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

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 the S-3 Initiating Holders holding a majority of the Registrable Securities held by all of the S-3 Initiating Holders so electIn an Underwritten Shelf Take-Down, 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 4.63(f) hereof. In connection with any S-3 Registration under Section 6.1 involving an underwritten offeringUnderwritten Shelf Take-Down, 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 offering Underwritten Shelf Take-Down unless the such Designated Holders thereof accept Shareholder accepts the terms of the underwritten offering as agreed upon between by Insmed, the Company, Majority Shelf Take-Down Shareholders and the Approved Underwriter (including, without limitation, offering price, underwriting commissions and the S-3 Initiating Holders, discounts and lock-up agreement terms) and then only in such quantity as such underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holdersset forth below. If the Approved Underwriter believes advises Insmed that the registration aggregate amount of all such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or part sales price 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 in such public offering, offering then the Company Insmed shall be required to include in the underwritten 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 S-3 Initiating Holders and any other Designated Holders Shareholders that are participating in the offering pursuant to this Article VIsuch Underwritten Shelf Take-Down, which Registrable Securities shall be allocated pro rata among such S-3 Initiating Holders and Designated Shareholders participating in such other Designated HoldersUndewritten Shelf Take-Down, based on the number of Registrable Securities requested to be included in such offering held by each such S-3 Initiating Holder and Designated HolderShareholder, second, securities offered by the Company for its own account, and third, any other securities of the Company Insmed requested by any other holders thereof to be included in such registrationUnderwritten 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 securities shall be allocated pro rata among such stockholders, based on the number of the Company's securities requested 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 offering; provided, that such a withdrawal by each such stockholderMajority Shelf Take-Down Shareholders shall constitute and effect an automatic withdrawal by all other S-3 Participating Shareholders.

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 Holder so electelects, the Company shall use its reasonable best efforts to cause such S-3 Registration pursuant to this Article VI 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 4.63A(e). In connection with any S-3 Registration under Section 6.1 3B(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 HoldersHolder, and then only in such quantity as such underwriter believes will not jeopardize the success of such offering by the S-3 Initiating HoldersHolder. 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 believes that the registration of all or part of the Registrable Securities which the S-3 Initiating Holders Holder 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 all of the Registrable Securities to be offered for the account of the S-3 Initiating Holders and any Holder; second, the Registrable Securities to be offered for the account of the other Designated Holders participating in the offering who requested inclusion of their Registrable Securities pursuant to this Article VISection 3B(a), 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 owned by such offering by each such S-3 Initiating Holder and Designated Holder, second, securities offered by the Company for its own account, Holders; 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 stockholderoffering.

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 and the 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 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, firstFIRST, 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, and such number 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 and Holders, such other Designated Holders and the Common Stock Holders, based on the number of Registrable Securities 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 Holder and Designated Holderthe Common Stock Holders, secondSECOND, securities offered by the Company for its own account, and thirdTHIRD, any other securities of the Company requested by holders thereof to be included in such registration, which such securities shall be allocated pro rata 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 the S-3 Initiating Holders holding a majority of the Registrable Securities entitled to be covered by such Non-Effective 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 VI 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 4.63.6. In connection with any S-3 Registration under Section 6.1 5.1 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 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 S-3 Initiating Holders and any other Designated Holders participating in the offering pursuant to this Article VIHolders, 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 entitled to be included in covered by such offering Non-Effective Registration Statement owned by each such S-3 Initiating Holder and Designated Holder, Holders; second, securities 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 the Company for its own account, such Designated Holders and entitled to be covered by such Non-Effective Registration Statement; 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 stockholderoffering.

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 advises the registration of all or part Company and the Holders of the Registrable Securities which the S-3 Initiating Holders and the other Designated Holders have requested to be included would registered in writing that in its opinion the number of Registrable Securities proposed to be sold in any registration under this Article VI exceeds the number that can be sold in such registration without (A) creating a substantial risk that the proceeds or price per share that will be derived from such registration will be materially reduced or that the number of Registrable Securities to be registered is too large a number to be reasonably sold, or (B) materially and adversely affect the success of affecting such public offeringregistration in any other respect, then the Company shall be required to will 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, registration (x) 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, Holder and (y) not allow any securities offered by the Company for its own account, and third, any other securities of the Company requested by holders thereof than Registrable Securities 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 registration unless all Registrable Securities requested to be included in such offering have been included therein, and then only to the extent recommended by each such stockholderthe Approved Underwriter or determined by the Company after consultation with an investment banker of nationally recognized standing (notification of which number shall be given by the Company to the Holders of Registrable Securities).

