Common use of Plan of Distribution, Underwriters, Advisors and Counsel Clause in Contracts

Plan of Distribution, Underwriters, Advisors and Counsel. If a registration pursuant to this Section 2.1 involves an underwritten offering, the Holders of a majority of the Registrable Securities included in such underwritten offering shall have the right to (i) determine the plan of distribution (including a Piggyback Synthetic Secondary), (ii) select the investment banker or bankers, managers and any provider of advisory services, which may include Affiliates of the Holders and/or Persons who provide other services to the Holders or their Affiliates, to administer the offering, including the lead managing underwriter (provided that such investment banker or bankers, managers and providers of advisory services shall be reasonably satisfactory to the Company) and (iii) select counsel for the selling Holders. Notwithstanding anything to the contrary in this Section 2.1, the Holders of a majority of the Registrable Securities included in such underwritten offering may, at their election, cause the Company to undertake a Public Offering of the Company’s Securities for its own account and use the net proceeds therefrom to purchase or redeem the number of Registrable Securities requested for registration pursuant to Section 2.1 (subject to Section 2.1(c)) (a “Piggyback Synthetic Secondary”). If the Holders elect a Piggyback Synthetic Secondary, unless otherwise agreed to by the Company and BGLH, the Company shall purchase or redeem each Registrable Security selected by BGLH for such purchase or redemption, and in each case for cash in immediately available funds in an amount equal to the net proceeds from each share of Common Stock received by the Company from the Piggyback Synthetic Secondary, determined after deduction of underwriting discounts or commissions attributable to the sale of such Securities and any transfer taxes relating to the registration or sale of such Securities.

Plan of Distribution, Underwriters, Advisors and Counsel. If a requested registration pursuant to this Section 2.1 2.2 involves an underwritten offeringoffering or ATM Program, the Holders of a majority of the Registrable Securities included in such underwritten offering Demand Party shall have the right to (i) determine the plan of distribution (including a Piggyback Demand Synthetic Secondary), (ii) select the investment banker or bankers, managers managers, sales agent or agents and any provider of advisory services, which may include Affiliates of the Holders and/or Persons who provide other services to the Holders or their Affiliates, to administer the offering, including the lead managing underwriter or sales agent (provided that such investment banker or bankers, managers managers, sales agent or agents and providers of advisory services shall be reasonably satisfactory to the Company) and (iii) select counsel for the selling Holders. Notwithstanding anything to the contrary in this Section 2.12.2, the Holders of a majority of the Registrable Securities included in such underwritten offering or ATM Program may, at their election, cause the Company to undertake a Public Offering of the Company’s Securities for its own account and use the net proceeds therefrom to purchase or redeem the number of Registrable Securities requested for registration pursuant to Section 2.1 2.2 (subject to Section 2.1(c2.2(d)) (a “Piggyback Demand Synthetic Secondary”). If the Holders elect a Piggyback Demand Synthetic Secondary, unless otherwise agreed to by the Company and BGLH, the Company shall purchase or redeem each Registrable Security selected by BGLH for such purchase or redemption, and in each case for cash in immediately available funds in an amount equal to the net proceeds from each share of Common Stock Security received by the Company from the Piggyback Demand Synthetic Secondary, determined after deduction of underwriting discounts or commissions or sales agents commissions, as applicable, attributable to the sale of such Securities and any transfer taxes relating to the registration or sale of such Securities.