Common use of Selection of Underwriters; Right to Participate Clause in Contracts

Selection of Underwriters; Right to Participate. The Stockholders delivering the Underwritten Shelf Take-Down Notice shall (as determined by holders of a majority of the Registrable Securities proposed to be included in the Underwritten Shelf Take-Down) shall have the right to select the managing underwriter(s) to administer an Underwritten Shelf Take-Down; provided that such managing underwriter(s) are reasonably acceptable to the Company. If a Piggyback Registration under Section 2(e) hereof is proposed to be underwritten, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2(e) hereof. In such event, the managing underwriter(s) to administer the offering shall be chosen solely by the Company. A Stockholder may participate in a registration or offering hereunder only if such Stockholder agrees to sell such Registrable Securities on the basis provided in any underwriting agreement with the underwriter(s) and completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up agreements and other documents reasonably requested by the Company or the managing underwriter(s) under the terms of such underwriting arrangements customary for selling Stockholders to enter into in secondary underwritten public offerings; provided that the Stockholders shall only be required to make representations and warranties to the Company or the underwriters that are customary for such offerings under the circumstances (in no event, however, will the Stockholders be required to represent to the accuracy of the Company’s disclosure, other than information specifically related to such Stockholder’s ownership position (including the lack of liens on such shares), the number of Registrable Securities proposed to be sold by such Stockholder and the name and address of such Stockholder). Notwithstanding anything to the contrary herein, any underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Stockholders as are customarily made by issuers to selling Stockholders in secondary underwritten public offerings.

Selection of Underwriters; Right to Participate. The Stockholders Shareholders delivering the Demand Registration request or the Underwritten Shelf Take-Down Notice shall (as determined by holders of a majority of the Registrable Securities proposed to be included in the Underwritten Shelf Take-Down) shall have the right to select the managing underwriter(s) to administer an offering pursuant to a Demand Registration Statement or Underwritten Shelf Take-Down; provided that such managing underwriter(s) are reasonably acceptable to the CompanyCompany in the case of a marketed underwritten offering. If a Piggyback Registration under Section 2(e) hereof is proposed to be underwritten, the Company shall so advise the Stockholders Shareholders as a part of the written notice given pursuant to Section 2(e) hereof. In such event, the managing underwriter(s) to administer the offering shall be chosen solely by the CompanyCompany in its sole discretion. A Stockholder Shareholder may participate in a registration or offering hereunder only if such Stockholder Shareholder (i) agrees to sell such Registrable Securities on the basis provided in any underwriting agreement with the underwriter(s) and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up agreements and other documents reasonably requested by the Company or the managing underwriter(s) under the terms of such underwriting arrangements customary for selling Stockholders Shareholders to enter into in secondary underwritten public offerings; provided provided, however, that the Stockholders Shareholders shall only be required to make representations and warranties to the Company or the underwriters that are customary for such offerings under the circumstances (in no event, however, will the Stockholders Shareholders be required to represent to the accuracy of the Company’s disclosure, other than information specifically related to such StockholderShareholder’s ownership position (including the lack of liens on such shares), the number of Registrable Securities proposed to be sold by such Stockholder and the name and address of such Stockholderposition). Notwithstanding anything to the contrary herein, any underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Stockholders Shareholders as are customarily made by issuers to selling Stockholders Shareholders in secondary underwritten public offerings.

