Common use of Requirements for Participation in Underwritten Offerings Clause in Contracts

Requirements for Participation in Underwritten Offerings. Each Holder shall provide such information as may reasonably be requested by the Company, or the managing Underwriter(s) or placement agent or sales agent, if any, in connection with the preparation of any Registration Statement or Prospectus, including amendments and supplements thereto, in order to effect the Registration of any Registrable Securities under the Securities Act pursuant to ARTICLE 2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person: 3.3.1 agrees to sell such person’s securities on the basis provided in any customary underwriting arrangements approved by the Company (after having considered and given good faith consideration to the comments from U.S. counsel(s) for the Holders that are selling in the Underwritten offering); and 3.3.2 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. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the Registration of the other Registrable Securities to be included in such Registration.

Requirements for Participation in Underwritten Offerings. Each Holder shall provide such information as may reasonably be requested by Notwithstanding anything in this Agreement to the Company, or the managing Underwriter(s) or placement agent or sales agentcontrary, if anyany Holder does not provide the Company with its requested Holder Information (as defined in Section 5.1.2), in connection with the preparation of any Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or ProspectusProspectus if the Company determines, including amendments based on the advice of counsel, that it is necessary or advisable to include such information in the applicable Registration Statement or Prospectus and supplements theretosuch Holder continues thereafter to withhold such information. In addition, in order to effect the Registration of any Registrable Securities under the Securities Act pursuant to ARTICLE 2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws. No no person or entity may participate in any Underwritten Offering or other offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person: 3.3.1 person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any customary underwriting arrangements approved by the Company and (after having considered and given good faith consideration to the comments from U.S. counsel(sii) for the Holders that are selling in the Underwritten offering); and 3.3.2 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. The For the avoidance of doubt, the exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the Registration registration of the other Registrable Securities to be included in such Registration.

Requirements for Participation in Underwritten Offerings. Each Holder shall provide such information as may reasonably be requested by the Company, or the managing Underwriter(s) or placement agent or sales agent, if any, in connection with the preparation of any Registration Statement or Prospectus, including amendments and supplements thereto, in order to effect the Registration of any Registrable Securities under the Securities Act pursuant to ARTICLE 2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws. No person or entity may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person: 3.3.1 person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any customary underwriting arrangements approved by the Company and (after having considered and given good faith consideration to the comments from U.S. counsel(sii) for the Holders that are selling in the Underwritten offering); and 3.3.2 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. The Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide to the Company in writing information and affidavits as the Company reasonably requests for use in connection with any Registration Statement or Prospectus, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of outside legal counsel, that such information is necessary to effect the registration and such Xxxxxx continues thereafter to withhold such information. For the avoidance of doubt, the exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the Registration registration of the other Registrable Securities to be included in such Registration.

Requirements for Participation in Underwritten Offerings. Each Notwithstanding anything in this Agreement to the contrary, if any Holder shall does not provide such the Company with the information as may reasonably be requested by the Company, or after written notice to such Holder the managing Underwriter(s) or placement agent or sales agent, if any, in connection with Company may exclude such Holder’s Registrable Securities from the preparation of any applicable Registration Statement or ProspectusProspectus if the Company determines, including amendments and supplements theretobased on the advice of counsel, in order that it is necessary or advisable to effect the Registration of any Registrable Securities under the Securities Act pursuant such registration and such Holder continues thereafter to ARTICLE 2 and in connection with the Company’s obligation to comply with federal and applicable state securities lawswithhold such information. No In addition, no person may participate in any Underwritten Offering or other offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person: 3.3.1 person (a) agrees to sell such person’s securities on the basis provided in any customary underwriting arrangements arrangements, as approved by the Company and (after having considered and given good faith consideration to the comments from U.S. counsel(sb) for the Holders that are selling in the Underwritten offering); and 3.3.2 completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreement or other agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements. The For the avoidance of doubt, the exclusion of a Holder’s 's Registrable Securities as a result of this Section 3.3 shall not affect the Registration registration of the other Registrable Securities to be included in such Registration.

Requirements for Participation in Underwritten Offerings. Each Holder shall provide such information as may reasonably be requested by the Company, or the managing Underwriter(s) or placement agent or sales agent, if any, in connection with the preparation of any Registration Statement or Prospectus, including amendments and supplements thereto, in order to effect the Registration of any Registrable Securities under the Securities Act pursuant to ARTICLE 2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person: 3.3.1 agrees to sell such person’s securities on the basis provided in any customary underwriting arrangements approved by the Company (after having considered and given good faith consideration to the comments from a single U.S. counsel(s) counsel for the Holders that are selling in the Underwritten offeringOffering); and 3.3.2 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. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the Registration of the other Registrable Securities to be included in such Registration.

Requirements for Participation in Underwritten Offerings. Each Holder shall provide such information as may reasonably be requested by Notwithstanding anything in this Agreement to the Company, or the managing Underwriter(s) or placement agent or sales agentcontrary, if anyany Holder does not provide the Company with its requested Holder Information (as defined in Section 5.1.2), in connection with the preparation of any Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or ProspectusProspectus if the Company determines in good faith, including amendments based on the advice of counsel, that it is necessary or advisable to include such information in the applicable Registration Statement or Prospectus and supplements theretosuch Holder continues thereafter to withhold such information. In addition, in order to effect the Registration of any Registrable Securities under the Securities Act pursuant to ARTICLE 2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws. No no person or entity may participate in any Underwritten Offering or other offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person: 3.3.1 person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any customary underwriting arrangements approved by the Company and (after having considered and given good faith consideration to the comments from U.S. counsel(sii) for the Holders that are selling in the Underwritten offering); and 3.3.2 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. The For the avoidance of doubt, the exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the Registration registration of the other Registrable Securities to be included in such Registration.

Requirements for Participation in Underwritten Offerings. Each Notwithstanding anything in this Agreement to the contrary, if any Holder shall does not provide such the Company with the information as may reasonably be requested by the Company, or after written notice to such Holder the managing Underwriter(s) or placement agent or sales agent, if any, in connection with Company may exclude such Holder’s Registrable Securities from the preparation of any applicable Registration Statement or ProspectusProspectus if the Company determines, including amendments and supplements theretobased on the advice of counsel, that it is necessary or advisable to include such information in order to effect the applicable Registration of any Registrable Securities under the Securities Act pursuant to ARTICLE 2 and in connection with the Company’s obligation Statement or Prospectus to comply with relevant disclosure requirements under the federal and applicable state securities laws, rules and regulations and such Holder continues thereafter to withhold such information. No In addition, no person may participate in any Underwritten Offering or other offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person: 3.3.1 person (a) agrees to sell such person’s securities on the basis provided in any customary underwriting arrangements approved by the Company and (after having considered and given good faith consideration to the comments from U.S. counsel(sb) for the Holders that are selling in the Underwritten offering); and 3.3.2 completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreement or other agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements. The For the avoidance of doubt, the exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the Registration registration of the other Registrable Securities to be included in such Registration.

Requirements for Participation in Underwritten Offerings. Each Holder shall provide such information as may reasonably be requested by Notwithstanding anything in this Agreement to the Company, or the managing Underwriter(s) or placement agent or sales agentcontrary, if anyany Holder does not timely provide the Company with its requested Holder Information, in connection with the preparation of any Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or ProspectusProspectus if the Company determines, including amendments and supplements theretobased on the advice of counsel, in order that such information is necessary to effect the Registration of any Registrable Securities under the Securities Act pursuant registration and such Holder continues thereafter to ARTICLE 2 and in connection with the Company’s obligation to comply with federal and applicable state securities lawswithhold such information. No person or entity party to this Agreement may participate in any Underwritten Offering or other offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person: 3.3.1 person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any customary underwriting underwriting, sales, distribution or placement arrangements approved by the Company and (after having considered and given good faith consideration to the comments from U.S. counsel(sii) for the Holders that are selling in the Underwritten offering); and 3.3.2 timely completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such underwriting underwriting, sales, distribution or placement arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the Registration registration of the other Registrable Securities to be included in such Registration.

