Common use of Participation in Underwritten Offerings Clause in Contracts

Participation in Underwritten Offerings. No Person (other than the Company, which will be subject to and governed by the other terms and provisions of this Agreement) may participate in any underwritten offering hereunder unless such Person (i) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable Securities to be included in such underwritten offering and (ii) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities to make any representations or warranties to or agreements with the Company or the underwriters other than representations and warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Participation in Underwritten Offerings. No Person (other than the Company, which will be subject to and governed by the other terms and provisions of this Agreement) Holder may participate in any underwritten offering Underwritten Offering hereunder unless such Person Holder: (ia) agrees to sell such Person's securities Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, approved by the holders of a majority of Registrable Securities Persons entitled hereunder to be included in approve such underwritten offering and arrangements; and (iib) completes and executes all reasonable and customary questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements agreements, lock-up letters and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, provided that no underwriting agreement (or other agreement in connection with such offering) Holder shall require any holder of Registrable Securities be required to make any representations or warranties to or agreements with the Company or the underwriters (other than representations and warranties or agreements regarding such holder, such holder's Registrable Securities Holder and such holder's Holder’s intended method of distribution and distribution) or to undertake any other representation required by lawindemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 5 hereof.

Participation in Underwritten Offerings. No Person (other than holder of the Company, which will be subject to and governed by the other terms and provisions of this Agreement) Registrable Securities may participate in any underwritten offering Underwritten Offering hereunder unless such Person holder (ia) agrees to sell such Personholder's securities Registrable Securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, approved by the holders of a majority of Registrable Securities Persons entitled hereunder to be included in approve such underwritten offering arrangements and (iib) 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. Notwithstanding the foregoing; provided, that no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to or agreements with the Company or the underwriters underwriter(s) other than representations and warranties or agreements regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution and any other representation required by lawdistribution.

Participation in Underwritten Offerings. No Person (other than the Company, which will be subject to and governed by the other terms and provisions of this Agreement) Holder may participate in any underwritten offering hereunder unless such Person Holder (i) agrees to sell such Person's securities Holder’s Common Stock on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, approved by the holders of a majority of Registrable Securities to persons who have selected the underwriter (it being understood any such arrangements shall be included in such underwritten offering customary for registered secondary offerings) and (ii) accurately completes in a timely manner and executes all questionnaires, indemnitiespowers of attorney, underwriting agreements and other documents (other than powers of attorney) customarily required under the terms of such underwriting arrangements. Notwithstanding the foregoing; provided, however, that no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities Holder will be required to make any representations or warranties to or agreements with the Company or the underwriters other than provide representations and warranties or agreements regarding indemnities in any such holder, underwriting agreement that are not customary for investors of its type in such holder's transaction. The underwriter for any underwritten registration pursuant to this Section 2.1 shall be selected by the holders of a majority of the Registrable Securities being registered and such holder's intended method of distribution and any other representation required by lawshall be reasonably acceptable to the Company.

Participation in Underwritten Offerings. No Person (other than the Company, which will be subject to and governed by the other terms and provisions of this Agreement) Holder may participate in any underwritten offering Underwritten Offering hereunder unless such Person Holder: (ia) agrees to sell such Person's securities Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, approved by the holders of a majority of Registrable Securities Persons entitled hereunder to be included in approve such underwritten offering and arrangements; and (iib) completes and executes all reasonable and customary questionnaires, powers of attorney, custody agreements, indemnities, underwriting agreements agreements, lock-up letters and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, provided that no underwriting agreement (or other agreement in connection with such offering) Holder shall require any holder of Registrable Securities be required to make any representations or warranties to or agreements with the Company or the underwriters (other than representations and warranties or agreements regarding such holder, such holder's Registrable Securities Holder and such holder's Holder’s intended method of distribution and distribution) or to undertake any other representation required by lawindemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 6 hereof.

Participation in Underwritten Offerings. No Person (other than the Company, which will be subject to and governed by the other terms and provisions of this Agreement) may participate in any underwritten offering offerings hereunder unless such Person (ia) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, approved by the holders of a majority of Registrable Securities Persons entitled hereunder to be included in approve such underwritten offering arrangements and (iib) 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. Notwithstanding the foregoingarrangements and these registration rights provided for hereunder; provided, that no underwriting agreement (or other agreement in connection with such offering) shall require any holder Holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to or agreements with the Company or the underwriters (other than representations and warranties or agreements regarding such holderHolder, such holder's Registrable Securities Holder’s ownership of its shares of Common Stock to be sold in the offering and such holder's Holder’s intended method of distribution and distribution) or to undertake any other representation required by lawindemnification obligations to the Company or the underwriters with respect thereto, except as otherwise provided in Section 8.

Participation in Underwritten Offerings. No Person (other than the Company, which will be subject to and governed by the other terms and provisions of this Agreement) may participate in --------------------------------------- any underwritten offering hereunder unless such Person (ia) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, by the holders of a majority of Registrable Securities to be included in such underwritten offering Company and (iib) completes and executes all questionnaires, indemnities, underwriting agreements and other documents (other than powers of attorney) required under the terms of such underwriting arrangements. Notwithstanding the foregoing, no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities Stockholder to make any representations or warranties to or agreements with the Company or the underwriters under writers other than representations and warranties or agreements regarding such holderStockholder, such holderStockholder's Registrable Securities and such holderStockholder's intended method or methods of distribution and any other representation required by law.

Participation in Underwritten Offerings. No Person (other than holder of the Company, which will be subject to and governed by the other terms and provisions of this Agreement) --------------------------------------- Registrable Securities may participate in any underwritten offering Underwritten Offering hereunder unless such Person holder (ia) agrees to sell such Personholder's securities Registrable Securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, approved by the holders of a majority of Registrable Securities Persons entitled hereunder to be included in approve such underwritten offering arrangements and (iib) 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. Notwithstanding the foregoing; provided, that no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations and warranties or agreements regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution and any other representation required by lawdistribution.

Participation in Underwritten Offerings. No Person (other than holder of the Company, which will be subject to and governed by the other terms and provisions of this Agreement) Registrable Securities may participate in any underwritten offering Underwritten Offering hereunder unless such Person holder (ia) agrees to sell such Personholder's securities Registrable Securities on the basis provided in any underwriting arrangements approved, subject to the terms and conditions hereof, approved by the holders of a majority of Registrable Securities Persons entitled hereunder to be included in approve such underwritten offering arrangements and (iib) 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. Notwithstanding the foregoing; provided, that no underwriting agreement (or other agreement in connection with such offering) shall require any holder of Registrable Securities included in any Underwritten Offering shall be required to make any representations or warranties to or agreements with the Company or the underwriters underwriter(s) other than representations and warranties or agreements regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution and distribution; provided, however, in no event shall Prudential Fund or any other representation of its affiliates be required by lawto execute any power of attorney.