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 electIn an Underwritten Shelf Take-Down, 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 4.63(f) hereof. In connection with any S-3 Registration under Section 6.1 involving an underwritten offeringUnderwritten Shelf Take-Down, none of the Company shall not be required to include any Registrable Securities held by any Designated Stockholder having such Registrable Securities included pursuant to Section 5(a) hereof shall be included in such underwritten offering Underwritten Shelf Take-Down unless the such Designated Holders thereof accept Stockholder accepts the terms of the underwritten offering as agreed upon between by the Company, the Majority Shelf Take-Down Stockholders and the Approved Underwriter (including, without limitation, offering price, underwriting commissions and the S-3 Initiating Holders, discounts and lock-up agreement terms) and then only in such quantity as such underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holdersset forth below. If the Approved Underwriter believes advises the Company that the registration aggregate amount of all such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or part sales price 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 in such public offering, offering then the Company shall be required to include in the underwritten 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 S-3 Initiating Holders and any other Designated Holders Stockholders that are participating in the offering pursuant to this Article VIsuch Underwritten Shelf Take-Down, which Registrable Securities shall be allocated pro rata among such S-3 Initiating Holders and Designated Stockholders participating in such other Designated HoldersUnderwritten Shelf Take-Down, based on the number of Registrable Securities held by each such Designated Stockholder, second, any other securities of the Company requested by any other holders thereof to be included in such offering by each such S-3 Initiating Holder Underwritten Shelf Take-Down and Designated Holder, secondthird, securities offered by the Company for its own account. Notwithstanding the foregoing, and third, any other securities immediately upon determination of the Company requested by holders thereof 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 Stockholders find acceptable, then such Majority Shelf Take-Down Stockholders shall then have the right, by written notice to the Company, to withdraw their Registrable Securities from being included in such registrationoffering; provided, which that such securities a withdrawal by such Majority Shelf Take-Down Stockholders shall be allocated pro rata among such stockholders, based on the number of the Company's securities requested to be included in such offering constitute and effect an automatic withdrawal by each such stockholderall other S-3 Participating Stockholders.

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 commercially reasonable best efforts to cause such S-3 Registration pursuant to this Article VI 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 4.63(g). In connection with any S-3 Registration under Section 6.1 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 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 all of the Registrable Securities to be offered for the account of the S-3 Initiating Holders, the Registrable Securities to be offered for the account of the other Designated Holders who requested inclusion of their Registrable Securities pursuant to Section 5(a), and any other Designated Holders participating in stockholder of the offering pursuant to this Article VI, which Registrable Securities shall be allocated pro rata among such Company having similar shelf registration rights as the S-3 Initiating Holders and such hereunder pursuant to other Designated Holderssimilar registration rights agreements, as a group pro rata based on the number of Registrable Securities requested to be included in such offering or other similar securities owned by each such S-3 Initiating Holder and Holders, Designated HolderHolders or other stockholders of the Company, second, securities the Registrable Securities to be offered by for the Company for its own account, and third, account of any other securities stockholders 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.who

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 electIn an Underwritten Shelf Take-Down, 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 4.63(f) hereof. In connection with any S-3 Registration under Section 6.1 involving an underwritten offeringUnderwritten Shelf Take-Down, none of the Company shall not be required to include any Registrable Securities held by any Designated Stockholder having such Registrable Securities included pursuant to Section 5(a) hereof shall be included in such underwritten offering Underwritten Shelf Take-Down unless the such Designated Holders thereof accept Stockholder accepts the terms of the underwritten offering as agreed upon between by the Company, the Majority Shelf Take-Down Stockholders and the Approved Underwriter (including, without limitation, offering price, underwriting commissions and the S-3 Initiating Holders, discounts and lock-up agreement terms) and then only in such quantity as such underwriter believes will not jeopardize the success of such offering by the S-3 Initiating Holdersset forth below. If the Approved Underwriter believes advises the Company that the registration aggregate amount of all such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the distribution or part sales price 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 in such public offering, offering then the Company shall be required to include in the underwritten 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 S-3 Initiating Holders and any other Designated Holders Stockholders that are participating in the offering pursuant to this Article VIsuch Underwritten Shelf Take-Down, which Registrable Securities shall be allocated pro rata among such S-3 Initiating Holders and Designated Stockholders participating in such other Designated HoldersUndewritten Shelf Take-Down, based on the number of Registrable Securities held by each such Designated Stockholder, second, any other securities of the Company requested by any other holders thereof to be included in such offering by each such S-3 Initiating Holder Underwritten Shelf Take-Down and Designated Holder, secondthird, securities offered by the Company for its own account. Notwithstanding the foregoing, and third, any other securities immediately upon determination of the Company requested by holders thereof 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 Stockholders find acceptable, then such Majority Shelf Take-Down Stockholders shall then have the right, by written notice to the Company, to withdraw their Registrable Securities from being included in such registrationoffering; provided, which that such securities a withdrawal by such Majority Shelf Take-Down Stockholders shall be allocated pro rata among such stockholders, based on the number of the Company's securities requested to be included in such offering constitute and effect an automatic withdrawal by each such stockholderall other S-3 Participating Stockholders.