Requirements for Participation in Underwritten Offerings. Each Holder The Holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing Underwriter(s) Underwriter or placement agent or sales agent, if any, in connection with the preparation of any Registration Statement or Prospectus, including amendments and supplements thereto, in order to effect the Registration registration of any Registrable Securities under the Securities Act pursuant to ARTICLE 2 Article II and in connection with the Company’s obligation to comply with federal and applicable state securities lawsLaws. Notwithstanding anything in this Agreement to the contrary, if any Holder does not timely provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines, based on the advice of counsel, that such information is necessary to effect the registration and such Holder continues thereafter to withhold such information. No person Person may participate in any Underwritten Offering or other coordinated offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person: 3.3.1 Person (i) agrees to sell such personPerson’s securities on the basis provided in any customary underwriting arrangements approved by the Company and (after having considered and given good faith consideration to the comments from U.S. counsel(sii) for the Holders that are selling in the Underwritten offering); and 3.3.2 timely completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the Registration registration of the other Registrable Securities to be included in such Registration.

Requirements for Participation in Underwritten Offerings. Each Holder shall provide such information as may reasonably be requested by Notwithstanding anything in this Agreement to the Company, or the managing Underwriter(s) or placement agent or sales agentcontrary, if anyany Holder does not provide the Company with its requested Holder Information, in connection with the preparation of any Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or ProspectusProspectus if the Company determines, including amendments based on the advice of counsel, that it is necessary or advisable to include such information in the applicable Registration Statement or Prospectus and supplements theretosuch Holder continues thereafter to withhold such information. In addition, in order to effect the Registration of any Registrable Securities under the Securities Act pursuant to ARTICLE 2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws. No no person or entity may participate in any Underwritten Offering or other offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person: 3.3.1 person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any customary underwriting underwriting, sales, distribution or placement arrangements approved by the Company and (after having considered and given good faith consideration to the comments from U.S. counsel(sii) for the Holders that are selling in the Underwritten offering); and 3.3.2 completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such underwriting underwriting, sales, distribution or placement arrangements. The For the avoidance of doubt, the exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the Registration registration of the other Registrable Securities to be included in such Registration.

Requirements for Participation in Underwritten Offerings. Each Holder shall provide such information as may reasonably be requested by Notwithstanding anything in this Agreement to the Company, or the managing Underwriter(s) or placement agent or sales agentcontrary, if anyany Holder does not timely provide the Company with its requested Holder Information, in connection with the preparation of any Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or ProspectusProspectus if the Company determines, including amendments and supplements theretobased on the advice of counsel, in order that such information is necessary to effect the Registration of any Registrable Securities under the Securities Act pursuant registration and such Holder continues thereafter to ARTICLE 2 and in connection with the Company’s obligation to comply with federal and applicable state securities lawswithhold such information. No person or entity may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person: 3.3.1 person or entity (a) agrees to sell such person’s or entity’s securities on the basis provided in any customary underwriting arrangements approved by the Company and (after having considered and given good faith consideration to the comments from U.S. counsel(sb) for the Holders that are selling in the Underwritten offering); and 3.3.2 timely 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. The For the avoidance of doubt, the exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the Registration registration of the other Registrable Securities to be included in such Registration.

Requirements for Participation in Underwritten Offerings. Each Holder shall provide such information as may reasonably be requested by Notwithstanding anything in this Agreement to the Company, or the managing Underwriter(s) or placement agent or sales agentcontrary, if anyany Holder does not timely provide the Company with its requested Holder Information, in connection with the preparation of any Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or ProspectusProspectus if the Company determines, including amendments and supplements theretobased on the advice of counsel, in order that such information is necessary to effect the Registration of any Registrable Securities under the Securities Act pursuant and such Holder continues thereafter to ARTICLE 2 and in connection with the Company’s obligation to comply with federal and applicable state securities lawswithhold such information. No person or entity may participate in any Underwritten Offering or other offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person: 3.3.1 person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any customary underwriting underwriting, sales, distribution or placement arrangements approved by the Company and (after having considered and given good faith consideration to the comments from U.S. counsel(sii) for the Holders that are selling in the Underwritten offering); and 3.3.2 timely completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such underwriting underwriting, sales, distribution or placement arrangements. The exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the Registration registration of the other Registrable Securities to be included in such Registration.

