Participation in Demand Registrations. The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the written consent of the holders of the majority of the Registrable Securities sought to be registered pursuant to such Demand Registration held by all the Demanding Holders. If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter selected by the Demanding Holders of a majority of the Registrable Securities held by all the Demanding Holders (which such underwriter shall be reasonably acceptable to the Company and whose fees and expenses shall be borne solely by the Company)) advises the Company and the Demanding Holders of a majority of the Registrable Securities held by all the Demanding Holders that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article II, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Demand Registration only such securities as the Company and the Demanding Holders of Registrable Securities sought to be registered therein are advised by such underwriter can be sold without such an effect (the “Maximum Demand Number”), as follows and in the following order of priority:
Participation in Demand Registrations. Except with the prior written consent of the Demanding Investor, the Company may not include any securities to be sold for the Company’s account or for the account of other Persons that are not holders of Registrable Securities, other than the other Investor and its Affiliates, in a Demand Registration. If, in connection with a Demand Registration, any managing underwriter advises the Company and the Demanding Investor that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article III, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Demand Registration only such securities as the Company, the Demanding Investor, and the other Investor are advised by such underwriter can be sold without such an effect (the “Maximum Demand Number”), as follows and in the following order of priority:
Participation in Demand Registrations. The Company shall not include any securities other than Registrable Securities in a Demand Registration, except (i) for Shares that the Company proposes to sell for its own account and (ii) with the written consent (such consent not to be unreasonably withheld, delayed or conditioned) of Stockholders participating in such Demand Registration that hold a majority of the Registrable Securities in such Demand Registration. If, in connection with a Demand Registration, the lead managing or co-managing underwriter(s) advise(s) the Company, in writing, that, in its opinion, the inclusion of all of the securities, including securities of the Company that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the distribution of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in such registration statement only such securities as the Company is advised by such underwriter(s) can be sold without such adverse effect (the “Maximum Amount”) as follows and in the following order of priority:
Participation in Demand Registrations. If the Company shall request inclusion in any registration pursuant to Section 3.2 of securities being sold for its own account, or if persons holding Other Shares shall request inclusion in any registration pursuant to Section 3.2, the Demand Holders shall, on behalf of all Holders, offer to include such securities in the registration and may condition such offer on such persons' acceptance of the further applicable provisions of this Agreement (including Section 6). The Company shall (together with all Holders and other persons proposing to distribute their securities through such registration) enter into an underwriting agreement in customary form with the representative of the underwriter or underwriters. Notwithstanding any other provision of this Section 3, if the managing underwriter shall preclude any shares of Common Stock from being included in the Registration Statement as to which a Holder has elected to exercise the piggy-back rights granted pursuant to Section 3.2 or otherwise impose a limitation on the number of shares of such Common Stock which may be included in a Registration Statement being filed pursuant to Section 3.2 because in its judgment, such limitation is necessary to effect an orderly public distribution, the number of shares to be included in the underwriting or registration, if any, shall be allocated as set forth in Section 3.7. If a person who has requested inclusion in such registration as provided above does not agree to the terms of any such underwriting, such person shall be excluded therefrom by written notice from the Company, the underwriter or the Demand Holders holding a majority of the securities being requested in such offering (not including such non-agreeing holders). Any Registrable Securities or other securities excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this Section 3.6, then the Company shall offer to all persons who have retained rights to include securities in the registration the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such persons requesting additional inclusion in accordance with Section 3.7.
Participation in Demand Registrations. The Company shall not include any Equity Securities other than Registrable Securities in a Demand Registration, except with the written consent of the Demanding Shareholder(s). If, in connection with a Demand Registration, any managing underwriter (or, if such Demand Registration is not an underwritten offering, a nationally recognized independent underwriter (which underwriter shall be reasonably acceptable to the Company and whose fees and expenses shall be borne solely by the Company, except that each Person selling securities in any secondary offering shall bear their proportionate share of any underwriter’s discounts, commissions and similar amounts)) selected by the Demanding Shareholder advises the Company and the Demanding Shareholder that, in its opinion, the inclusion of all the Registrable Securities sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Demand Registration only such securities as the Company and the Demanding Shareholder are advised by such underwriter can be sold without such an effect (the “Maximum Demand Number”), as follows and in the following order of priority:
Participation in Demand Registrations. Monsoon shall not include any securities other than Registrable Securities in a Demand Registration, except (i) for Monsoon Equity Securities that Monsoon proposes to sell and (ii) with the written consent (such consent not to be unreasonably withheld, delayed or conditioned) of Shareholders participating in such Demand Registration that hold a majority of the Registrable Securities in such Demand Registration. If, in connection with a Demand Registration, the lead managing or co- managing underwriter(s) advise(s) Monsoon, in writing, that, in its opinion, the inclusion of all of the securities, including securities of Monsoon that are not Registrable Securities, sought to be registered in connection with such Demand Registration would adversely affect the distribution of the Registrable Securities sought to be sold pursuant thereto, then Monsoon shall include in such registration statement only such securities as Monsoon is advised by such underwriter(s) can be sold without such adverse effect (the “Maximum Amount”) as follows and in the following order of priority:
Participation in Demand Registrations. If the managing underwriter advises the Company in writing, with a copy to the Shareholders that, in its opinion, the number of Registrable Securities requested to be included in a Demand Registration exceeds what can be sold in such offering without a material adverse effect on the offering, then the Company will advise the Shareholders and will include in such Demand Registration up to the maximum number of Registrable Securities requested to be included in such Demand Registration which the managing underwriter advises the Company can be sold in such offering and such Registrable Securities shall be allocated among the holders of Registrable Securities who have requested to be included in such Demand Registration, pro rata among such Persons on the basis of the number of Registrable Securities requested to be included in such Registration. If any holder of Registrable Securities disapproves of the number of reduced Registrable Securities that can be included on behalf of such holder, he may elect to withdraw therefrom by written notice to the Company, the underwriter and the other Shareholders.
Participation in Demand Registrations. Except with the prior written consent of JLL Partners, the Company may not include any securities to be sold for the Company’s account in a Demand Registration. If, in connection with a Demand Registration, any managing underwriter advises the Company and JLL Building Products that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article IV, other securities of the Company, in each case, sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Demand Registration only such securities as the Company and JLL Building Products are advised by such underwriter can be sold without such an effect (the “Maximum Demand Number”), as follows and in the following order of priority:
Participation in Demand Registrations. The Company shall not include any securities other than Registrable Securities in a Demand Registration, except with the written consent (such consent not to be unreasonably withheld, delayed or conditioned) of Shareholders participating in such Demand Registration that hold a majority of the Registrable Securities in such Demand Registration.
Participation in Demand Registrations. Except with the prior written consent of Wellspring III, the Company may not include any securities to be sold for the Company’s account in a Demand Registration other than a Piggyback Registration by HBK under Section 2.02 which shall not require Wellspring’s consent. If, in connection with a Demand Registration, any managing underwriter advises the Company and Wellspring that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this Article II, other securities of the Company sought to be registered in connection with such Demand Registration would adversely affect the marketability of the Registrable Securities sought to be sold pursuant thereto, then the Company shall include in the registration statement applicable to such Demand Registration only such securities as the Company and Wellspring are advised by such underwriter can be sold without such an effect (the “Maximum Demand Number”), as follows and in the following order of priority:
