Common use of Participation in Demand Registrations Clause in Contracts

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 Any Registrable Securities or other securities excluded shall also be withdrawn from such registration. If shares are so withdrawn from the registration and the number of shares to be included in such registration was previously reduced as a result of marketing factors pursuant to this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the right to include additional securities in the registration in an aggregate amount equal to the number of shares so withdrawn, with such shares to be allocated among such persons requesting additional inclusion in accordance with Section 3.7.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. If 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 Stockholders that have elected to include Registrable Securities in such Demand Registration. If, in connection with a Demand Registration, any managing underwriter advises the Company and the holders of the Registrable Securities that, in its opinion, the inclusion of all the Registrable Securities and, if authorized pursuant to this paragraph, 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 (i) 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 statement applicable to such Demand Registration only such securities as the Company and may condition the holders of Registrable Securities sought to be registered therein (the "Selling Stockholders") are advised by such offer underwriter can be sold without such adverse effect (the "Maximum Demand Number"), and (ii) prior to the inclusion of any securities which are not Registrable Securities requested to be included which in the opinion of such underwriters can be sold in an orderly manner within the price range of such offering, all Registrable Securities held by the Selling Stockholders are included or, if all such shares exceed the Maximum Demand Number, a pro rata amount of such shares from each Selling Stockholder based on the amount of Registrable Securities requested to be included by each such persons' acceptance seller. If such Demand Registration is not an underwritten offering, the Demanding Holders of a majority of the further applicable provisions Registrable Securities to be registered therein shall select a nationally-recognized, independent underwriter, to be subject to the approval of this Agreement (including Section 6)the Company, which approval should not be unreasonably withheld or delayed to advise the Company and the Selling Stockholders concerning the Maximum Demand Number. The Company shall (together with bear all Holders the fees 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 expenses 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, underwriter and shall be allocated bound by such advice to the same extent 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 3.7preceding sentence.

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-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.