Common use of REGISTERED PUBLIC OFFERING INVOLVING AN UNDERWRITING Clause in Contracts

REGISTERED PUBLIC OFFERING INVOLVING AN UNDERWRITING. If the Holders intend to distribute the Registrable Securities covered by their request under Section 5.1 by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 5.1. In such event, the Holders shall negotiate in good faith with a nationally recognized underwriter or underwriters selected by the Holders and reasonably satisfactory to the Company with regard to the underwriting of such requested registration. The right of the Holders to registration pursuant to this Section 5.3 shall be conditioned upon participation by all Holders in such underwriting to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected pursuant to this Section 5.3. Notwithstanding any other provision of this Section 5.3, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following priority: first, among all Holders, and any reduction among such Holders shall be pro rata among all such persons and, for purposes of making any such reduction, each Holder which is a partnership, together with the affiliates, partners, employees, retired partners and retired employees of such Holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "person," and any pro rata reduction with respect to such "person" shall be based upon the aggregate number of Registrable Securities owned by all entities and individuals included as such "person", as defined in this sentence (and the aggregate number so allocated to such "person" shall be allocated among the entities and individuals included in such "person" in such manner as such Holder may reasonably determine); and second, to the Company, and third, among all other stockholders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the underwriter may round the number of shares allocated to the Holders to the nearest one hundred shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company, the underwriter and the other Holders. In the event of any such withdrawal, the Company will include in any such registration in lieu thereof any additional shares of Registrable Securities which were requested to be included by a Holder and which were excluded pursuant to the above-described underwriter limitation up to the maximum set by such underwriter.

REGISTERED PUBLIC OFFERING INVOLVING AN UNDERWRITING. If the Holders intend to distribute registration of shares of Common Stock is for a registered public offering involving an underwritten offering, the Registrable Securities covered by their request under Section 5.1 by means of an underwriting, they Company shall so advise the Company each Holder as a part of their request made the written notice given pursuant to Section 5.14.1. In such event, the Holders shall negotiate in good faith with a nationally recognized underwriter or underwriters selected by the Holders and reasonably satisfactory to the Company with regard to the underwriting of such requested registration. The right of the Holders each Holder to registration pursuant to this Section 5.3 shall be conditioned upon such Holder's participation by all Holders in such underwriting and the inclusion of each Holder's Registrable Securities in the underwriting to the extent provided herein. The Company If any Holder proposes to distribute his securities through such underwriting, the Holder shall (together with all Holders proposing to distribute the Company and the other holders of Common Stock distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected pursuant for such underwriting by the Company. The Company will use its reasonable best efforts to this Section 5.3include the Holder's Registrable Securities, pro rata with all other securities of holders of piggyback registration rights, in any such underwritten offering. Notwithstanding any other provision of this Section 5.34.1, if the managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the managing underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwritingunderwriting or may limit the number of Registrable Securities to be included in such registration. The Company shall so advise all holders of securities requesting registrationthe Holders, and the number of shares of Registrable Securities and other securities that are entitled to may be included in the registration and underwriting shall be allocated in the following priority: first, among all Holders, and any reduction among such Holders shall be pro rata among all such persons and, for purposes of making any such reduction, each Holder which is a partnership, together with and all other holders of Common Stock that hold rights granted by the affiliates, partners, employees, retired partners and retired employees Company to cause shares of such Holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed Common Stock held by them to be a single "person," and any pro rata reduction with respect to such "person" shall be based upon the aggregate number of Registrable Securities owned by all entities and individuals included as such "person", as defined in this sentence (and the aggregate number so allocated to such "person" shall be allocated among the entities and individuals included in such "person" in such manner as such Holder may reasonably determine); and secondregistration or underwriting, to the Company, and third, among all other stockholders in proportion, as nearly as practicable, to the respective amounts of securities which they had Registrable Securities held by the Holder and each other such holder that are requested to be included in such the registration at the time of filing the Registration Statementor underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriter may round the number of shares allocated to the Holders each Holder to the nearest one hundred shares. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, it may elect to withdraw therefrom by written notice to the Company, the underwriter and the other Holders. In the event of any such withdrawal, the Company will include in any such registration in lieu thereof thereof, on a pro rata basis, any additional shares of Registrable Securities which were requested to be included by a Holder and any other shares requested to be included by any other piggyback right holders, which were excluded pursuant to the above-described underwriter limitation limitation, up to the maximum set by such underwriter.

