Common use of Incidental Underwritten Offerings Clause in Contracts

Incidental Underwritten Offerings. If the Company at any time proposes to register any shares of its Common Stock or Common Stock Equivalents under the Securities Act as contemplated by Section 4.2 and such Securities are to be distributed by or through one or more underwriters, the Company and the Selling Stockholders who hold shares of Common Stock or Common Stock Equivalents to be distributed by such underwriters in accordance with Section 4.2 hereof shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of them and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to their obligations. The Company may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of the Selling Stockholders to and for the benefit of such underwriters shall also be made to and for the benefit of the Company with due regard to the amount of Securities being sold by such Selling Stockholder and the nature of such representations, warranties and agreements and the underwriting.

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 shares of its Common Stock or Common Stock Equivalents equity securities under the Securities Act as contemplated by (other than pursuant to Section 4.2 3.1 or pursuant to a Special Registration), whether or not for its own account, and such Securities securities are to be distributed by or through one or more underwriters, the Company will give prompt written notice to all Holders of its intention to do so and, if requested by any Holder, will use its reasonable best efforts to arrange for such underwriters to include the Registrable Securities to be offered and the Selling Stockholders who hold shares sold by such holder among those to be distributed by such underwriters. The Holders of Common Stock or Common Stock Equivalents Registrable Securities to be distributed by such underwriters in accordance with Section 4.2 hereof shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of them such Holders 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 their obligationsthe obligations of such Holders. The No such Holder shall be required by the Company mayto make any representations or warranties to, at its optionor agreements with, require that any the Company or all of the representations underwriters other than as set forth in Sections 3.4(e) and warranties by3.7(b), and the other agreements on the part of the Selling Stockholders to and for the benefit of such underwriters shall also be made to and for the benefit of the Company with due regard to the amount of Securities being sold by such Selling Stockholder and the nature of such representations, warranties or agreements regarding such Holder and agreements such Holder's intended method of distribution and the underwritingany other representations required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any shares of its Common Stock or Common Stock Equivalents Equivalents, as the case may be, under the Securities Act as contemplated by Section 4.2 and such Securities are to be distributed by or through one or more underwriters, the Company and the Selling Stockholders who hold shares of Common Stock or Common Stock Equivalents Equivalents, as the case may be, to be distributed by such underwriters in accordance with Section 4.2 hereof shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of them and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to their obligations. The Company may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of of, the Selling Stockholders to and for the benefit of such underwriters shall also be made to and for the benefit of the Company with due regard to the amount of Securities being sold by such Selling Stockholder and the nature of such representations, warranties and agreements and the underwriting.

Incidental Underwritten Offerings. If the Company at any time proposes to register any shares of its Common Stock or Common Stock Equivalents under the Securities Act as contemplated by Section 4.2 3 and such Securities shares of Common Stock are to be distributed by or through one or more underwriters, the Company and the Selling Stockholders who hold shares of Common Stock or Common Stock Equivalents to be distributed by such underwriters in accordance with Section 4.2 hereof FTDI shall be parties a party to the underwriting agreement between the Company and such underwriters and may, at their its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of them FTDI and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to their FTDI's obligations. The Company may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of the Selling Stockholders FTDI to and for the benefit of such underwriters shall also be made to and for the benefit of the Company with due regard to the amount of Securities Registrable Shares being sold by such Selling Stockholder FTDI and the nature of such representations, warranties and agreements and the underwriting.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any shares of its Common Stock or Common Stock Equivalents under the Securities Act as contemplated by Section 4.2 and such Securities shares of Common Stock are to be distributed by or through one or more underwriters, the Company and the Selling Stockholders who hold shares of Common Stock or Common Stock Equivalents Securities to be distributed by such underwriters in accordance with Section 4.2 hereof shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of them and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to their obligations. The Company may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of the Selling Stockholders to and for the benefit of such underwriters shall also be made to and for the benefit of the Company with due regard to the amount of Securities being sold by such Selling Stockholder and the nature of such representations, warranties and agreements and the underwriting.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any shares of its Common Stock or Common Stock Equivalents under the Securities Act as contemplated by Section 4.2 4 and such Securities shares of Common Stock are to be distributed by or through one or more underwriters, the Company and the Selling Registering Stockholders who hold shares of Common Stock or Common Stock Equivalents to be distributed by such underwriters in accordance with Section 4.2 4 hereof shall be parties to the underwriting agreement between the Company and such underwriters (which underwriters shall be investment banking firms of national reputation and the same underwriters, if any, who underwrite the distribution of the shares of Common Stock for the account of the Company and/or Persons whose shares of Common Stock are covered by such Registration Statement) and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of them and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to their obligations. The Company may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of of, the Selling Registering Stockholders to and for the benefit of such underwriters shall also be made to and for the benefit of the Company with due regard to the amount of Registrable Securities being sold by such Selling Registering Stockholder and the nature of such representations, warranties and agreements and the underwriting.

Incidental Underwritten Offerings. If the Company at any time proposes to register any shares of its Common Stock or Common Stock Equivalents common stock under the Securities Act as contemplated by Section 4.2 3.2 and such Securities shares are to be distributed by or through one or more underwriters, the Company and and, if the managing underwriter shall elect in writing to include the shares of Shareholder Common Stock sought to be included in such registration, the Selling Stockholders Securityholders who hold shares of Shareholder Common Stock or Common Stock Equivalents to be distributed by such underwriters in accordance with Section 4.2 3.2 hereof shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of them and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to their obligations. The Company may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of the Selling Stockholders Securityholders to and for the benefit of such underwriters shall also be made to and for the benefit of the Company with due regard to the amount of Securities being sold by such Selling Stockholder and the nature of such representations, warranties and agreements and the underwritingCompany.

