Common use of Incidental Underwritten Offerings Clause in Contracts

Incidental Underwritten Offerings. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder of Registrable Securities, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.1(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriters, 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. Any such Selling Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, such Selling Holder's Registrable Securities and such Selling Holder's intended method of distribution or any other representations required by applicable law.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in section 2.2 and subject to the provisions of section 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.1(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution or and any other representations representation required by applicable lawlaw or to make any agreements with the Company or the underwriters with respect to indemnification of any Person or the contribution obligations of any Person that would impose any obligation which is broader than the indemnity furnished by such holder pursuant to the provisions of section 2.7. In addition, the Requesting Holders shall cooperate with the Company in an effort to provide that any such agreement will contain a provision modifying the indemnification of the underwriter to the effect that the Company will not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities with respect to any preliminary prospectus, to the extent that any such loss, claim, damage or liability of such underwriter results from such underwriter having sold Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus, if the Company has previously furnished thereof to such underwriter and such final prospectus as then amended or supplemented, has corrected any such misstatement or omission.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 7.1 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in Section 7.1 and subject to the provisions of Section 7.1(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject provided that if the managing -------- underwriter of such underwritten offering shall inform the holders of the Registrable Securities requesting such registration and the holders of any other shares or securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the provisions rights under Section 7.1 by letter of Section 2.1(bits belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other shares or securities so requested to be included would interfere with the successful marketing of the securities (other than such Registrable Securities and other shares or securities so requested to be included) within a price range acceptable to the Company or in the case of a secondary offering, the holders of securities other than Registrable Securities requested to be included in such registration by the underwriters (such writing to state the basis of such belief and approximate number of such Registrable Securities and shares or other securities so requested to be included which may be included in such underwritten offering without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and of such other shares or securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and shares or other securities so requested to be included in the registration, so that the resultant aggregate number of such Registrable Securities and of such other shares or securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution or and any other representations representation required by applicable law. Notwithstanding the foregoing, with respect to any registration initiated pursuant to the exercise of "demand" registration rights by any holder of securities of the Company, the holders of Registrable Securities shall have no right to include any Registrable Securities in such registration unless all of the securities requested to be registered by the holders exercising such "demand" registration rights have been included in such registration and have not been subjected to any reduction by underwriters.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 9.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in Section 9.2 and subject to the provisions of Section 9.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject provided that if the managing underwriter of such underwritten offering shall -------- inform the holders of the Registrable Securities requesting such registration and the holders of any other shares or securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the provisions rights under Section 9.2 by letter of Section 2.1(bits belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other shares or securities so requested to be included would interfere with the successful marketing of the securities (other than such Registrable Securities and other shares or securities so requested to be included) by the underwriters (such writing to state the basis of such belief and approximate number of such Registrable Securities and shares or other securities so requested to be included which may be included in such underwritten offering without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and of such other shares or securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and shares or such other securities so requested to be included the registration of which shall have been requested by each holder of Registrable Securities and by the holders of such other shares or securities, so that the resultant aggregate number of such Registrable Securities and of such other shares or securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution or and any other representations representation required by applicable law.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 section 13.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in section 13.2 and subject to the provisions of section 13.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject provided that if the managing underwriter of such -------- underwritten offering shall inform the holders of the Registrable Securities requesting such registration and the holders of any other shares of securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the provisions rights under section 13.2 by letter of Section 2.1(bits belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other shares of securities so requested to be included would interfere with the successful marketing of the securities (other than such Registrable Securities and other shares of securities so requested to be included) by the underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities and shares of other securities so requested to be included which may be included in such underwritten offering without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and of such other shares of securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and shares of such other securities so requested to be included the registration of which shall have been requested by each holder of Registrable Securities and by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution or and any other representations representation required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Section 2.1 Article II and such equity securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder of Registrable SecuritiesParticipating Stockholder as provided in Article II, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder Participating Stockholder, subject to the limitations set forth in Article II, among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.1(b). The holders of Participating Stockholders holding Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters (provided that such underwriting agreement is consistent with the terms hereof), and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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 Participating Stockholders 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 SecuritiesParticipating Stockholders. Any The Company shall cooperate as reasonably requested by any such Selling Holder of Registrable Securities shall not be required Participating Stockholder in order to make limit (a) any representations or warranties to to, or agreements with with, the Company or the underwriters other than to be made by such Participating Stockholder only to representations, warranties or agreements regarding such Selling HolderParticipating Stockholder, such Selling HolderParticipating Stockholder's Registrable Securities and such Selling HolderParticipating Stockholder's intended method of distribution or and any other representations representation required by applicable lawlaw and (b) such Participating Stockholder's maximum liability in respect of its indemnification and contribution obligations under such underwriting agreement to an amount equal to the net proceeds actually received by such Participating Stockholder (after deducting any underwriting fees, discounts and expenses) from the sale of Registrable Securities pursuant to the applicable Piggyback Registration.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in Section 2 and subject to the provisions of this Section 4(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject ; provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the provisions holders of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 2.1(b4(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Holder Except as set forth in this Agreement, no holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations required by applicable lawand warranties or to indemnify the Company in connection with such registration.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in Section 2 and subject to the provisions of this Section 4(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject ; provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the provisions holders of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 2.1(b4(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Holder Except as set forth in this Agreement, no holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any other representations required by applicable lawunderwriters of the Registrable Securities, except as set forth in Section 8.

Incidental Underwritten Offerings. If Subject to the provisions of the proviso to the first sentence of Section 1.2(b), if the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by (other than pursuant to Section 2.1 1.1 or pursuant to a Special Registration), whether or not for its own account, and such securities are to be distributed by or through one or more underwriters, the Company willwill give prompt written notice to all holders of Registrable Securities following the filing of the registration statement in respect thereof under the Securities Act and, if requested by any Selling Holder holder of Registrable SecuritiesSecurities within 30 days after the Company has given notice, will use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company those to be distributed by such underwriters, subject to the provisions of Section 2.1(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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 the underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Any No such Selling Holder holder of Registrable Securities shall not be required by the Company to make any representations or warranties to to, or agreements with with, the Company or the underwriters other than as set forth in Section 1.6(b) and Section 1.7, representations, warranties or agreements regarding such Selling Holder, such Selling Holder's Registrable Securities holder and such Selling Holder's holder’s intended method of distribution or and any other representations required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Section 2.1 Article II and such equity securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder of Registrable SecuritiesParticipating Stockholder as provided in Article II, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder Participating Stockholder, subject to the limitations set forth in Article II, among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.1(b). The holders of Participating Stockholders holding Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between 13 58 the Company and such underwriters (provided that such underwriting agreement is consistent with the terms hereof), and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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 Participating Stockholders 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 SecuritiesParticipating Stockholders. Any The Company shall cooperate as reasonably requested by any such Selling Holder of Registrable Securities shall not be required Participating Stockholder in order to make limit (a) any representations or warranties to to, or agreements with with, the Company or the underwriters other than to be made by such Participating Stockholder only to representations, warranties or agreements regarding such Selling HolderParticipating Stockholder, such Selling HolderParticipating Stockholder's Registrable Securities and such Selling HolderParticipating Stockholder's intended method of distribution or and any other representations representation required by applicable lawlaw and (b) such Participating Stockholder's maximum liability in respect of its indemnification and contribution obligations under such underwriting agreement to an amount equal to the net proceeds actually received by such Participating Stockholder (after deducting any underwriting fees, discounts and expenses) from the sale of Registrable Securities pursuant to the applicable Piggyback Registration.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in section 2.2 and subject to the provisions of section 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.1(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriters, require which agreement shall provide 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. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters underwriters, other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method or methods of distribution or and any other representations representation required by applicable law, or to make any agreements with the Company or the underwriters with respect to indemnification of any Person or the contribution obligations of any Person that would impose any obligation which is broader than the indemnity furnished by such holder pursuant to the provisions of section 2.6. In addition, the holders of Registrable Securities shall cooperate with the Company in an effort to provide that any such agreement will contain a provision modifying the indemnification of the underwriter to the effect that neither the Company nor the holders of the Registrable Securities will be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities with respect to any preliminary prospectus, to the extent that any such loss, claim, damage or liability of such underwriter results from such underwriter having sold Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus, if the Company has previously furnished copies thereof to such underwriter and such final prospectus as then amended or supplemented, has corrected any such misstatement or omission.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in section 2.2 and subject to the provisions of section 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject PROVIDED that if the managing underwriter of such underwritten offering shall inform the holders of the Registrable Securities requesting such registration, in respect of such underwritten offering, by letter of its belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities requested to be included would interfere with the successful marketing of the securities (other than such Registrable Securities and other securities so requested to be included which may be included in such underwritten offering without such effect) then, the Company may, upon written notice to all holders of such Registrable Securities (and of such other shares so requested to be included) exclude PRO RATA from such underwritten offering (if and to the provisions extent stated by such managing underwriter to be necessary to eliminate such effect) the number of Section 2.1(b)such Registrable Securities and shares of such other securities so requested to be included in the registration of which shall have been requested by each holder of Registrable Securities and by the holders of such other securities so that the resultant aggregate number of such Registrable Securities and of such other shares or securities requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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 other 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. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution or and any other representations required by applicable law.

Incidental Underwritten Offerings. If the Company HALIS at any time proposes --------------------------------- to register any of its securities under the Securities Act as contemplated by Section 2.1 10.3 and such securities are to be distributed by or through one or more underwriters, the Company willHALIS will use its best efforts, if requested by any Selling Holder holder of Registrable SecuritiesSecurities who requests incidental registration of Registrable Securities in connection therewith pursuant to Section 10.3, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by or through such underwriters, subject provided that, for purposes of this sentence, best efforts shall -------- not require HALIS to reduce the provisions amount or sale price of Section 2.1(b)such securities proposed to be distributed by or through such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company HALIS and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriters, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company HALIS to and for the benefit of such underwriters underwriters, shall also be made to and for the benefit of such holders of Registrable Securities, and HALIS will cooperate with 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 end that the conditions precedent to the obligations of such holders of Registrable SecuritiesSecurities under such underwriting agreement shall not include conditions that are not customary in underwriting agreements with respect to combined primary and secondary distributions and shall be otherwise satisfactory to such holders. Any such Selling Holder Such holders of Registrable Securities shall not be required by HALIS to make any representations or warranties to or agreements with the Company HALIS or the underwriters other than reasonable representations, warranties or agreements (including indemnity agreements customary in secondary offerings) regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method or methods of distribution or and any other representations representation required by applicable law.

Incidental Underwritten Offerings. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, subject to Section 2.8 hereof, if requested by any Selling Requesting Holder of Registrable Securities, use its best efforts to Securities arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.1(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Requesting Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Requesting Holder, such Selling Requesting Holder's Registrable Securities and such Selling Requesting Holder's intended method of distribution or any other representations required by applicable law. Notwithstanding the foregoing provisions of this Section 2.4(b), the Company need not include any Registrable Securities of any such Requesting Holder in an underwritten offering of the Company's securities if the inclusion of such Requesting Holder's securities, in the opinion of the managing underwriter for such offering by the Company, might adversely affect such offering by the Company.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in section 2.2 and subject to the provisions of section 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject provided that if the managing underwriter of such underwritten offering shall inform the holders of the Registrable Securities requesting such registration and the holders of any other securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the provisions rights under section 2.2 by letter of Section 2.1(bits belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other securities so requested to be included would interfere with the successful marketing of the securities (other than such Registrable Securities and other securities so requested to be included) by the underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities and other securities so requested to be included which may be included in such underwritten offering without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and of such other securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and shares of such other securities so requested to be included the registration of which shall have been requested by each holder of Registrable Securities and by the holders of such other securities so that the resultant aggregate number of such Registrable Securities and of such other securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter's letter, provided that such other securities shall first be so excluded, and thereafter, Registrable Securities shall be so excluded pro rata based on the number of shares so requested to be included. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's interest in the Company and intended method of distribution or and any other representations representation required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 section 13.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in section 13.2, use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwritersunderwriters , subject PROVIDED that if the managing underwriter of such underwritten offering shall inform the holders of the Registrable Securities requesting such registration and the holders of any other securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the provisions rights under section 13.2 by letter of Section 2.1(bits belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other shares of securities so requested to be included would interfere with the successful marketing of the securities (other than such Registrable Securities and other shares of securities so requested to be included) by the underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities and shares of other securities so requested to be included which may be included in such underwritten offering without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and of such other shares of securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and shares of such other securities so requested to be included the registration of which shall have been requested by each holder of Registrable Securities and by the holders of such other securities so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution or and any other representations representation required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any shares of its securities common stock under the Securities Act as contemplated by Section 2.1 3.2 and such securities shares are to be distributed by or through one or more underwriters, the Company willand, if requested by any Selling Holder of Registrable Securities, use its best efforts to arrange for such underwriters the managing underwriter shall elect in writing to include all the Registrable Securities shares of Shareholder Common Stock sought to be offered and sold by included in such Selling Holder among registration, the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.1(b). The holders of Registrable Securities Securityholders who hold Shareholder Common Stock to be distributed by such underwriters in accordance with Section 3.2 hereof shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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 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, 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 Securityholders to and for the benefit of such holders underwriters shall also be made to and for the benefit of Registrable Securitiesthe Company. Any such Selling Holder of Registrable Securities Notwithstanding the foregoing, no Shareholder shall not be required to make any representations or warranties to or agreements in connection with the Company or the underwriters registration other than representationsrepresentations and warranties as to (i) such Shareholder's ownership of his or its Shareholder Common Stock to be transferred free and clear of all liens, warranties claims, and encumbrances, (ii) such Shareholder's power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; PROVIDED FURTHER, HOWEVER, that the obligation of such Shareholder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Shareholders selling Shareholder Common Stock, and the liability of each such Shareholder will be in the proportion thereto, and PROVIDED FURTHER that such liability will be limited to, the allocable share of claim net amount received by such Shareholder from the sale of his or agreements regarding its Shareholder Common Stock pursuant to such Selling Holder, such Selling Holder's Registrable Securities and such Selling Holder's intended method of distribution or any other representations required by applicable lawregistration.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in section 2.2 and subject to the provisions of section 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.1(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution or and any other representations representation required by applicable lawlaw or to make any agreements with the Company or the underwriters with respect to indemnification of any Person or the contribution obligations of any Person that would impose any obligation beyond or inconsistent with the provisions of section 2.7.

Incidental Underwritten Offerings. If the Company at any time proposes to register any shares of its securities common stock under the Securities Act as contemplated by Section 2.1 3.2 and such securities shares are to be distributed by or through one or more underwriters, the Company willand, if requested by any Selling Holder of Registrable Securities, use its best efforts to arrange for such underwriters the managing underwriter shall elect in writing to include all the Registrable Securities shares of Shareholder Common Stock sought to be offered and sold by included in such Selling Holder among registration, the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.1(b). The holders of Registrable Securities Securityholders who hold Shareholder Common Stock to be distributed by such underwriters in accordance with Section 3.2 hereof shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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 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, at its option, USOL HOLDINGS, INC. COMMON AND WARRANT REGISTRATION RIGHTS AGREEMENT require that any or all of the obligations representations and warranties by, and the other agreements on the part of the Selling Securityholders to and for the benefit of such holders underwriters shall also be made to and for the benefit of Registrable Securitiesthe Company. Any such Selling Holder of Registrable Securities Notwithstanding the foregoing, no Shareholder shall not be required to make any representations or warranties to or agreements in connection with the Company or the underwriters registration other than representationsrepresentations and warranties as to (i) such Shareholder's ownership of his or its Shareholder Common Stock to be transferred free and clear of all liens, warranties claims, and encumbrances, (ii) such Shareholder's power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; PROVIDED FURTHER, HOWEVER, that the obligation of such Shareholder to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Shareholders selling Shareholder Common Stock, and the liability of each such Shareholder will be in the proportion thereto, and PROVIDED FURTHER that such liability will be limited to, the allocable share of claim net amount received by such Shareholder from the sale of his or agreements regarding its Shareholder Common Stock pursuant to such Selling Holder, such Selling Holder's Registrable Securities and such Selling Holder's intended method of distribution or any other representations required by applicable lawregistration.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in section 2.2 and subject to the provisions of section 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject provided that if the managing underwriter of such underwritten offering shall inform the holders of the Registrable Securities requesting such registration and the holders of any other shares of securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the provisions rights under section 2.2 by letter of Section 2.1(bits belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other shares of securities so requested to be included would interfere with the successful marketing of the securities (other than such Registrable Securities and other shares of securities so requested to be included) by the underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities and shares of other securities so requested to be included which may be included in such underwritten offering without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and of such other shares of securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and shares of such other securities so requested to be included, the registration of which shall have been requested by each holder of Registrable Securities and by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and Securities, such Selling Holderholder's intended method of distribution or and any other representations representation required by applicable law.

Incidental Underwritten Offerings. If Subject to the provisions of the proviso to the first sentence of Section 3.2, if the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by (other than pursuant to Section 2.1 3.1 or pursuant to a Special Registration), whether or not for its own account, and such securities are to be distributed by or through one or more underwriters, the Company willwill give prompt written notice to all holders of Registrable Securities of its intention to do so and will use its best efforts, if requested by any Selling Holder holder of Registrable Securities, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company those to be distributed by such underwriters, subject to the provisions of Section 2.1(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company (and, if applicable, Remington) and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company (and, if applicable, Remington) 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 the underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Any such Selling Holder Such holders of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company Company, Remington or the underwriters other than (i) representations, warranties or agreements regarding such Selling Holder, such Selling Holder's Registrable Securities holder and such Selling Holderholder's intended method of distribution or and (ii) any other representations required by applicable law; provided, that no holder of Registrable Securities shall have any indemnification obligations inconsistent with Section 3.7 hereof.

Incidental Underwritten Offerings. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 1.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Piggy-Back Requesting Holder of Registrable Securities, use its best reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Piggy-Back Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.1(b1.3(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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 SecuritiesSecurities (except as such representations, warranties or conditions apply to such holders). Any such Selling PiggyBack Requesting Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Piggy-Back Requesting Holder, such Selling Piggy-Back Requesting Holder's Registrable Securities and such Selling Piggy-Back Requesting Holder's intended method of distribution or any other representations required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder SBM as provided in section 2.2 and subject to the provisions of Registrable Securitiessection 2.2(c), use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities Registerable Shares to be offered and sold by such Selling Holder SBM among the securities of the Company to be distributed by such underwriters, subject provided that if the managing underwriter of such underwritten offering shall notify the Requesting Holders, in writing, of its belief that inclusion in such underwritten distribution of all or a specified number of the Requested Shares would interfere with the successful marketing of the securities (other than the Requested Shares) by the underwriters (such writing to state the basis of such belief and the approximate number of such Requested Shares which may be included in such underwritten offering without such effect), then the Company may, upon written notice to the provisions Requesting Holders, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect, and based on the number of Section 2.1(b)shares of Common Stock held by each Requesting Holder) a number of such Requested Shares so that the resultant aggregate number of such Requested Shares which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter’s notice. The holders of Registrable Securities to be distributed by such underwriters Requesting Holders shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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 the Requesting 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 Requesting Holders. Any such Selling No Requesting Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holder's Registrable Securities holder’s Requested Shares and such Selling Holder's holder’s intended method of distribution or and any other representations representation required by applicable law.