Requirements for Participation in Underwritten Offerings. Each Holder shall provide such information as may reasonably be requested by Notwithstanding anything in this Agreement to the Company, or the managing Underwriter(s) or placement agent or sales agentcontrary, if anyany Holder does not timely provide the Company with its requested Holder Information, in connection with the preparation of any Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or ProspectusProspectus if the Company determines, including amendments based on the advice of counsel, that it is necessary to include such information in the applicable Registration Statement or Prospectus and supplements thereto, in order such Holder continues thereafter to effect the Registration of any Registrable Securities under the Securities Act pursuant to ARTICLE 2 and in connection with the Company’s obligation to comply with federal and applicable state securities lawswithhold such information. No person or entity may participate in any Underwritten Offering or other offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person: 3.3.1 person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any customary underwriting arrangements approved by the Company and (after having considered and given good faith consideration to the comments from U.S. counsel(sii) for the Holders that are selling in the Underwritten offering); and 3.3.2 timely completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements. The For the avoidance of doubt, the exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the Registration registration of the other Registrable Securities to be included in such Registration.

Requirements for Participation in Underwritten Offerings. Each Holder shall provide such information as may reasonably be requested by Notwithstanding anything in this Agreement to the Company, or the managing Underwriter(s) or placement agent or sales agentcontrary, if anyany Holder does not provide the Company with its requested Holder Information, in connection with the preparation of any Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or ProspectusProspectus if the Company determines, including amendments and supplements theretobased on the advice of counsel, in order that such information is necessary to effect the Registration of any Registrable Securities under the Securities Act pursuant registration and such Holder continues thereafter to ARTICLE 2 and in connection with the Company’s obligation to comply with federal and applicable state securities lawswithhold such information. No person Holder may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person: 3.3.1 person (a) agrees to sell such personHolder’s securities on the basis provided in any customary underwriting and other arrangements approved by the Company (after having considered and given good faith consideration to the comments from U.S. counsel(s) for the Holders that are selling in the case of an Underwritten offering); and 3.3.2 Offering initiated by the Company, and the Demanding Holders in the case of an Underwritten Offering initiated by the Demanding Holders 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. The Subject to the minimum thresholds set forth in Section 2.1.3 and 3.1.15 of this Agreement, the exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 shall not affect the Registration registration of the other Registrable Securities to be included in such Registration.

Requirements for Participation in Underwritten Offerings. Each Holder shall provide such information as may reasonably be requested by Notwithstanding anything in this Agreement to the Company, or the managing Underwriter(s) or placement agent or sales agentcontrary, if anyany Holder does not provide the Company with its requested Holder Information, in connection with the preparation of any Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or ProspectusProspectus if the Company determines, including amendments based on the advice of counsel, that it is necessary or advisable to include such information in the applicable Registration Statement or Prospectus and supplements theretosuch Holder continues thereafter to withhold such information. In addition, in order to effect the Registration of any Registrable Securities under the Securities Act pursuant to ARTICLE 2 and in connection with the Company’s obligation to comply with federal and applicable state securities laws. No no person or entity may participate in any Underwritten Offering or other offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person: 3.3.1 person or entity (i) agrees to sell such person’s or entity’s securities on the basis provided in any customary underwriting underwriting, sales, distribution or placement arrangements approved by the Company and (after having considered and given good faith consideration to the comments from U.S. counsel(sii) for the Holders that are selling in the Underwritten offering); and 3.3.2 completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting or other agreements and other customary documents as may be reasonably required under the terms of such underwriting underwriting, sales, distribution or placement arrangements. The For the avoidance of doubt, the exclusion of a Holder’s Registrable Securities as a result of this Section 3.3 3.03 shall not affect the Registration of the other Registrable Securities to be included in such Registration.