Participation in Underwritten Offering. No Person may participate in an Underwritten Offering hereunder unless such Person (a) agrees to sell such Person’s Shares on the basis provided in any underwriting arrangements and any lock-up arrangements approved by the Persons entitled to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements. Nothing in this Section shall be construed to create any additional rights regarding the registration of Shares in any Person otherwise than as set forth herein.
Participation in Underwritten Offering. No Holder may participate in any underwritten offering hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Person entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Registration Rights Agreement.
Participation in Underwritten Offering. 3.3.1 No person or entity may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.
Participation in Underwritten Offering. No Holder may participate in any Underwritten Offering unless such Holder (a) agrees to sell its Registrable Securities included in such registration on the basis provided in any underwriting arrangements approved by the holders of at least a majority of the Registrable Securities to be included in such registration, or by a Person appointed by such holders to act on their behalf to approve such arrangements, and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements, provided, however, that no Holder shall be required to make any representations or warranties to, or agreements with, the Company or any underwriters other than such representations, warranties or agreements as are customary and reasonably requested by the underwriters.
Participation in Underwritten Offering. No Registering Investor may participate in any Underwritten Offering hereunder unless such Registering Investor (a) agrees to sell such Registering Investor’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Company and the holders of a majority of the Registrable Securities included in such Underwritten Offering and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and the provisions of this Agreement in respect of such Registering Investor's registration rights.
Participation in Underwritten Offering. In connection with any offering under this Article 3 involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon in good faith between the Company or WFC, as the case may be, and the underwriters, and then only in such quantity as will not, in the good faith opinion of the underwriters, jeopardize the success of the offering by the Company. If, in the opinion of the managing underwriter, the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares, if any, that the managing underwriter in good faith believes may be sold without causing such adverse effect; provided that the Company shall include Registrable Shares in the priorities described below with respect to the Registration Statements described below:
(a) in the Company’s Initial Public Offering, first, all of the securities to be offered for the account of the Company; second, the Registrable Shares to be offered for the account of the WFC Holders pursuant to this Article 3 pro rata based on the number of Registrable Shares owned by each such WFC Holder, up to a maximum of $175,000,000 of gross proceeds attributable to such WFC Holders; third, the Registrable Shares to be offered for the account of the Holders pursuant to this Article 3 pro rata based on the number of Registrable Shares owned by each such Holder (reduced, in the case of WFC Holders, by the number of Registrable Shares included in such registration pursuant to the preceding clause); and fourth, any other securities requested to be included in such offering;
(b) in the first demand Registration Statement effected pursuant to a demand by WFC in accordance with Article 2, if applying the limitation described in Section 2.4(a)(i)(A), first, the Registrable Shares to be offered for the account of the WFC Holders pro rata based on the number of Registrable Shares owned by each such WFC Holder, up to a maximum of $175,000,000 of gross proceeds attributable to such WFC Holders less any amount of gross proceeds received by the WFC Holders in the Company’s Initial Public Offering; second, the Registrable Shares to be offered for the account of the Holders pursuant to this Article 3 pro rata based on the ...
Participation in Underwritten Offering. (a) Subject to the limitations of this Section 11.2, in the event that the Buyer files the Seller Registration Statement, each Seller agrees to participate in such registration and include all of such Seller’s Shares in the underwriting to the extent provided herein. All Sellers shall enter into an underwriting agreement in customary form (including with respect to indemnification) with the underwriter or underwriters selected for such underwriting by the Buyer.
(b) The Buyer shall pay the expenses incurred by it in complying with its obligations under this Section 11, including all registration and filing fees, exchange listing fees, fees and expenses of counsel for the Buyer, and fees and expenses of accountants for the Buyer, but excluding (i) any brokerage fees, selling commissions or underwriting discounts incurred by the Sellers in connection with sales under the Seller Registration Statement and (ii) the fees and expenses of any counsel retained by the Sellers, which shall remain the responsibility of the Sellers.
Participation in Underwritten Offering. Seller may not participate in any underwritten registration hereunder unless Seller (i) agrees to sell such its Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents reasonably required under the terms of such underwriting arrangements.
Participation in Underwritten Offering. In connection with any offering under this Article 2 involving an underwriting, the Company shall not be required to include any Registrable Shares in such underwriting unless the Holders thereof accept the terms of the underwriting as agreed upon in good faith between the WFC Holder making such demand and the underwriters selected by it, and then only in such quantity as will not, in the good faith opinion of the underwriters, jeopardize the success of the offering by the Company. If, in the opinion of the managing underwriter, the registration of all, or part of, the Registrable Shares that the Holders have requested to be included would materially and adversely affect such public offering, then the Company shall be required to include in the underwriting only that number of Registrable Shares, if any, that the managing underwriter in good faith believes may be sold without causing such adverse effect allocated, subject to Section 3.2, pro rata among the WFC Holders on the basis of the Registrable Shares held by such WFC Holders.
Participation in Underwritten Offering. No Person may participate in any registration pursuant to Section 3.1 or otherwise under this Agreement unless such Person (x) agrees to sell such Person's Registrable Securities that are the subject of the Demand Request on the basis provided in any reasonable, market standard underwriting arrangements and (y) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that no such Person shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Person's ownership of his, her or its Registrable Securities that are the subject of the Demand Request to be transferred free and clear of all liens, claims, and encumbrances, (ii) such Person'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 Person to indemnify pursuant to any such underwriting arrangements shall be several, not joint and several, among such Persons selling Registrable Securities, and the liability of each such Person shall be in proportion thereto, and shall be limited to, the net amount received by such Person from the sale of his or its Registrable Securities pursuant to such registration.