Incidental Underwritten Offerings. If the registration statement under which the Company proposes to register any of its securities gives notice under the Securities Act as contemplated by Section 2.1 and such securities are to be distributed by or through one or more underwriters2.2 is for an underwritten offering, the Company will, if requested by any Selling Holder shall so advise the holders of Registrable Securities. In such event, use its best efforts to arrange for the right of any such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.1(b). The holders holder of Registrable Securities to be distributed by such underwriters included in a registration pursuant to this Section 2.2 shall be parties conditioned upon such holder of Registrable Securities participation in such underwriting and the inclusion of such holder of Registrable Securities in the underwriting to the underwriting agreement between the Company and such underwriters and such extent provided herein. All holders of Registrable Securities may, at proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the option underwriter or underwriters selected for such underwriting by the Company. Notwithstanding any other provision of the holders of Agreement, if the underwriter determines in good faith that marketing factors require a majority limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; second, to the Qualified Holders and any other stockholders of the Company holding registration rights pari passu with those granted hereunder on a pro rata basis based on the total number of Registrable Securities held by the Qualified Holders and such other holders; and third, to any other stockholder of the Company (other than a Qualified Holder or a stockholder of the Company holding registration rights pari passu with those granted hereunder) on a pro rata basis. No such reduction shall reduce the securities being offered by the Company for its own account to be distributed by such underwriters, require that included in the registration and underwriting. If any or all Qualified Holder disapproves of the representations and warranties byterms of any such underwriting, such Qualified Holder may elect to withdraw therefrom by written notice to the Company and the other agreements on underwriter, delivered at least ten (10) business days prior to the part ofeffective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be excluded and withdrawn from the registration. For any Qualified Holder which is a partnership or corporation, the Company to partners, retired partners and stockholders of such Qualified Holder, or the estates and family members of any such partners and retired partners and any trusts 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 foregoing person shall be deemed to be a single "Qualified Holder", and any pro rata reduction with respect to such "Qualified Holder" shall be based upon the obligations aggregate amount of shares carrying registration rights owned by all entities and individuals included in such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Any such Selling Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling "Qualified Holder, such Selling Holder's Registrable Securities and such Selling Holder's intended method of distribution or any other representations required by applicable law," as defined in this sentence.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in Section 2.2 and subject to the provisions of Section 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters. In the event that the managing underwriter of such underwritten offering shall inform the Company and the holders of the Registrable Securities requesting the inclusion of Registrable Securities in such offering by letter of its belief that the number of securities requested to be included in such offering would materially adversely affect such offering, subject then the Company may include in such offering all securities proposed by the Company to be sold for its own account and may decrease the number of Registrable Securities and other securities so requested to be included in such offering pro rata among the holders thereof on the basis of the numbers of such securities requested to be included by such holders) to the provisions extent necessary to reduce the number of Section 2.1(b)securities to be included in such offering to the level recommended by the managing underwriter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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 shall also be conditions precedent to the obligations of such holders of Registrable Securities. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution and any other representation required under the Securities Act or any other representations required applicable state securities laws in connection with any registration contemplated by applicable lawSection 2.1 or 2.2.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in Section 2.2 and subject to the provisions of Section 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters. In the event that the managing underwriter of such underwritten offering shall inform the Company and the holders of the Registrable Securities requesting the inclusion of Registrable Securities in such offering by letter of its belief that the number of securities requested to be included in such offering exceeds the number which can be sold in such offering, subject then the Company may include in such offering all securities proposed by the Company to be sold for its own account and will include in such registration, to the provisions extent of Section 2.1(bthe number which the Company is so advised can be sold in such offering, FIRST, all securities proposed by the Company to be sold for its own account, SECOND, such Registrable Securities requested to be included in such offering pro rata on the basis of the numbers of such Registrable Securities so requested to be include and THIRD, all other securities of the Company requested to be included in such registration pro rata on the basis of the numbers of such securities so requested to be included). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir option, require that any or all 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 shall also be conditions precedent to the obligations of such holders of Registrable Securities. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties Warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution or and any other representations representation required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in Section 2.2 and subject to the provisions of Section 2.2(b), use its best reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject PROVIDED that if the managing underwriter of such underwritten offering shall inform the holders of the Registrable Securities requesting such registration and the holders of any other securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the provisions rights under Section 2.2 by letter of Section 2.1(bits belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other securities so requested to be included would interfere with the successful marketing of the securities by the underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities and shares of other securities so requested to be included which may be included in such underwritten offering without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and of such other securities so requested to be included, exclude PRO RATA from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and shares of such other securities so requested to be included the registration of which shall have been requested by each holder of Registrable Securities and by the holders of such other securities so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriters, 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 SecuritiesCompany. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution or and any other representations representation required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in section 2.2 and subject to the provisions of section 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.1(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution or and any other representations representation required by applicable lawlaw or to make any agreements with the Company or the underwriters with respect to indemnification of any Person or the contribution obligations of any Person that would impose any obligation which is broader than the indemnity furnished by such holder pursuant to the provisions of section 2.7. In addition, the Requesting Holders shall cooperate with the Company in an effort to provide that any such agreement will contain a provision modifying the indemnification of the underwriter to the effect that the Company will not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities with respect to any preliminary prospectus, to the extent that any such loss, claim, damage or liability of such underwriter results from such underwriter having sold Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus, if the Company has previously furnished thereof to such underwriter and such final prospectus as then amended or supplemented, has corrected any such misstatement or omission.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 section 13.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in section 13.2 and subject to the provisions of section 13.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject provided -------- that if the managing underwriter of such underwritten offering shall inform the holders of the Registrable Securities requesting such registration and the holders of any other shares of securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the provisions rights under section 13.2 by letter of Section 2.1(bits belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other shares of securities so requested to be included would interfere with the successful marketing of the securities (other than such Registrable Securities and other shares of securities so requested to be included) by the underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities and shares of other securities so requested to be included which may be included in such underwritten offering without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and of such other shares of securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and shares of such other securities so requested to be included the registration of which shall have been requested by each holder of Registrable Securities and by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriters letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution or and any other representations representation required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 2, whether or not pursuant to registration rights granted to other holders of its securities and whether or not for sale for its own account, and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in Section 2 and subject to the provisions of this Section 4(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject ; provided that if the managing underwriter of such underwritten offering shall advise the Company in writing (with a copy to the provisions holders of Registrable Securities requesting such registration) that, in its opinion the total number of shares which the Company, the holders of Registrable Securities and any other holders of securities of the Company propose to be included in such registration is sufficiently large to materially and adversely affect the success of such offering (such writing to state the basis of such opinion and the approximate number of such securities which may be included in such offering without such effect), then after inclusion of the number of securities to be sold by the Company for its own account and the number of securities to be included pursuant to contractual demand registration rights (other than the contractual registration rights set forth herein) in such registration, the amount of securities to be offered for the accounts of holders of Registrable Securities shall be reduced pro rata (in accordance with the number of Registrable Securities requested to be included in such registration) to the extent necessary to reduce the total amount of securities to be included in such offering to the amount recommended by such managing underwriter; provided that if securities are being offered for the account of other Persons as well as the Company, such reduction shall not represent a greater fraction of the number of securities intended to be offered by holders of Registrable Securities than the fraction of similar reductions imposed on such other Persons over the amount of securities they intended to offer. Any holder of Registrable Securities to be included in such registration may withdraw its request to have its securities so included by notice to the Company promptly after receipt of a copy of a notice from the managing underwriter pursuant to this Section 2.1(b4(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Holder Except as set forth in this Agreement, no holder of Registrable Securities shall not be required (i) to make any representations or warranties to or agreements with the Company or the underwriters other than customary representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution and any other representation required by law or (ii) to indemnify (or contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8, except to the extent that the other holders of securities included in such registration statement (other than holders of Registrable Securities) have agreed to make such representations required by applicable lawand warranties or to indemnify the Company in connection with such registration.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in Section 2.2 and subject to the provisions of Section 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters. In the event that the managing underwriter of such underwritten offering shall inform the Company and the holders of the Registrable Securities requesting the inclusion of Registrable Securities in such offering by letter of its belief that the number of securities requested to be included in such offering exceeds the number which can be sold in such offering, subject then the Company may include in such offering all securities proposed by the Company to be sold for its own account and will include in such registration, to the provisions extent of Section 2.1(bthe number which the Company is so advised can be sold in such offering, FIRST, all securities proposed by the Company to be sold for its own account, SECOND, such Registrable Securities requested to be included in such offering pro rata on the basis of the numbers of such Registrable Securities so requested to be included and THIRD, all other securities of the Company requested to be included in such registration pro rata on the basis of the numbers of such securities so requested to be included). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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 underwrites under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties Warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution or and any other representations representation required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 section 9.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in section 9.2 and subject to the provisions of section 9.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject provided that if the managing underwriter of such underwritten offering shall inform the holders of the Registrable Securities requesting such registration and the holders of any other shares or securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the provisions rights under section 9.2 by letter of Section 2.1(bits belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other shares or securities so requested to be included would interfere with the successful marketing of the securities (other than such Registrable Securities and other shares or securities so requested to be included) within a price range acceptable to the Company or in the case of a secondary offering, the holders of securities other than Registrable Securities requested to be included in such registration by the underwriters (such writing to state the basis of such belief and approximate number of such Registrable Securities and shares or other securities so requested to be included which may be included in such underwritten offering without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and of such other shares or securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and shares or such other securities so requested to be included the registration of which shall have been requested by each holder of Registrable Securities and by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares or securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution or and any other representations representation required by applicable law. Notwithstanding the foregoing, with respect to any registration initiated pursuant to the exercise of "demand" registration rights by any holder of securities of the Company other than the holders of Registrable Securities, the holders of Registrable Securities shall have no right to include any Registrable Securities in such registration unless all of the securities requested to be registered by the holders exercising such "demand" registration rights have been included in such registration and have not been subjected to any reduction by underwriters.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 9.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in Section 9.2 and subject to the provisions of Section 9.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject provided that if the managing underwriter of such -------- underwritten offering shall inform the holders of the Registrable Securities requesting such registration and the holders of any other shares or securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the provisions rights under Section 9.2 by letter of Section 2.1(bits belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other shares or securities so requested to be included would interfere with the successful marketing of the securities (other than such Registrable Securities and other shares or securities so requested to be included) by the underwriters (such writing to state the basis of such belief and approximate number of such Registrable Securities and shares or other securities so requested to be included which may be included in such underwritten offering without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and of such other shares or securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and shares or such other securities so requested to be included the registration of which shall have been requested by each holder of Registrable Securities and by the holders of such other shares or securities, so that the resultant aggregate number of such Registrable Securities and of such other shares or securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution or and any other representations representation required by applicable law.