REGISTERED PUBLIC OFFERING INVOLVING AN UNDERWRITING. If the Holders intend to distribute registration is for a registered public offering involving an underwritten offering, the Registrable Securities covered by their request under Section 5.1 by means of an underwriting, they Company shall so advise the Company each Holder as a part of their request made the written notice given pursuant to Section 5.14.1. In such event, the Holders shall negotiate in good faith with a nationally recognized underwriter or underwriters selected by the Holders and reasonably satisfactory to the Company with regard to the underwriting of such requested registration. The right of the Holders each Holder to registration pursuant to this Section 5.3 shall be conditioned upon such Holder's participation by all Holders in such underwriting and the inclusion of such Holder's Restricted Securities in the underwriting to the extent provided herein. The Company If any Holder proposes to distribute his securities through such underwriting, such Holder shall (together with all the Company and the other Holders proposing to distribute distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected pursuant to this Section 5.3for such underwriting by the Company. Notwithstanding any other provision of this Section 5.34, if the managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the managing underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Restricted Securities to be included in the registration and underwritingunderwriting or may limit the number of Restricted Securities to be included in such registration. The Company shall so advise all holders each of securities requesting registrationthe Holders, and the number of shares of Restricted Securities and other securities that are entitled to may be included in the registration and underwriting shall be allocated in the following priority: first, among all Holders, and any reduction among such Holders shall be pro rata among all such persons and, for purposes Holder and other holders of making any such reduction, each Holder which is a partnership, together with Common Stock that hold rights granted by the affiliates, partners, employees, retired partners and retired employees Company to cause shares of such Holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed Common Stock held by them to be a single "person," and any pro rata reduction with respect to such "person" shall be based upon the aggregate number of Registrable Securities owned by all entities and individuals included as such "person", as defined in this sentence (and the aggregate number so allocated to such "person" shall be allocated among the entities and individuals included in such "person" in such manner as such Holder may reasonably determine); and secondregistration or underwriting, to the Company, and third, among all other stockholders in proportion, as nearly as practicable, to the respective amounts of securities which they had Restricted Securities held by each Holder and each other such holder that are requested to be included in such the registration at the time of filing the Registration Statementor underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriter may round the number of shares allocated to the any Holders to the nearest one hundred shares. If any Holder of Registrable Securities the Holders disapproves of the terms of the any such underwriting, it he may elect to withdraw therefrom by written notice to the Company, the underwriter and the other Holders. In the event of any Any Restricted Securities excluded or withdrawn from such withdrawal, the Company will include in any underwriting shall be withdrawn from such registration in lieu thereof any additional shares of Registrable Securities which were requested to be included by a Holder and which were excluded pursuant to the above-described underwriter limitation up to the maximum set by such underwriterregistration.

