-3 Participating ShareholdersStockholders.

Form S-3 Underwriting Procedures. In an Underwritten Shelf TakeIf the S-3 Initiating Holders holding a majority of the Registrable Securities entitled to be covered by such Non-DownEffective Registration Statement 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 V 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) hereof3.6. In connection with any S-3 Registration under Section 5.1 involving an Underwritten Shelf Take-Downunderwritten offering, none of the Company shall not be required to include any Registrable Securities held by any Designated Shareholder having such Registrable Securities included pursuant to Section 5(a) hereof shall be included in such Underwritten Shelf Take-Down underwritten offering unless such the Designated Shareholder accepts Holders thereof accept the terms of the underwritten offering as agreed upon by Insmedbetween the Company, the Majority Shelf Take-Down Shareholders and the Approved Underwriter (includingand the S-3 Initiating Holders, without limitation, offering price, underwriting commissions and discounts and lock-up agreement terms) and then only in such quantity as set forth belowsuch underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holders. If the Approved Underwriter advises Insmed believes that the aggregate amount registration of such all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included in would materially adversely affect the success of such offering is sufficiently large public offering, then the Company shall be required to have a material adverse effect on the distribution or sales price of the Registrable Securities in such offering then Insmed shall include in such 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 all of the Registrable Securities entitled to be covered by such Non-Effective Registration Statement to be offered for the account of the Designated Shareholders that are participating in such Underwritten Shelf Take-DownS-3 Initiating Holders, which Registrable Securities shall be allocated pro rata among such Designated Shareholders participating in such Undewritten Shelf Take-Down, based on the number of Registrable Securities held entitled to be covered by each such Non-Effective Registration Statement owned by such S-3 Initiating Holders; second, the Registrable Securities entitled to be covered by such Non-Effective Registration Statement to be offered for the account of the other Designated Holders who requested inclusion of their Registrable Securities pursuant to Section 5.1, pro rata based on the number of Registrable Securities owned by such Designated Shareholder, secondHolders and entitled to be covered by such Non-Effective Registration Statement; and third, any other securities of Insmed requested by any other holders thereof to be included in such Underwritten Shelf Take-Down and third, securities offered by Insmed for its own account. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in an offering in an S-3 Registration that is an Underwritten Shelf Take-Down, if such price is below the price which the Majority Shelf Take-Down Shareholders find acceptable, then such Majority Shelf Take-Down Shareholders shall then have the right, by written notice to Insmed, to withdraw their Registrable Securities from being included in such offering; provided, that such a withdrawal by such Majority Shelf Take-Down Shareholders shall constitute and effect an automatic withdrawal by all other S-3 Participating Shareholders.

Form S-3 Underwriting Procedures. In an Underwritten Shelf Take-DownIf the S-3 Initiating Holder so elects, the Company shall use its reasonable best efforts to cause such S-3 Registration pursuant to this Section 3B 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) hereof3A(e). In connection with any S-3 Registration under Section 3B(a) involving an Underwritten Shelf Take-Downunderwritten offering, none of the Company shall not be required to include any Registrable Securities held by any Designated Shareholder having such Registrable Securities included pursuant to Section 5(a) hereof shall be included in such Underwritten Shelf Take-Down underwritten offering unless such the Designated Shareholder accepts Holders thereof accept the terms of the underwritten offering as agreed upon by Insmedbetween the Company, the Majority Shelf Take-Down Shareholders and the Approved Underwriter (includingand the S-3 Initiating Holder, without limitation, offering price, underwriting commissions and discounts and lock-up agreement terms) and then only in such quantity as set forth belowsuch underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holder. In addition, the Company shall not include in any such underwritten offering any securities other than Registrable Securities unless the holders thereof accept the terms of the underwritten offering as agreed upon between the Company, the Approved Underwriter and the S-3 Initiating Holder, and then only in such quantity as such underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holder. If the Approved Underwriter advises Insmed believes that the aggregate amount registration of such all or part of the Registrable Securities which the S-3 Initiating Holder and the other Designated Holders have requested to be included in would materially adversely affect the success of such offering is sufficiently large public offering, then the Company shall be required to have a material adverse effect on the distribution or sales price of the Registrable Securities in such offering then Insmed shall include in such 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 all of the Registrable Securities to be offered for the account of the Designated Shareholders that are participating in such Underwritten Shelf Take-DownS-3 Initiating Holder; second, which the Registrable Securities shall to be allocated offered for the account of the other Designated Holders who requested inclusion of their Registrable Securities pursuant to Section 3B(a), pro rata among such Designated Shareholders participating in such Undewritten Shelf Take-Down, based on the number of Registrable Securities held owned by each such Designated Shareholder, secondHolders; and third, any other securities of Insmed requested by any other holders thereof to be included in such Underwritten Shelf Take-Down and third, securities offered by Insmed for its own account. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in an offering in an S-3 Registration that is an Underwritten Shelf Take-Down, if such price is below the price which the Majority Shelf Take-Down Shareholders find acceptable, then such Majority Shelf Take-Down Shareholders shall then have the right, by written notice to Insmed, to withdraw their Registrable Securities from being included in such offering; provided, that such a withdrawal by such Majority Shelf Take-Down Shareholders shall constitute and effect an automatic withdrawal by all other S-3 Participating Shareholders.