Incidental Underwritten Offerings. If the Company at any --------------------------------- time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in section 2.2 and subject to the provisions of section 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.1(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method or methods of distribution or and any other representations representation required by applicable lawlaw or to make any agreements with the Company or the underwriters with respect to indemnification of any Person or the contribution obligations of any Person that would impose any obligation which is broader than the indemnity furnished by such holder pursuant to the provisions of section 2.6. In addition, the holders of Registrable Securities shall cooperate with the Company in an effort to provide that any such agreement will contain a provision modifying the indemnification of the underwriter to the effect that the Company will not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities with respect to any preliminary prospectus, to the extent that any such loss, claim, damage or liability of such underwriter results from such underwriter having sold Registrable Securities to a person to whom there was not sent or given, at or prior to the written confirmation of such sale, a copy of the final prospectus, if the Company has previously furnished copies thereof to such underwriter and such final prospectus as then amended or supplemented, has corrected any such misstatement or omission.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in Section 2.2 and subject to the provisions of Section 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters. In the event that the managing underwriter of such underwritten offering shall inform the Company and the holders of the Registrable Securities requesting the inclusion of Registrable Securities in such offering by letter of its belief that the number of securities requested to be included in such offering would materially adversely affect such offering, subject then the Company may include in such offering all securities proposed by the Company to be sold for its own account and may decrease the number of Registrable Securities and other securities so requested to be included in such offering pro rata among the holders thereof on the basis of the numbers of such securities requested to be included by such holders to the provisions extent necessary to reduce the number of Section 2.1(b)securities to be included in such offering to the level recommended by the managing underwriter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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 shall also be conditions precedent to the obligations of such holders of Registrable Securities. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution and any other representation required under the Securities Act or any other representations required applicable state securities laws in connection with any registration contemplated by applicable lawSection 2.1 or Section 2.2.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Requesting Holder of Registrable SecuritiesSecurities as provided in Section 2.2 and subject to the provisions of Section 2.2(b), use its best reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject provided that if the managing underwriter of such underwritten offering shall inform the holders of the Registrable Securities requesting such registration by letter of its belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities would interfere with the successful marketing of the securities (other than such Registrable Securities) by the underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be included in such underwritten offering without such effect), then the Company may, upon written notice to all holders of such Registrable Securities, exclude pro rata from such underwritten offering (if and to the provisions extent stated by such managing underwriter to be necessary to eliminate such effect) the number of Section 2.1(b)such Registrable Securities so that the resultant aggregate number of such Registrable Securities shall be equal to the approximate number of shares stated in such managing underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, such Selling Holder's Registrable Securities and such Selling Holder's intended method of distribution or any other representations required by applicable law.

Incidental Underwritten Offerings. If the Company Cendant at any time proposes to register any shares of its securities Xxxx.xxx Stock under the Securities Act as contemplated by Section 2.1 2.2 and such securities are to be distributed by or through one or more underwriters, the Company Cendant will, if requested by any Selling Holder Liberty Digital as provided in Section 2.2 and subject to the provisions of Registrable SecuritiesSection 2.3, use its best reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder Liberty Digital among the securities of the Company to be distributed by such underwriters, subject PROVIDED that if the managing underwriter of such underwritten offering shall inform Liberty Digital and the holders of any other securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the provisions rights under Section 2.2 by letter of Section 2.1(bits belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other securities so requested to be included would interfere with the successful marketing of the securities by the underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities and shares of other securities so requested to be included which may be included in such underwritten offering without such effect). The , then Cendant may, upon written notice to Liberty Digital and all holders of such other securities so requested to be included, exclude PRO RATA from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and shares of such other securities so requested to be distributed included the registration of which shall have been requested by Liberty Digital and by the holders of such underwriters other securities so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be parties equal to the approximate number of shares stated in such managing underwriter's letter. Liberty Digital shall be a party to the underwriting agreement between the Company Cendant and such underwriters and such holders of Registrable Securities may, at the option underwriters. If as a result of the holders provisions of a majority of the Registrable Securities to be distributed by such underwriters, 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. Any such Selling Holder of Registrable Securities this Section 2.4(b) Liberty Digital shall not be required entitled to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, such Selling Holder's include all Registrable Securities and in a registration that it has requested to be so included, Liberty Digital may withdraw its request to include Registrable Securities in such Selling Holderregistration statement prior to its effectiveness provided such withdrawal is made within 1 business day of Liberty Digital's intended method receipt of distribution or any other representations required by applicable lawnotice of such event.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 SECTION 2.2 and such securities are to be distributed by or ----------- through one or more underwriters, the Company will, if requested by any Selling Requesting Holder of Registrable Securities, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.1(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Requesting Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Requesting Holder, such Selling Requesting Holder's Registrable Securities and such Selling Requesting Holder's intended method of distribution or any other representations required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 2.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in Section 2.3 and subject to the provisions of Sections 2.3(a), use its best efforts to 2.3(b) and 2.4, arrange for such underwriters to include all the Registrable Securities and Registrable Inside Shareholder Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.1(b). The holders of Registrable Securities and Registrable Inside Shareholder Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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 Registrable Inside Shareholder 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 and Registrable Inside Shareholder Securities. Any Other than as required under Section 2.4 hereof, any such Selling Holder holder of Registrable Securities or Registrable Inside Shareholder Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties warranties, or agreements typical in an offering of this type, including those regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities or Registrable Inside Shareholder Securities and such Selling Holderholder's intended method of distribution or distribution, any other representations information supplied by such holder to the Company for use in the Registration Statement and any other representation required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in Section 2.2 and subject to the provisions of Section 2.2(b), use its best reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject provided that if the managing underwriter of such underwritten offering shall inform the holders of the Registrable Securities requesting such registration, in respect of such underwritten offering, by letter of its belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities to requested to be included would interfere with the successful marketing of the securities (other than such Registrable Securities and other securities so requested to be included which may be included in such underwritten offering without such effect) then, the Company may, upon written notice to all holders of such Registrable Securities (and of such other shares so requested to be included) exclude pro rata from such underwritten offering (if and to the provisions extent stated by such managing underwriter to be necessary to eliminate such effect) the number of Section 2.1(b)such Registrable Securities and shares of such other securities so requested to be included in the registration of which shall have been requested by each holder of Registrable Securities and by the holders of such other securities so that the resultant aggregate number of such Registrable Securities and of such other shares or securities to requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir option, -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT - Page 7 (American International Petroleum Corporation) 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 other 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. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution or and any other representations required by applicable law.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 9.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in Section 9.2 and subject to the provisions of Section 9.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject provided that if the managing underwriter of such -------- underwritten offering shall inform the holders of the Registrable Securities requesting such registration and the holders of any other shares or securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the provisions rights under Section 9.2 by letter of Section 2.1(bits belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other shares or securities so requested to be included would interfere with the successful marketing of the securities (other than such Registrable Securities and other shares or -17- securities so requested to be included) within a price range acceptable to the Company or in the case of a secondary offering, the holders of securities other than Registrable Securities requested to be included in such registration by the underwriters (such writing to state the basis of such belief and approximate number of such Registrable Securities and shares or other securities so requested to be included which may be included in such underwritten offering without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and of such other shares or securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and shares or such other securities so requested to be included the registration of which shall have been requested by each holder of Registrable Securities and by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares or securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution or and any other representations representation required by applicable law. Notwithstanding the foregoing, with respect to any registration initiated pursuant to the exercise of "demand" registration rights by any holder of securities of the Company other than the holders of Registrable Securities, the holders of Registrable Securities shall have no right to include any Registrable Securities in such registration unless all of the securities requested to be registered by the holders exercising such "demand" registration rights have been included in such registration and have not been subjected to any reduction by underwriters.

Incidental Underwritten Offerings. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, subject to Section 2.9 hereof, if requested by any Selling Requesting Holder of Registrable Securities, Securities use its best efforts to arrange for such underwriters under writers to include all the Registrable Securities to be offered and sold by such Selling Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.1(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Requesting Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Requesting Holder, such Selling Requesting Holder's Registrable Securities and such Selling Requesting Holder's intended method of distribution or any other representations as otherwise required by applicable law. Notwithstanding the foregoing provisions of this Section 2.4(b), the Company need not include any Registrable Securities of any such Requesting Holder in an underwritten offering of the Company's securities if the inclusion of such Registrable Securities, in the opinion of the managing underwriter for such offering by the Company, might adversely affect such offering by the Company.