REGISTERED PUBLIC OFFERING INVOLVING AN UNDERWRITING. If the ----------------------------------------------------- Holders or BMO intend to distribute the Registrable Securities covered by their request under Section 5.1 1.1 by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 5.11.1. In such event, the Holders shall negotiate in good faith with a nationally recognized an underwriter or underwriters selected by the Holders or BMO acting on behalf of and reasonably satisfactory to for the Company benefit of the Holders with regard to the underwriting of such requested registration. The right of the Holders to registration pursuant to this Section 5.3 shall be conditioned upon participation by all Holders in such underwriting to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected pursuant to this Section 5.31.3. Notwithstanding any other provision of this Section 5.31.3, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise BMO and all holders of securities requesting registrationHolders, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following priority: first, among all Holders, and any reduction among such Holders shall be pro rata among all such persons and, for purposes of making any such reduction, each Holder which is a partnership, together with the affiliates, partners, employees, retired partners and retired employees of such Holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "person," and any pro rata reduction with respect to such "person" shall be based upon the aggregate number of Registrable Securities owned by all entities and individuals included as such "person", as defined in this sentence (and the aggregate number so allocated to such "person" shall be allocated among the entities and individuals included in such "person" in such manner as such Holder may reasonably determine); and second, to the Company, and third, among all other stockholders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the underwriter or underwriters may round the number of shares allocated to the Holders to the nearest one hundred shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company, the underwriter and the other Holders. In the event of any such withdrawal, the Company will include in any such registration in lieu thereof any additional shares of Registrable Securities which were requested to be included by a Holder and which were excluded pursuant to the above-described underwriter limitation up to the maximum set by such underwriter.

REGISTERED PUBLIC OFFERING INVOLVING AN UNDERWRITING. If the Holders intend to distribute registration of shares of Common Stock is for a registered public offering involving an underwritten offering, the Registrable Securities covered by their request under Section 5.1 by means of an underwriting, they Company shall so advise the Company Purchaser as a part of their request made the written notice given pursuant to Section 5.13(a)(i). In such event, the Holders shall negotiate in good faith with a nationally recognized underwriter or underwriters selected by the Holders and reasonably satisfactory to the Company with regard to the underwriting of such requested registration. The right of the Holders Purchaser to registration pursuant to this Section 5.3 section shall be conditioned upon its participation by all Holders in such underwriting and the inclusion of its Registrable Securities in the underwriting to the extent provided herein. The Company If the Purchaser proposes to distribute its securities through such underwriting, the Purchaser shall (together with all Holders proposing to distribute the Company and the other holders of Common Stock distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected pursuant to this Section 5.3for such underwriting by the Company. Notwithstanding any other provision of this Section 5.33(a)(ii), if the managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the managing underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwritingunderwriting or may limit the number of Registrable Securities to be included in such registration. The Company shall so advise all holders of securities requesting registrationthe Purchaser, and the number of shares of Registrable Securities and other securities that are entitled to may be included in the registration and underwriting shall be allocated in the following priority: first, among all Holders, and any reduction among such Holders shall be pro rata among all such persons and, for purposes of making any such reduction, each Holder which (1) if the registration is a partnershipprimary offering of Common Stock by the Company, together with the affiliates, partners, employees, retired partners and retired employees of such Holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "person," and any pro rata reduction with respect to such "person" shall be based upon the aggregate number of Registrable Securities owned by all entities and individuals included as such "person", as defined in this sentence (and the aggregate number so allocated to such "person" shall be allocated among the entities and individuals included in such "person" in such manner as such Holder may reasonably determine); and second, then first to the Company, and thirdsecond, among the Purchaser and all other stockholders holders of Common Stock that hold rights granted by the Company to cause shares of Common Stock held by them to be included in such registration or underwriting, in proportion, as nearly as practicable, to the respective amounts of securities which they had Registrable Securities held by the Purchaser and each other such holder that are requested to be included in the registration or underwriting and (2) if the registration is an offering by holders of Common Stock exercising their "demand" registration rights, then first to such holders of Common Stock exercising such demand registration rights, and second, among the Purchaser and all other holders of Common Stock that hold rights granted by the Company to cause shares of Common Stock held by them to be included in such registration at or underwriting, in proportion, as nearly as practicable, to the time respective amounts of filing Registrable Securities held by the Registration StatementPurchaser and each other such holder that are requested to be included in the registration or underwriting. To facilitate the allocation of shares in accordance with the above provisions, the underwriter may round the number of shares allocated to the Holders stockholders to the nearest one hundred shares. If any Holder of Registrable Securities the Purchaser disapproves of the terms of the any such underwriting, it may elect to withdraw therefrom by written notice to the Company, the underwriter and the other Holders. In the event of any such withdrawal, the Company will include in any such registration in lieu thereof thereof, on a pro rata basis, any additional shares of Registrable Securities Common Stock which were requested to be included by a Holder and any other piggyback right holders, which were excluded pursuant to the above-described underwriter limitation limitation, up to the maximum set by such underwriter.