Form S-3 Underwriting Procedures. In an Underwritten Shelf Take-DownIf 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 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) hereof3(g). In connection with an Underwritten Shelf Take-Down, none of the Registrable Securities held by any Designated Shareholder having such Registrable Securities included pursuant to S-3 Registration under Section 5(a) hereof involving an underwritten offering, the Company shall not be included required to include any Registrable Securities in such Underwritten Shelf Take-Down underwritten offering unless such the Designated Shareholder accepts Holders thereof accept the terms of the underwritten offering as agreed upon by Insmedbetween the Company, the Majority Shelf Take-Down Shareholders and the Approved Underwriter (includingand the S-3 Initiating Holders, without limitation, offering price, underwriting commissions and discounts and lock-up agreement terms) and then only in such quantity as set forth belowsuch underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holders. If the Approved Underwriter advises Insmed believes that the aggregate amount registration of such all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included in would materially adversely affect the success of such offering is sufficiently large public offering, then the Company shall be required to have a material adverse effect on the distribution or sales price of the Registrable Securities in such offering then Insmed shall include in such the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, firstFIRST, such number all of the Registrable Securities to be offered for the account of the Designated Shareholders that are participating in such Underwritten Shelf Take-DownS-3 Initiating Holders, which the Registrable Securities shall to be allocated offered for the account of the other Designated Holders who requested inclusion of their Registrable Securities pursuant to Section 5(a), and any other stockholder of the Company having similar shelf registration rights as the S-3 Initiating Holders hereunder pursuant to other similar registration rights agreements, as a group pro rata among such Designated Shareholders participating in such Undewritten Shelf Take-Down, based on the number of Registrable Securities held or other similar securities owned by each such S-3 Initiating Holders, Designated ShareholderHolders or other stockholders of the Company, secondSECOND, the Registrable Securities to be offered for the account of any other stockholders of the Company who are entitled to registration of securities of the Company based upon similar rights to those in Section 5(a), pro rata based upon the number of registrable securities owned by such other stockholders, and THIRD, any other securities of Insmed requested by any other holders thereof to be included in such Underwritten Shelf Take-Down and third, securities offered by Insmed for its own account. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in an offering in an S-3 Registration that is an Underwritten Shelf Take-Down, if such price is below the price which the Majority Shelf Take-Down Shareholders find acceptable, then such Majority Shelf Take-Down Shareholders shall then have the right, by written notice to Insmed, to withdraw their Registrable Securities from being included in such offering; provided, that such a withdrawal by such Majority Shelf Take-Down Shareholders shall constitute and effect an automatic withdrawal by all other S-3 Participating Shareholders.

Form S-3 Underwriting Procedures. In an Underwritten Shelf Take-Down, the managing underwriter or underwriters selected for such offering (the “Approved Underwriters”) shall be the Approved Underwriter selected in accordance with Section 3(f4.01(b) hereof. In connection with an Underwritten Shelf Take-Down, none of the Registrable Securities held by any Designated Shareholder having such Registrable Securities included pursuant to Section 5(a) hereof S-3 Participating Holders shall be included in such Underwritten Shelf Take-Down unless such Designated Shareholder S-3 Participating Holder accepts the terms of the offering as agreed upon by Insmedthe Company, the Majority Initiating Shelf Take-Down Shareholders Holder and the Approved Underwriter (including, without limitation, offering price, underwriting commissions and discounts and lock-up agreement terms) and then only in such quantity as set forth below. If the Approved Underwriter advises Insmed the Company that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or sales price of the Registrable Securities in such offering then Insmed the Company shall include in such 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 Shareholders S-3 Participating Holders that are participating in such Underwritten Shelf Take-Down, which Registrable Securities shall be allocated pro rata among such Designated Shareholders participating in such Undewritten Shelf Take-Downholders, based on the number of Registrable Securities held by each such Designated Shareholderholder, second, any other securities of Insmed the Company requested by any other holders thereof to be included in such Underwritten Shelf Take-Down and third, securities offered by Insmed the Company for its own account. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in an offering in an S-3 Registration that is an Underwritten Shelf Take-Down, if such price is below the price which the Majority Initiating Shelf Take-Down Shareholders find Holder finds acceptable, then such Majority Initiating Shelf Take-Down Shareholders Holder shall then have the right, by written notice to Insmedthe Company, to withdraw their Registrable Securities from being included in such offering; provided, that such a withdrawal by such Majority Shelf Take-Down Shareholders holder shall constitute and effect an automatic withdrawal by all other S-3 Participating ShareholdersStockholders.

