Common use of Participation in Underwritten Offerings Clause in Contracts

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder 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 and these registration rights provided for in this Article II.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings hereunder an Underwritten Offering unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any the underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings hereunder an Underwritten Offering unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder 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 and these the registration rights provided for in this Article II.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings offering hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such customary underwriting arrangements and these the registration rights provided for in this Article II.

Participation in Underwritten Offerings. No Notwithstanding anything contained herein to the contrary, no Person may participate in any underwritten offerings Underwritten Offering pursuant to a registration hereunder unless such that Person (a) agrees to sell such Person’s its securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder 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 and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements Company and (b) 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 and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings offering hereunder unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved approved, subject to the terms and conditions hereof, by the Persons entitled hereunder Company and the holders of a majority of Registrable Securities to approve be included in such arrangements underwritten offering and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably (other than powers of attorney) required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings hereunder an Underwritten Offering unless such Person (ai) agrees to sell such Person’s 's securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any registration hereunder which is underwritten offerings hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder 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 and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Notwithstanding anything contained herein to the contrary, no Person may participate in any underwritten offerings hereunder Underwritten Offering pursuant to this Agreement unless such that Person (a) agrees to sell such Person’s its securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, custody agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings offering hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder agreement (which shall be reasonably satisfactory to approve such arrangements Person in form and substance) and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements customary questionnaires and other documents reasonably required under the terms of such customary underwriting arrangements and these registration rights provided for in this Article IIagreement.

Participation in Underwritten Offerings. No Person (including the Stockholder) may participate in any underwritten offerings offering pursuant to a registration effected hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder Stockholder, in the case of any underwritten offering pursuant to approve such arrangements a Demand Registration or any underwritten Shelf Takedown, or by the Company, in any other case and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, lockups and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings offering hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder 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 and these the registration rights provided for in this Article II.

Participation in Underwritten Offerings. No Person may participate in any an underwritten offerings hereunder offering unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any the underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings Underwritten Offering hereunder unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, lock-ups and other documents reasonably required under the terms of for such underwriting arrangements and these registration rights provided for arrangements. Nothing in this Article IISection 4(e) shall be construed to create any additional rights regarding the piggyback registration of Registrable Securities in any Person otherwise than as set forth herein.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings Underwritten Offering hereunder unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, lock-ups and other documents reasonably required under the terms of for such underwriting arrangements and these registration rights provided for arrangements. Nothing in this Article IISection 5(e) shall be construed to create any additional rights regarding the piggy-back registration of Registrable Securities in any Person otherwise than as set forth herein.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings hereunder an Underwritten Offering unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any the underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIaccordance herewith.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings Underwritten Offering hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements Company and (b) completes and executes all provides the questionnaires, powers of attorney, customary indemnities, underwriting agreements agreements, lock-ups (subject to Section 4(c)) and other documents reasonably required under the terms of for such underwriting arrangements and these registration rights provided for arrangements. Nothing in this Article IISection 4(e) shall be construed to create any additional rights regarding the piggyback registration of Registrable Securities in any Person otherwise than as set forth herein.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings hereunder an Underwritten Offering unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, lock-up agreements, and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings Underwritten Offerings hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder 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 and these registration rights provided for in this Article IIAgreement. Except as provided in Sections 2.1(d) and 2.2(b), the Company shall select the managing Underwriter or Underwriters in connection with any Underwritten Offering.

Participation in Underwritten Offerings. No Person holder may participate in any underwritten offerings hereunder an Underwritten Offering unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person (including the Shareholder) may participate in any underwritten offerings offering pursuant to a registration effected hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder Shareholder, in the case of any underwritten offering pursuant to approve such arrangements a Demand Registration or any underwritten Shelf Takedown, or by the Company, in any other case and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, lockups and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings Underwritten Offering hereunder unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, lock-ups and other documents reasonably required under the terms of for such underwriting arrangements and these registration rights provided for arrangements. Nothing in this Article IISection 9(d) shall be construed to create any additional rights regarding the piggyback registration of Registrable Securities in any Person otherwise than as set forth herein.