Incidental Underwritten Offerings. If the Company at any time proposes to register any shares of its Common Stock or Common Stock Equivalents common stock under the Securities Act as contemplated by Section 4.2 3.2 and such Securities shares are to be distributed by or through one or more underwriters, the Company and and, if the Selling Stockholders managing underwriter shall elect in writing to include the shares of the Shareholder Common Stock sought to be included in such registration, the Holders who hold shares of Shareholder Common Stock or Common Stock Equivalents to be distributed by such underwriters in accordance with Section 4.2 hereof 3.2 shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of them and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to their obligations. The Company may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of the Selling Stockholders Holders to and for the benefit of such underwriters shall also be made to and for the benefit of the Company with due regard to the amount of Securities being sold by such Selling Stockholder and the nature of such representations, warranties and agreements and the underwritingCompany.

Incidental Underwritten Offerings. If the Company Parent at any time proposes --------------------------------- to register any shares of its Common Stock or Common Stock Equivalents Equivalents, as the case may be, under the Securities Act as contemplated by Section 4.2 and such Securities are to be distributed by or through one or more underwriters, the Company Parent and the Selling Stockholders who hold shares of Common Stock or Common Stock Equivalents Equivalents, as the case may be, to be distributed by such underwriters in accordance with Section 4.2 hereof shall be parties to the underwriting agreement between the Company Parent and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company Parent to and for the benefit of such underwriters shall also be made to and for the benefit of them and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to their obligations. The Company Parent may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of of, the Selling Stockholders to and for the benefit of such underwriters shall also be made to and for the benefit of the Company Parent with due regard to the amount of Securities being sold by such Selling Stockholder and the nature of such representations, warranties and agreements and the underwriting.

Incidental Underwritten Offerings. If the Company at any time proposes to register any shares of its Common Stock or Common Stock Equivalents securities under the Securities Act as contemplated by Section 4.2 3 and such Securities securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Holder of Registrable Securities as provided in Section 3, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Holder among the Selling Stockholders who hold shares securities to be distributed by such underwriters. The Holders of Common Stock or Common Stock Equivalents Registrable Securities to be distributed by such underwriters in accordance with Section 4.2 hereof shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of them such Holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to their obligations. The Company may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of the Selling Stockholders to and for the benefit obligations of such underwriters shall also be made to and for the benefit Holders of the Company with due regard to the amount Registrable Securities. Any such Holder of Securities being sold by such Selling Stockholder and the nature of such representations, warranties and agreements and the underwriting.Registrable

Incidental Underwritten Offerings. If the Company at any time proposes to register any shares of its Common Stock or Common Stock Equivalents securities under the Securities Act as contemplated by Section 4.2 1.2 and such Securities securities are to be distributed by or through one or more underwriters, the Company will, if requested by the Stockholder and subject to the Selling Stockholders who hold shares provisions of Common Stock or Common Stock Equivalents Section 1.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by the Stockholder among the securities of the Company to be distributed by such underwriters in accordance with Section 4.2 hereof underwriters. The Stockholder shall be parties party to the underwriting agreement between the Company and such underwriters and may, at their his 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 his benefit of such underwriters shall also be made to and for the benefit of them and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to their his obligations. The Company may, at its option, require that Stockholder shall not be required to make any representations or all of the representations and warranties by, and the other to or agreements on the part of the Selling Stockholders to and for the benefit of such underwriters shall also be made to and for the benefit of with the Company with due regard to or the amount of Securities being sold by such Selling Stockholder and the nature of such underwriters other than representations, warranties and or agreements regarding the Stockholder, the Stockholder's Registrable Securities and the underwritingStockholder'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 shares of its Common Stock or Common Stock Equivalents common stock under the Securities Act as contemplated by Section 4.2 3.2 and such Securities shares are to be distributed by or through one or more underwriters, the Company and the Selling Stockholders Securityholders who hold shares of Shareholder Common Stock or Common Stock Equivalents to be distributed by such underwriters in accordance with Section 4.2 3.2 hereof shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of them and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to their obligations. The Company may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of the Selling Stockholders Securityholders to and for the benefit of such underwriters shall also be made to and for the benefit of the Company with due regard to the amount of Securities being sold by such Selling Stockholder and the nature of such representations, warranties and agreements and the underwritingCompany.

Incidental Underwritten Offerings. If the Company at any time proposes to register any shares of its Common Stock or Common Stock Equivalents securities under the Securities Act as contemplated by Section 4.2 2.2 and such Securities securities are to be distributed by or through one or more underwriters, (i) the managing underwriter or underwriters shall be selected by the Company, and (ii) the Company will, if requested by any Holder as provided in Section 2.2, and subject to the Selling Stockholders who hold shares provisions of Common Stock or Common Stock Equivalents Section 2.2(b), use its reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Holder among the securities to be distributed by such underwriters. The Holders of Registrable Securities to be distributed by such underwriters in accordance with Section 4.2 hereof shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of them such Holders 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 representations and warranties by, and the other agreements on the part of the Selling Stockholders to and for the benefit obligations of such underwriters shall also be made to and for the benefit of the Company with due regard to the amount of Securities being sold by such Selling Stockholder and the nature of such representations, warranties and agreements and the underwritingHolders.