REGISTERED PUBLIC OFFERING INVOLVING AN UNDERWRITING. If the Holders intend Purchaser intends to distribute the Registrable Securities covered by their its request under Section 5.1 3(b)(i) by means of an underwriting, they it shall so advise the Company as a part of their its request made pursuant to Section 5.13(b)(i). In such event, the Holders Purchaser shall negotiate in good faith with a nationally recognized underwriter or underwriters selected by the Holders Purchaser and reasonably satisfactory to the Company with regard to the underwriting of such requested registration. The right of the Holders to registration pursuant to this Section 5.3 shall be conditioned upon participation by all Holders in such underwriting to the extent provided herein. The Company shall (together with the Purchaser and all Holders holders of Common Stock proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected pursuant to this Section 5.33(b)(ii). Notwithstanding any other provision of this Section 5.33(b), if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following priority: first, among all Holders, and any reduction among such Holders shall be pro rata among all such persons and, for purposes of making any such reduction, each Holder which is a partnership, together with the affiliates, partners, employees, retired partners and retired employees of such Holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "person," and any pro rata reduction with respect to such "person" shall be based upon the aggregate number of Purchaser's Registrable Securities owned by all entities and individuals included as such "person", as defined in this sentence (and the aggregate number so allocated to such "person" shall be allocated among the entities and individuals included in such "person" in such manner as such Holder may reasonably determine)Securities; and second, to the Company, and third, among all other stockholders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the underwriter may round the number of shares allocated to the Holders stockholders to the nearest one hundred shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company, the underwriter and the other Holders. In the event of any such withdrawal, the Company will include in any such registration in lieu thereof any additional shares of Registrable Securities which were requested to be included by a Holder and which were excluded pursuant to the above-described underwriter limitation up to the maximum set by such underwriter.

REGISTERED PUBLIC OFFERING INVOLVING AN UNDERWRITING. If the Holders intend to distribute registration of shares of Common Stock is for a registered public offering involving an underwritten offering, the Registrable Securities covered by their request under Section 5.1 by means of an underwriting, they Company shall so advise the Company each Holder as a part of their request made the written notice given pursuant to Section 5.14.1. In such event, the Holders shall negotiate in good faith with a nationally recognized underwriter or underwriters selected by the Holders and reasonably satisfactory to the Company with regard to the underwriting of such requested registration. The right of the Holders each Holder to registration pursuant to this Section 5.3 shall be conditioned upon such Holder's participation by all Holders in such underwriting and the inclusion of each Holder's Restricted Securities in the underwriting to the extent provided herein. The Company If any Holder proposes to distribute his securities through such underwriting, the Holder shall (together with all Holders proposing to distribute the Company and the other holders of Common Stock distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected pursuant to this Section 5.3for such underwriting by the Company. Notwithstanding any other provision of this Section 5.34.1, if the managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the managing underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Restricted Securities to be included in the registration and underwritingunderwriting or may limit the number of Restricted Securities to be included in such registration. The Company shall so advise all holders of securities requesting registrationthe Holders, and the number of shares of Restricted Securities and other securities that are entitled to may be included in the registration and underwriting shall be allocated in the following priority: first, among all Holders, and any reduction among such Holders shall be pro rata among all such persons and, for purposes of making any such reduction, each Holder which is a partnership, together with and all other holders of Common Stock that hold rights granted by the affiliates, partners, employees, retired partners and retired employees Company to cause shares of such Holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed Common Stock held by them to be a single "person," and any pro rata reduction with respect to such "person" shall be based upon the aggregate number of Registrable Securities owned by all entities and individuals included as such "person", as defined in this sentence (and the aggregate number so allocated to such "person" shall be allocated among the entities and individuals included in such "person" in such manner as such Holder may reasonably determine); and secondregistration or underwriting, to the Company, and third, among all other stockholders in proportion, as nearly as practicable, to the respective amounts of securities which they had Restricted Securities held by the Holder and each other such holder that are requested to be included in such the registration at the time of filing the Registration Statementor underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriter may round the number of shares allocated to the Holders to the nearest one hundred shares. If any Holder of Registrable Securities disapproves of the terms of the any such underwriting, it may elect to withdraw therefrom by written notice to the Company, the underwriter and the other Holders. In the event of any Any Restricted Securities excluded or withdrawn from such withdrawal, the Company will include in any underwriting shall be withdrawn from such registration in lieu thereof any additional shares of Registrable Securities which were requested to be included by a Holder and which were excluded pursuant to the above-described underwriter limitation up to the maximum set by such underwriterregistration.

