Common use of Number of Fully Marketed Underwritten Offerings Clause in Contracts

Number of Fully Marketed Underwritten Offerings. The Stockholders shall be entitled to request no more than three (3) underwritten offerings pursuant to all of the Demand Registration Statements and Shelf Registration Statements and no more than one (1) underwritten offering pursuant to all of the Demand Registration Statements and Shelf Registration Statements in any 12 month period that requires involvement by management of the Company in road-show or similar marketing activities (a "Fully Marketed Underwritten Offering). If the Stockholders requesting a Demand Registration pursuant to Section 2(a) intend to distribute the Registrable Common Stock covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2(a) and the Company shall include such information in its written notice referred to in Section 2(b). In such event, (i) the right of any other Stockholders to include their Registrable Common Stock in such registration pursuant to Section 2(a) shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein, and (ii) all Stockholders including Registrable Common Stock in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Stockholders greater than the obligations of the Stockholders pursuant to Section 9. If the Stockholders request a Fully Marketed Underwritten Offering, the Company shall cause there to occur Full Cooperation in connection therewith. An underwritten offering shall not count as one of the permitted Fully Marketed Underwritten Offerings if there is not Full Cooperation in connection therewith.

Number of Fully Marketed Underwritten Offerings. The Stockholders Key Holders shall be entitled to request no more than three six (36) underwritten offerings (and no more than two (2) per Key Holder) Fully Marketed Underwritten Offerings pursuant to all of the Demand Registration Statements and Shelf Registration Statements and no more than one two (12) underwritten offering Fully Marketed Underwritten Offerings pursuant to all of the Demand Registration Statements and Shelf Registration Statements in any 12 month period that requires involvement by management of the Company in road-show or similar marketing activities (a "Fully Marketed Underwritten Offering)period. If the Stockholders requesting a Demand Registration pursuant to Section 2(a) intend Demanding Key Holder intends to distribute the Registrable Common Stock covered by their its request by means of an underwritinga Fully Marketed Underwritten Offering, they it shall so advise the Company as a part of their its request made pursuant to Section 2(a) and the Company shall include such information in its written notice referred to in Section 2(b). In such event, (i) the right of any other Stockholders Key Holder to include their its Registrable Common Stock in such registration pursuant to Section 2(a) shall be conditioned upon such other Stockholder's Key Holder’s participation in such underwriting Fully Marketed Underwritten Offering on the terms set forth herein, and (ii) all Stockholders Key Holders including Registrable Common Stock in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Stockholders Key Holders greater than the obligations of the Stockholders Key Holders pursuant to Section 910. If the Stockholders request a Key Holder requests a Fully Marketed Underwritten Offering, the Company shall cause there to occur Full Cooperation in connection therewith. An underwritten offering shall not count as one of the permitted Fully Marketed Underwritten Offerings if there is not Full Cooperation in connection therewith.

Number of Fully Marketed Underwritten Offerings. The Stockholders Stockholder shall be entitled to request no more than an aggregate of three (3) underwritten offerings pursuant to all of the Demand Registration Statements and Shelf Registration Statements and no more than one (1) underwritten offering pursuant to all of the Demand Registration Statements and Shelf Registration Statements in any 12 month period that requires involvement by management of the Company in road-show or similar marketing activities (a "Fully Marketed Underwritten Offering)Offerings pursuant to the Shelf Registration Statements; provided, that the Stockholder shall be entitled to request an additional Fully Marketed Underwritten Offering following the issuance of any Series II Exchange Warrants and an additional Fully Marketed Underwritten Offering following the issuance of any Series III Exchange Warrants. If the Stockholders requesting Stockholder then holding a Demand Registration pursuant to Section 2(a) intend to distribute the Registrable Common Stock covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 2(a) and the Company shall include such information in its written notice referred to in Section 2(b). In such event, (i) the right of any other Stockholders to include their Registrable Common Stock in such registration pursuant to Section 2(a) shall be conditioned upon such other Stockholder's participation in such underwriting on the terms set forth herein, and (ii) all Stockholders including Registrable Common Stock in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part majority of the Stockholders greater than the obligations of the Stockholders pursuant to Section 9. If the Stockholders outstanding Registrable Shares request a Fully Marketed Underwritten Offering, the Company shall cause there to occur Full Cooperation in connection therewith. An underwritten offering , but in no event shall not count as one of the permitted Xxxxxxx Xxxxx PCG, Inc. be prevented from requesting a Fully Marketed Underwritten Offerings if Offering (should any such Fully Marketed Underwritten Offering remain) so long as it holds any shares of Registrable Common Stock. Except as provided in this Section 2(b) or as otherwise provided in the Exchange Agreement, there is shall be no limitation on the number of sales or takedowns off any of the Shelf Registration Statements. Notwithstanding anything to the contrary contained herein, the Company shall not Full Cooperation be obligated to complete more than one Fully Marketed Underwritten Offering or Demand Registration (as defined below) in connection therewithany 90-day period.

Number of Fully Marketed Underwritten Offerings. The Stockholders Key Holders shall be entitled to request no more than three six (36) underwritten offerings (and no more than two (2) per Key Holder) Fully Marketed Underwritten Offerings pursuant to all of the Demand Registration Statements and Shelf Registration Statements and no more than one two (12) underwritten offering Fully Marketed Underwritten Offerings pursuant to all of the Demand Registration Statements and Shelf Registration Statements in any 12 twelve (12) month period that requires involvement by management of the Company in road-show or similar marketing activities (a "Fully Marketed Underwritten Offering)period. If the Stockholders requesting a Demand Registration pursuant to Section 2(a) intend Demanding Key Holder intends to distribute the Registrable Common Stock covered by their its request by means of an underwritinga Fully Marketed Underwritten Offering, they it shall so advise the Company as a part of their its request made pursuant to Section 2(a) and the Company shall include such information in its written notice referred to in Section 2(b). In such event, (i) the right of any other Stockholders Key Holder to include their its Registrable Common Stock in such registration pursuant to Section 2(a) shall be conditioned upon such other Stockholder's Key Holder’s participation in such underwriting Fully Marketed Underwritten Offering on the terms set forth herein, and (ii) all Stockholders Key Holders including Registrable Common Stock in such registration shall enter into an underwriting agreement upon customary terms with the underwriter or underwriters managing the offering; provided that such underwriting agreement shall not provide for indemnification or contribution obligations on the part of the Stockholders Key Holders greater than the obligations of the Stockholders Key Holders pursuant to Section 910. If the Stockholders request a Key Holder requests a Fully Marketed Underwritten Offering, the Company shall cause there to occur Full Cooperation in connection therewith. An underwritten offering shall not count as one of the permitted Fully Marketed Underwritten Offerings if there is not Full Cooperation in connection therewith.