Incidental Underwritten Offerings. If the Company a Registering Party at any --------------------------------- time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 10.3 and such securities are to be distributed by or through one or more underwriters, the Company willRegistering Party will use its best efforts, if requested by any Selling Holder holder of Registrable SecuritiesSecurities who requests incidental registration of Registrable Securities in connection therewith pursuant to Section 10.3, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by or through such underwriters, subject provided that, for -------- purposes of this sentence, best efforts shall not require the Registering Party to reduce the provisions amount or sale price of Section 2.1(b)such securities proposed to be distributed by or through such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company Registering Party and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriters, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company Registering Party to and for the benefit of such underwriters underwriters, shall also be made to and for the benefit of such holders of Registrable Securities, and the Registering Party will cooperate with 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 end that the conditions precedent to the obligations of such holders of Registrable SecuritiesSecurities under such underwriting agreement shall not include conditions that are not customary in underwriting agreements with respect to combined primary and secondary distributions and shall be otherwise satisfactory to such holders. Any such Selling Holder Such holders of Registrable Securities shall not be required by the Registering Party to make any representations or warranties to or agreements with the Company Registering Party or the underwriters other than reasonable representations, warranties or agreements (including indemnity agreements customary in secondary offerings) regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method or methods of distribution or and any other representations representation required by applicable law.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 section 9.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in section 9.2 and subject to the provisions of section 9.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject provided that if the managing -------- underwriter of such underwritten offering shall inform the holders of the Registrable Securities requesting such registration and the holders of any other shares or securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the provisions rights under section 9.2 by letter of Section 2.1(bits belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other shares or securities so requested to be included would interfere with the successful marketing of the securities (other than such Registrable Securities and other shares or securities so requested to be included) by the underwriters (such writing to state the basis of such belief and approximate number of such Registrable Securities and shares or other securities so requested to be included which may be included in such underwritten offering without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and of such other shares or securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and shares or such other securities so requested to be included the registration of which shall have been requested by each holder of Registrable Securities and by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares or securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution or and any other representations representation required by applicable law.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 section 9.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in section 9.2 and subject to the provisions of section 9.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject provided that if the managing underwriter of such underwritten offering shall -------- inform the holders of the Registrable Securities requesting such registration and the holders of any other shares or securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the provisions rights under section 9.2 by letter of Section 2.1(bits belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other shares or securities so requested to be included would interfere with the successful marketing of the securities (other than such Registrable Securities and other shares or securities so requested to be included) by the underwriters (such writing to state the basis of such belief and approximate number of such Registrable Securities and shares or other securities so requested to be included which may be included in such underwritten offering without such effect), then the Company may, upon written notice to all holders of such Registrable Securities and of such other shares or securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and shares or such other securities so requested to be included the registration of which shall have been requested by each holder of Registrable Securities and by the holders of such other securities, so that the resultant aggregate number of such Registrable Securities and of such other shares or securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution or and any other representations representation required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes --------------------------------- to register any of its securities under the Securities Act as contemplated contem plated by Section 2.1 3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder of Registrable SecuritiesSecurities as provided in Section 3, use its best efforts to arrange for such underwriters underwrit ers to include all the Registrable Securities to be offered and sold by such Selling Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.1(b). The holders Holders of Registrable Regis trable Securities to be distributed by such underwriters shall be parties to the underwriting under writing agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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 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 Holders of Registrable Securities. Any such Selling Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, such Selling Holder's Registrable Securities and such Selling Holder's intended method of distribution or and any other representations representation required by applicable lawlaw or to make any agreements with the Company or the underwriters with respect to indemni fication of any Person or the contribution obligations of any Person that would impose any obligation beyond or inconsistent with the terms of this Agreement.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder the Investor as provided in Section 2.2 and subject to the provisions of Registrable SecuritiesSection 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder the Investor among the securities of the Company to be distributed by such underwriters, subject provided that if the managing underwriter of such underwritten offering shall inform the Investor by letter of its belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other securities so requested to be included would interfere with the successful marketing of the securities (other than such Registrable Securities and other securities so requested to be included) by the underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities and shares of other securities so requested to be included which may be included in such underwritten offering without such effect), then the Company may, upon written notice to the provisions Investor and of Section 2.1(b)such other shares of securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and shares of such other securities so requested to be included the registration of which shall have been requested by the Investor and so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters Investor shall be parties party to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwritersits 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 SecuritiesInvestor. Any such Selling Holder of Registrable Securities The Investor shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderthe Investor, such Selling Holderthe Investor's Registrable Securities and such Selling Holderthe Investor's intended method of distribution or and any other representations representation required by applicable law.

Incidental Underwritten Offerings. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, subject to Section 2.8 hereof, if requested by any Selling Requesting Holder of Registrable Securities, use its best efforts to Securities arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.1(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Requesting Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Requesting Holder, such Selling Requesting Holder's Registrable Securities and such Selling Requesting Holder's intended method of distribution or any other representations required by applicable law. Notwithstanding the foregoing provisions of this Section 2.4(b), the Company need not include any Registrable Securities of any Such Requesting Holder in an underwritten offering of the Company's securities if the inclusion of such Requesting Holder's securities, in the opinion of the managing underwriter for such offering by the Company, might adversely affect such offering by the Company.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in section 2.2 and subject to the provisions of section 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject provided that if the managing underwriter of such underwritten offering shall inform the holders of the Registrable Securities requesting such registration, in respect of such underwritten offering, by letter of its belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities so requested to be included would interfere with the successful marketing of the securities (other than such Registrable Securities and other securities so requested to be included which may be included in such underwritten offering without such effect) then, the Company may, upon written notice to all holders of such Registrable Securities and of such other shares so requested to be included) exclude pro rata from such underwritten offering (if and to the provisions extent stated by such managing underwriter to be necessary to eliminate such effect) the number of Section 2.1(b)such Registrable Securities and shares of such other securities so requested to be included the registration of which shall have been requested by each holder of Registrable Securities and by the holders of such other securities so that the resultant aggregate number of such Registrable Securities and of such other shares or securities so requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution or and any other representations representation required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Requesting Holder of Registrable SecuritiesSecurities as provided in Section 2.2 and subject to the provisions of Section 2.2(b), use its best reasonable efforts to arrange for such underwriters under writers to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject PROVIDED that if the managing underwriter of such underwritten offering shall inform the holders of the Registrable Securities requesting such registration by letter of its belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities would interfere with the successful marketing of the securities (other than such Registrable Securities) by the underwriters (such writing to state the basis of such belief and the approximate number of such Registrable Securities which may be included in such underwritten offering without such effect), then the Company may, upon written notice to all holders of such Registrable Securities, exclude PRO RATA from such underwritten offering (if and to the provisions extent stated by such managing underwriter to be necessary to eliminate such effect) the number of Section 2.1(b)such Registrable Securities so that the resultant aggregate number of such Registrable Securities shall be equal to the approximate number of shares stated in such managing underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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. Any such Selling Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, such Selling Holder's Registrable Securities and such Selling Holder's intended method of distribution or any other representations required by applicable law.