REGISTERED PUBLIC OFFERING INVOLVING AN UNDERWRITING. If the Holders intend to distribute registration of shares of Common Stock is for a registered public offering involving an underwritten offering, the Registrable Securities covered by their request under Section 5.1 by means of an underwriting, they Company shall so advise the Company Holder as a part of their request made the written notice given pursuant to Section 5.13(a)(i). In such event, the Holders shall negotiate in good faith with a nationally recognized underwriter or underwriters selected by the Holders and reasonably satisfactory to the Company with regard to the underwriting of such requested registration. The right of the Holders Holder to registration pursuant to this Section 5.3 section shall be conditioned upon its participation by all Holders in such underwriting and the inclusion of its Registrable Securities in the underwriting to the extent provided herein. The Company If the Holder proposes to distribute its securities through such underwriting, the Holder shall (together with all Holders proposing to distribute the Company and the other holders of Common Stock distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected pursuant to this Section 5.3for such underwriting by the Company. Notwithstanding any other provision of this Section 5.33(a)(ii), if the managing underwriter determines that marketing factors require a limitation on of the number of shares to be underwritten, the managing underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwritingunderwriting or may limit the number of Registrable Securities to be included in such registration. The Company shall so advise all holders of securities requesting registrationthe Holder, and the number of shares of Registrable Securities and other securities that are entitled to may be included in the registration and underwriting shall be allocated in the following priority: first, among all Holders, and any reduction among such Holders shall be pro rata among all such persons and, for purposes of making any such reduction, each Holder which (1) if the registration is a partnershipprimary offering of Common Stock by the Company, together with the affiliates, partners, employees, retired partners and retired employees of such Holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "person," and any pro rata reduction with respect to such "person" shall be based upon the aggregate number of Registrable Securities owned by all entities and individuals included as such "person", as defined in this sentence (and the aggregate number so allocated to such "person" shall be allocated among the entities and individuals included in such "person" in such manner as such Holder may reasonably determine); and second, then first to the Company, and thirdsecond, among the Holder and all other stockholders holders of Common Stock that hold rights granted by the Company to cause shares of Common Stock held by them to be included in such registration or underwriting, in proportion, as nearly as practicable, to the respective amounts of securities which they had Registrable Securities held by the Holder and each other such holder that are requested to be included in the registration or underwriting and (2) if the registration is an offering by holders of Common Stock exercising their "demand" registration rights, then first to such holders of Common Stock exercising such demand registration rights, and second, among the Holder and all other holders of Common Stock that hold rights granted by the Company to cause shares of Common Stock held by them to be included in such registration at or underwriting, in proportion, as nearly as practicable, to the time respective amounts of filing Registrable Securities held by the Registration StatementHolder and each other such holder that are requested to be included in the registration or underwriting. To facilitate the allocation of shares in accordance with the above provisions, the underwriter may round the number of shares allocated to the Holders stockholders to the nearest one hundred shares. If any the Holder of Registrable Securities disapproves of the terms of the any such underwriting, it may elect to withdraw therefrom by written notice to the Company, the underwriter and the other Holders. In the event of any such withdrawal, the Company will include in any such registration in lieu thereof thereof, on a pro rata basis, any additional shares of Registrable Securities Common Stock which were requested to be included by a Holder and any other piggyback right holders, which were excluded pursuant to the above-described underwriter limitation limitation, up to the maximum set by such underwriter.