Form S-3 Underwriting Procedures. In an Underwritten Shelf Take-Down, the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f) hereof. In connection with an Underwritten Shelf Take-Down, none of the Registrable Securities held by any Designated Shareholder Stockholder having such Registrable Securities included pursuant to Section 5(a) hereof shall be included in such Underwritten Shelf Take-Down unless such Designated Shareholder Stockholder accepts the terms of the offering as agreed upon by Insmedthe Company, the Majority Shelf Take-Down Shareholders Stockholders and the Approved Underwriter (including, without limitation, offering price, underwriting commissions and discounts and lock-up agreement terms) and then only in such quantity as set forth below. If the Approved Underwriter advises Insmed the Company that the aggregate amount of such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or sales price of the Registrable Securities in such offering then Insmed the Company shall include in such 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 Shareholders Stockholders that are participating in such Underwritten Shelf Take-Down, which Registrable Securities shall be allocated pro rata among such Designated Shareholders Stockholders participating in such Undewritten Shelf Take-Down, based on the number of Registrable Securities held by each such Designated ShareholderStockholder, second, any other securities of Insmed the Company requested by any other holders thereof to be included in such Underwritten Shelf Take-Down and third, securities offered by Insmed the Company for its own account. Notwithstanding the foregoing, immediately upon determination of the price at which such Registrable Securities are to be sold in an offering in an S-3 Registration that is an Underwritten Shelf Take-Down, if such price is below the price which the Majority Shelf Take-Down Shareholders Stockholders find acceptable, then such Majority Shelf Take-Down Shareholders Stockholders shall then have the right, by written notice to Insmedthe Company, to withdraw their Registrable Securities from being included in such offering; provided, that such a withdrawal by such Majority Shelf Take-Down Shareholders Stockholders shall constitute and effect an automatic withdrawal by all other S-3 Participating ShareholdersStockholders.

Form S-3 Underwriting Procedures. In an Underwritten Shelf Take-DownIf 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 3(f) hereof4.6. In connection with any S-3 Registration under Section 6.1 involving an Underwritten Shelf Take-Downunderwritten offering, none of the Company shall not be required to include any Registrable Securities held by any Designated Shareholder having such Registrable Securities included pursuant to Section 5(a) hereof shall be included in such Underwritten Shelf Take-Down underwritten offering unless such the Designated Shareholder accepts Holders thereof accept the terms of the underwritten offering as agreed upon by Insmedbetween the Company, the Majority Shelf Take-Down Shareholders and the Approved Underwriter (includingand the S-3 Initiating Holders, without limitation, offering price, underwriting commissions and discounts and lock-up agreement terms) and then only in such quantity as set forth belowsuch underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holders. If the Approved Underwriter advises Insmed believes that the aggregate amount registration of such all or part of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included in such offering is sufficiently large to have a material adverse effect on and the distribution or sales price Registrable Common Shares, if any, offered for the account of the Registrable Securities in Common Stock Holders pursuant to Section 3(a) of the Common Stock Registration Rights Agreement would materially adversely affect the success of such offering public offering, then Insmed the Company shall be required to include in such the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, firstFIRST, such number of Registrable Securities of the S-3 Initiating Holders and any other Designated Shareholders that are Holders participating in the offering pursuant to this Article VI, and such Underwritten Shelf Take-Downnumber of Registrable Common Shares, if any, offered for the account of the Common Stock Holders pursuant to Section 3(a) of the Common Stock Registration Rights Agreement which Registrable Securities and Registrable Common Shares shall be allocated pro rata PRO RATA among such S-3 Initiating Holders, such other Designated Shareholders participating in such Undewritten Shelf Take-DownHolders and the Common Stock Holders, based on the number of Registrable Securities held or Registrable Common Shares, as the case may be, requested to be included in such offering by each such S-3 Initiating Holder, the Designated ShareholderHolder and the Common Stock Holders, secondSECOND, securities offered by the Company for its own account, and THIRD, any other securities of Insmed the Company requested by any other holders thereof to be included in such Underwritten Shelf Take-Down and thirdregistration, which such securities offered by Insmed for its own account. Notwithstanding shall be allocated PRO RATA among such stockholders, based on the foregoing, immediately upon determination number of the price at which such Registrable Securities are Company's securities requested to be sold in an offering in an S-3 Registration that is an Underwritten Shelf Take-Down, if such price is below the price which the Majority Shelf Take-Down Shareholders find acceptable, then such Majority Shelf Take-Down Shareholders shall then have the right, by written notice to Insmed, to withdraw their Registrable Securities from being included in such offering; provided, that offering by each such a withdrawal by such Majority Shelf Take-Down Shareholders shall constitute and effect an automatic withdrawal by all other S-3 Participating Shareholdersstockholder.