Participation in Underwritten Offerings. No Neither a Holder nor any other Person may participate in any underwritten offerings hereunder offering in which Registrable Securities are to be offered pursuant to this Section 2.2 unless such Person (ai) agrees to sell such Person’s 's securities on the basis provided in any underwriting arrangements approved approved, subject to the terms and conditions hereof, by the Persons entitled hereunder Company and the Holders to approve be included in such arrangements underwritten offering and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents (other than powers of attorney) reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings offering hereunder unless such Person (ai) agrees to sell such Person’s 's securities on the basis provided in any underwriting arrangements approved approved, subject to the terms and conditions hereof, by the Persons entitled hereunder holders of a majority of Registrable Securities to approve be included in such arrangements underwritten offering and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably (other than powers of attorney) required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings Underwritten Offering hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by VoteCo and the Persons entitled hereunder to approve such arrangements Company and (b) completes and executes all provides the questionnaires, powers of attorney, customary indemnities, underwriting agreements agreements, lock-ups (subject to Section 4(c) above) and other documents reasonably required under the terms of for such underwriting arrangements and these registration rights provided for arrangements. Nothing in this Article IISection 4(e) shall be construed to create any additional rights regarding the piggyback registration of Registrable Securities in any Person otherwise than as set forth herein.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings offering hereunder unless such Person person (ai) agrees to sell such Person’s 's securities on the basis provided in any underwriting arrangements approved approved, subject to the terms and conditions hereof, by the Persons entitled hereunder Company and the Holders of a majority of Registrable Securities to approve be included in such arrangements underwritten offering and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably (other than powers of attorney) required under the terms of such underwriting arrangements and these registration rights provided for in this Article II.arrangements. Notwithstanding the foregoing, no

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings Underwritten Offering hereunder unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, lock-ups and other documents reasonably required under the terms of for such underwriting arrangements and these registration rights provided for arrangements. Nothing in this Article IISection 7(d) shall be construed to create any additional rights regarding the piggyback registration of Restricted Securities in any Person otherwise than as set forth herein.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings Underwritten Offering hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements Company and (b) completes and executes all provides the questionnaires, powers of attorney, customary indemnities, underwriting agreements agreements, lock-ups (subject to Section 5(c) above) and other documents reasonably required under the terms of for such underwriting arrangements and these registration rights provided for arrangements. Nothing in this Article IISection 5(e) shall be construed to create any additional rights regarding the piggyback registration of Registrable Securities in any Person otherwise than as set forth herein.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings hereunder offering pursuant to this Agreement unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements in customary form approved by the Persons entitled hereunder under this Agreement 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 and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any an underwritten offerings hereunder offering unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any the underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements arrangements; and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings Underwritten Offering hereunder unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, lock-ups and other documents reasonably required under the terms of for such underwriting arrangements and these registration rights provided for arrangements. Nothing in this Article IISection 9 (b)(v) shall be construed to create any additional rights regarding the piggy-back registration of Registrable Securities in any Person otherwise than as set forth herein.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings registration hereunder that is an Underwritten Offering unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, opinions and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings hereunder offering pursuant to this Agreement unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements in customary form approved by the Persons entitled hereunder under this Agreement to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Neither an Investor nor any other Person may participate in any underwritten offerings hereunder offering in which Registrable Securities are to be offered pursuant to this Section 2.2 unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved approved, subject to the terms and conditions hereof, by the Persons entitled hereunder Company and the Investors to approve be included in such arrangements underwritten offering and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents (other than powers of attorney) reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings hereunder an Underwritten Offering unless such Person (ai) agrees to sell such Person’s 's securities on the basis provided in any the underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings hereunder Underwritten Offering under this Section 3.1 unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, lock-ups and other documents reasonably required under the terms of for such underwriting arrangements and these registration rights provided for arrangements. Nothing in this Article IISection 3.1(e) shall be construed to create any additional rights regarding the Piggy-Back registration of Registrable Securities in any Person otherwise than as set forth herein.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings Underwritten Offering hereunder unless such Person (a) agrees to sell such Person’s securities Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, lock-ups and other documents reasonably required under the terms of for such underwriting arrangements and these registration rights provided for arrangements. Nothing in this Article IISection 7.5 shall be construed to create any additional rights regarding the piggyback registration of Registrable Securities in any Person otherwise than as set forth herein.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings Underwritten Offering hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any customary underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements Corporation and (b) completes and executes all provides the questionnaires, powers of attorney, customary indemnities, underwriting agreements agreements, and other documents reasonably required under the terms of for such underwriting arrangements and these registration rights provided for arrangements. Nothing in this Article IISection 3(d) shall be construed to create any additional rights regarding the piggyback registration of Registrable Securities in any Person otherwise than as set forth herein.