REGISTERED PUBLIC OFFERING INVOLVING AN UNDERWRITING. If the Holders intend Holder intends to distribute the Registrable Securities covered by their its request under Section 5.1 3(b)(i) by means of an underwriting, they it shall so advise the Company as a part of their its request made pursuant to Section 5.13(b)(i). In such event, the Holders Holder shall negotiate in good faith with a nationally recognized underwriter or underwriters selected by the Holders Holder and reasonably satisfactory to the Company with regard to the underwriting of such requested registration. The right of the Holders to registration pursuant to this Section 5.3 shall be conditioned upon participation by all Holders in such underwriting to the extent provided herein. The Company shall (together with the Holder and all Holders holders of Common Stock proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected pursuant to this Section 5.33(b)(ii). Notwithstanding any other provision of this Section 5.33(b), if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following priority: first, among all Holders, and any reduction among such Holders shall be pro rata among all such persons and, for purposes of making any such reduction, each Holder which is a partnership, together with the affiliates, partners, employees, retired partners and retired employees of such Holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "person," and any pro rata reduction with respect to such "person" shall be based upon the aggregate number of 's Registrable Securities owned by all entities and individuals included as such "person", as defined in this sentence (and the aggregate number so allocated to such "person" shall be allocated among the entities and individuals included in such "person" in such manner as such Holder may reasonably determine)Securities; and second, to the Company, and third, among all other stockholders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the Registration Statementregistration statement. To facilitate the allocation of shares in accordance with the above provisions, the underwriter may round the number of shares allocated to the Holders stockholders to the nearest one hundred shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company, the underwriter and the other Holders. In the event of any such withdrawal, the Company will include in any such registration in lieu thereof any additional shares of Registrable Securities which were requested to be included by a Holder and which were excluded pursuant to the above-described underwriter limitation up to the maximum set by such underwriter.

REGISTERED PUBLIC OFFERING INVOLVING AN UNDERWRITING. If the Holders intend to distribute the Registrable Restricted Securities covered by their request under Section 5.1 by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 5.1. In such event, if so requested in writing by the Company, the Holders shall negotiate in good faith with a nationally recognized underwriter or underwriters selected by the Holders Company and reasonably satisfactory to the Company Holders with regard to the underwriting of such requested registration. The right of the Holders to registration pursuant to this Section 5.3 shall be conditioned upon participation by all Holders in such underwriting to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected pursuant to this Section 5.3. Notwithstanding any other provision of this Section 5.3, if the underwriter determines advises the Company in writing with a copy to the Holders that marketing factors require a limitation on of the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registrationHolders, and the number Company will include in such registration up to the maximum allowed by such underwriter of Restricted Securities and other securities, as, allocated among the Holder and all other holders of Common Stock that hold rights granted by the Company to cause shares of securities that are entitled Common Stock held by them to be included in the such registration and underwriting shall be allocated in the following priority: firstor underwriting, among all Holders, and any reduction among such Holders shall be pro rata among all such persons and, for purposes of making any such reduction, each Holder which is a partnership, together with the affiliates, partners, employees, retired partners and retired employees of such Holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "person," and any pro rata reduction with respect to such "person" shall be based upon the aggregate number of Registrable Securities owned by all entities and individuals included as such "person", as defined in this sentence (and the aggregate number so allocated to such "person" shall be allocated among the entities and individuals included in such "person" in such manner as such Holder may reasonably determine); and second, to the Company, and third, among all other stockholders in proportion, as nearly as practicable, to the respective amounts of securities which they had Restricted Securities held by the Holder and each other such holder that are requested to be included in such the registration at the time of filing the Registration Statementor underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriter may round the number of shares allocated to the Holders to the nearest one hundred shares. If any Holder of Registrable Restricted Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company, the underwriter and the other Holders. In the event of any such withdrawal, the Company will include in any such registration in lieu thereof any additional shares of Registrable Restricted Securities which were requested to be included by a Holder and which were excluded pursuant to the above-described underwriter limitation up to the maximum set by such underwriter.