Incidental Underwritten Offerings. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder of Registrable Securities, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.1(b2.2(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriters, 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. Any such Selling Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, such Selling Holder's Registrable Securities and such Selling Holder's intended method of distribution or any other representations required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Holder holder of Registrable SecuritiesSecurities as provided in Section 2.2 and subject to the provisions of Section 2.2(a), use its best reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by such underwriters, subject PROVIDED that if the managing underwriter of such underwritten offering shall inform the holders of the Registrable Securities requesting such registration, in respect of such underwritten offering, by letter of its belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities to requested to be included would interfere with the successful marketing of the securities (other than such Registrable Securities and other securities so requested to be included which may be included in such underwritten offering without such effect) then, the Company may, upon written notice to all holders of such Registrable Securities (and of such other shares so requested to be included) exclude PRO RATA from such underwritten offering (if and to the provisions extent stated by such managing underwriter to be necessary to eliminate such effect) the number of Section 2.1(b)such Registrable Securities and shares of such other securities so requested to be included in the registration of which shall have been requested by each holder of Registrable Securities and by the holders of such other securities so that the resultant aggregate number of such Registrable Securities and of such other shares or securities to requested to be included which are included in such underwritten offering shall be equal to the approximate number of shares stated in such managing underwriter's letter. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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 other 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. Any such Selling Holder holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method of distribution or and any other representations required by applicable law.

Incidental Underwritten Offerings. If the Company Cendant at any time proposes to register any shares of its securities Xxxx.xxx Stock under the Securities Act as contemplated by Section 2.1 and such securities are to be distributed by or through one or more underwriters, the Company Cendant will, if requested by any Selling Holder NRT as provided in Section 2.1 and subject to the provisions of Registrable SecuritiesSection 2.2, use its best reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder NRT among the securities of the Company to be distributed by such underwriters, subject PROVIDED that if the managing underwriter of such underwritten offering shall inform NRT and the holders of any other securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the provisions rights under Section 2.1 by letter of Section 2.1(bits belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other securities so requested to be included would interfere with the successful marketing of the securities by the underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities and shares of other securities so requested to be included which may be included in such underwritten offering without such effect). The , then Cendant may, upon written notice to NRT and all holders of such other securities so requested to be included, exclude PRO RATA from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and shares of such other securities so requested to be distributed included the registration of which shall have been requested by NRT and by the holders of such underwriters other securities so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be parties equal to the approximate number of shares stated in such managing underwriter's letter. NRT shall be a party to the underwriting agreement between the Company Cendant and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriters, 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. Any such Selling Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, such Selling Holder's Registrable Securities and such Selling Holder's intended method of distribution or any other representations required by applicable law.

Incidental Underwritten Offerings. If the Company HALIS at any time proposes --------------------------------- to register any of its securities under the Securities Act as contemplated by Section 2.1 10.3 and such securities are to be distributed by or through one or more underwriters, the Company willHALIS will use its best efforts, if requested by any Selling Holder holder of Registrable SecuritiesSecurities who requests incidental registration of Registrable Securities in connection therewith pursuant to Section 10.3, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder holder among the securities of the Company to be distributed by or through such underwriters, subject provided that, for purposes of this sentence, best efforts shall -------- not require HALIS to reduce the provisions amount or sale price of Section 2.1(b)such securities proposed to be distributed by or through such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company HALIS and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriters, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company HALIS to and for the benefit of such underwriters underwriters, shall also be made to and for the benefit of such holders of Registrable Securities, and HALIS will cooperate with 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 end that the conditions precedent to the obligations of such holders of Registrable SecuritiesSecurities under such underwriting agreement shall not include conditions that are not customary in underwriting agreements with respect to combined primary and secondary distributions and shall be otherwise satisfactory to such holders. Any such Selling Holder Such holders of Registrable Securities shall not be required by HALIS to make any representations or warranties to or agreements with the Company HALIS or the underwriters other than reasonable representations, warranties or agreements (including indemnity agreements customary in secondary offerings) regarding such Selling Holderholder, such Selling Holderholder's Registrable Securities and such Selling Holderholder's intended method or methods of distribution or any other representations required by applicable lawdistribution.

Incidental Underwritten Offerings. If the Company Issuer at any time proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 2.2 and such securities are to be distributed by or through one or more underwriters, the Company Issuer will, if requested by any Selling Holder Purchaser as provided in Section 2.2 and subject to the provisions of Registrable SecuritiesSection 2.3, use its best commercially reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Holder Purchaser among the securities of the Company to be distributed by such underwriters, subject provided that if the managing underwriter of such underwritten offering shall inform Purchaser and the holders of any other securities which shall have exercised, in respect of such underwritten offering, registration rights comparable to the provisions rights under Section 2.2 by letter of Section 2.1(bits belief that inclusion in such underwritten distribution of all or a specified number of such Registrable Securities or of such other securities so requested to be included would interfere with the successful marketing of the securities by the underwriters (such letter to state the basis of such belief and the approximate number of such Registrable Securities and shares of other securities so requested to be included which may be included in such underwritten offering without such effect). The , then Issuer may, upon written notice to Purchaser and all holders of such other securities so requested to be included, exclude pro rata from such underwritten offering (if and to the extent stated by such managing underwriter to be necessary to eliminate such effect) the number of such Registrable Securities and shares of such other securities so requested to be distributed included in the registration of which shall have been requested by Purchaser and by the holders of such underwriters other securities so that the resultant aggregate number of such Registrable Securities and of such other shares of securities so requested to be included which are included in such underwritten offering shall be parties equal to the approximate number of shares stated in such managing underwriter's letter. Purchaser shall be a party to the underwriting agreement between the Company Issuer and such underwriters and such holders of Registrable Securities mayunderwriters. If, at the option as a result of the holders provisions of a majority of the Registrable Securities to be distributed by such underwritersthis Section 2.4(b), 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. Any such Selling Holder of Registrable Securities Purchaser shall not be required entitled to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Selling Holder, such Selling Holder's include all Registrable Securities and in a registration that it has requested to be so included, Purchaser may withdraw its request to include Registrable Securities in such Selling Holder's intended method of distribution or any other representations required by applicable lawregistration statement prior to its effectiveness.

Incidental Underwritten Offerings. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.1 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Selling Requesting Holder of Registrable Securities, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Selling Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.1(b2.2(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and such holders of Registrable Securities may, at the option of the holders of a majority of the Registrable Securities to be distributed by such underwriterstheir 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 underwriters may require such holders of Registrable Securities to agree in such underwriting agreement to sell to such underwriters the Registerable Securities to be offered, in which event the holders may only participate pursuant to such agreement. Any such Selling Requesting Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding the identity of such Selling Requesting Holder, such Selling Requesting Holder's Registrable Securities and such Selling Requesting Holder's intended method of distribution or any other representations required by applicable law.