Participation in Underwritten Offerings. No Notwithstanding anything contained herein to the contrary, no Person may participate in any underwritten offerings Underwritten Offering pursuant to a registration hereunder unless such that Person (a) agrees to sell such Person’s its securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder 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 and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings Underwritten Offerings hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder 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 and these registration rights provided for in this Article IIAgreement. The Company shall select the managing underwriter or underwriters in connection with any Underwritten Offering.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings offering hereunder unless such Person (ai) agrees to sell such Person’s 's securities on the basis provided in any underwriting arrangements approved approved, subject to the terms and conditions hereof, by the Persons entitled hereunder to approve such arrangements Company and the Trust and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably (other than powers of attorney) required under the terms of such underwriting arrangements and these registration rights provided for arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in this Article II.connection with such offering) shall require the Trust (i) to make any

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings hereunder an Underwritten Offering unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any the underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings hereunder unless such Person (a) agrees to sell such Person’s 's securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder 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 and these registration rights provided for in this Article II.

Participation in Underwritten Offerings. No Person may participate in any an underwritten offerings hereunder offering unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any the underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements; provided, however, that no Holder shall be required to enter into a lock-up arrangement with respect to any securities of the Company.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings hereunder Underwritten Offering unless such Person (ai) agrees to sell such Person’s 's securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings Underwritten Offerings hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder 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 and these registration rights provided for in this Article IIAgreement. Except as provided in the Consolidation Registration Rights Agreement, the Company shall select the managing Underwriter or Underwriters in connection with any Underwritten Offering.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings Underwritten Offering hereunder unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, lock-ups and other documents reasonably required under the terms of for such underwriting arrangements and these registration rights provided for arrangements. Nothing in this Article IISection 4(e) shall be construed to create any additional rights regarding the piggy-back registration of Registrable Securities in any Person otherwise than as set forth herein.

Participation in Underwritten Offerings. No Person person may participate in any underwritten offerings Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such Person person (a) agrees to sell such Personperson’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements Company and (b) completes and executes all customary questionnaires, powers of attorneyindemnities, indemnitieslock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings hereunder registration unless such Person (a) agrees to sell such Person’s 's securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder 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 and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Notwithstanding anything contained herein to the contrary, no Person may participate in any underwritten offerings Underwritten Offering pursuant to a registration hereunder unless such that Person (a) agrees to sell such Person’s its securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (provided that such arrangements treat all Holders on an equal and pari passu basis) 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 these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Notwithstanding anything contained herein to the contrary, no Person may participate in any underwritten offerings hereunder Underwritten Offering pursuant to this Agreement unless such that Person (a) agrees to sell such Person’s its securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers ACTIVE 248784068v.19 of attorney, indemnities, underwriting agreements, custody agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings hereunder an Underwritten Offering unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. No Person person may --------------------------------------- participate in any underwritten offerings hereunder offering pursuant to Section 3 unless such Person --------- person (a) agrees to sell such Person’s person's securities on the basis provided in any underwriting arrangements approved by the Persons persons entitled hereunder 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 and these registration rights provided for in this Article IIarrangements.

Participation in Underwritten Offerings. ​ No Person may participate in any registration hereunder which is underwritten offerings hereunder unless such Person (a) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder 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 and these registration rights provided for in this Article II.arrangements. ​

Participation in Underwritten Offerings. No Person may participate in any underwritten offerings Underwritten Offering hereunder unless such Person (ai) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, lock-ups and other documents reasonably required under the terms of for such underwriting arrangements and these registration rights provided for arrangements. Nothing in this Article IISection 10(d) shall be construed to create any additional rights regarding the piggyback registration of Registrable Securities in any Person otherwise than as set forth herein.