REGISTERED PUBLIC OFFERING INVOLVING AN UNDERWRITING. If the --------------------------------------------------------- Holders or BMO intend to distribute the Registrable Securities covered by their request under Section 5.1 1.1 by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 5.11.1. In such event, the Holders shall negotiate in good faith with a nationally recognized an underwriter or underwriters selected by the Holders or BMO acting on behalf of and reasonably satisfactory to for the Company benefit of the Holders with regard to the underwriting of such requested registration. The right of the Holders to registration pursuant to this Section 5.3 shall be conditioned upon participation by all Holders in such underwriting to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected pursuant to this Section 5.31.3. Notwithstanding any other provision of this Section 5.31.3, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise BMO and all holders of securities requesting registrationHolders, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following priority: first, among all Holders, and any reduction among such Holders shall be pro rata among all such persons and, for purposes of making any such reduction, each Holder which is a partnership, together with the affiliates, partners, employees, retired partners and retired employees of such Holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "person," and any pro rata reduction with respect to such "person" shall be based upon the aggregate number of Registrable Securities owned by all entities and individuals included as such "person", as defined in this sentence (and the aggregate number so allocated to such "person" shall be allocated among the entities and individuals included in such "person" in such manner as such Holder may reasonably determine); and second, to the Company, and third, among all other stockholders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the underwriter or underwriters may round the number of shares allocated to the Holders to the nearest one hundred shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company, the underwriter and the other Holders. In the event of any such withdrawal, the Company will include in any such registration in lieu thereof any additional shares of Registrable Securities which were requested to be included by a Holder and which were excluded pursuant to the above-described underwriter limitation up to the maximum set by such underwriter.

REGISTERED PUBLIC OFFERING INVOLVING AN UNDERWRITING. If the Holders intend to distribute the Registrable Securities covered by their request under Section 5.1 2.1(a) by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to Section 5.12.1(a). In such event, the Holders shall negotiate in good faith with a nationally recognized an underwriter or underwriters selected by the Holders and reasonably satisfactory to the Company with regard to the underwriting of such requested registration. The right of the Holders to registration pursuant to this Section 5.3 shall be conditioned upon participation by all Holders in such underwriting to the extent provided herein. The Company shall (together with all Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected pursuant to this Section 5.32.10. Notwithstanding any other provision of this Section 5.32.10, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registrationHolders, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following priority: first, among all Holders, and any reduction among such Holders shall be pro rata among all such persons Persons and, for purposes of making any such reduction, each Holder which is a partnership, together with the affiliatesAffiliates, partners, employees, retired partners and retired employees of such Holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons Persons shall be deemed to be a single "personPerson," and any pro rata reduction with respect to such "personPerson" shall be based upon the aggregate number of Registrable Securities owned by all entities and individuals included as such "personPerson", as defined in this sentence (and the aggregate number so allocated to such "personPerson" shall be allocated among the entities and individuals included in such "personPerson" in such manner as such Holder may reasonably determine); and second, to the Company, and third, among all other stockholders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the underwriter or underwriters may round the number of shares allocated to the Holders to the nearest one hundred shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company, the underwriter and the other Holders. In the event of any such withdrawal, the Company will include in any such registration in lieu thereof any additional shares of Registrable Securities which were requested to be included by a Holder and which were excluded pursuant to the above-described underwriter limitation up to the maximum set by such underwriter.