Selection of Underwriters; Right to Participate. The Stockholders Shareholders delivering the Demand Registration request or the Underwritten Shelf Take-Down Notice shall (as determined by holders of a majority of the Registrable Securities proposed to be included in the such Demand Registration or Underwritten Shelf Take-Down) shall have the right to select the managing underwriter(s) to administer an offering pursuant to a Demand Registration Statement or Underwritten Shelf Take-Down; provided that such managing underwriter(s) are reasonably acceptable to the Company. If a Piggyback Registration under Section 2(e) hereof is proposed to be underwritten, the Company shall so advise the Stockholders Shareholders as a part of the written notice given pursuant to Section 2(e) hereof. In such event, the managing underwriter(s) to administer the offering shall be chosen solely by the Company. A Stockholder Shareholder may participate in a registration or offering hereunder only if such Stockholder Shareholder (i) agrees to sell such Registrable Securities on the basis provided in any underwriting agreement with the underwriter(s) and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up agreements and other documents reasonably requested by the Company or the managing underwriter(s) under the terms of such underwriting arrangements customary for selling Stockholders Shareholders to enter into in secondary underwritten public offerings; provided provided, however, that the Stockholders Shareholders shall only be required to make representations and warranties to the Company or the underwriters that are customary for such offerings under the circumstances (in no event, however, will the Stockholders Shareholders be required to represent to the accuracy of the Company’s disclosure, other than information specifically related to such StockholderShareholder’s ownership position (including the lack of liens on such shares)position, the number of Registrable Securities proposed to be sold by such Stockholder Shareholder and the name and address of such StockholderShareholder). Notwithstanding anything to the contrary herein, any underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Stockholders Shareholders as are customarily made by issuers to selling Stockholders Shareholders in secondary underwritten public offerings.

Selection of Underwriters; Right to Participate. The Stockholders delivering the Underwritten Shelf Take-Down Notice shall (as determined by holders of a majority of the Registrable Securities proposed to be included in the Underwritten Shelf Take-Down) Company shall have the right to select the managing underwriter(s) to administer an offering pursuant to a Demand Registration Statement or Underwritten Shelf Take-Down; provided that such managing underwriter(s) are reasonably acceptable to the CompanyStockholders delivering the Demand Registration request or the Underwritten Shelf Take-Down Notice. If a Piggyback Registration under Section 2(e) hereof is proposed to be underwritten, the Company shall so advise the Stockholders as a part of the written notice given pursuant to Section 2(e) hereof). In such event, the managing underwriter(s) to administer the offering shall be chosen solely by the CompanyCompany in its sole discretion. A Stockholder may participate in a registration or offering hereunder only if such Stockholder (i) agrees to sell such Registrable Securities on the basis provided in any underwriting agreement with the underwriter(sunderwriters and (ii) and completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up agreements and other documents reasonably requested by the Company or the managing underwriter(s) under the terms of such underwriting arrangements customary for selling Stockholders stockholders to enter into in secondary underwritten public offerings; provided , provided, however, that the Stockholders shall only not be required to make any representations and or warranties to the Company or the underwriters that are customary for such offerings under the circumstances (in no event, however, will the Stockholders be required to represent to the accuracy of the Company’s disclosure, other than information specifically related to representations and warranties regarding such Stockholderholder, such holder’s ownership position (including the lack of liens on such shares), the number its shares of Registrable Securities proposed Common Stock to be sold by in the offering and such Stockholder and holder’s intended method of distribution) or to undertake any indemnification obligations to the name and address of such Stockholder)Company with respect thereto. Notwithstanding anything to the contrary herein, any underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Stockholders as are customarily made by issuers to selling Stockholders stockholders in secondary underwritten public offerings.

Selection of Underwriters; Right to Participate. The Stockholders delivering the Underwritten Shelf Take-Down Notice shall (as determined by holders of a majority of the Registrable Securities proposed to be included in the Underwritten Shelf Take-Down) Holders shall have the right to select the managing underwriter(s) to administer an Underwritten offering pursuant to a Demand Registration Statement or Shelf Take-Down; provided that such managing underwriter(s) are reasonably acceptable , subject to the prior consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed. If a Piggyback Registration under Section 2(e2(d) hereof is proposed to be underwritten, the Company shall so advise the Stockholders Holders as a part of the written notice given pursuant to Section 2(e) hereof2(d). In such event, the managing underwriter(s) to administer the offering shall be chosen solely by the CompanyCompany in its sole discretion. A Stockholder Holder may participate in a registration or offering hereunder only if such Stockholder Holder (i) agrees to sell such Registrable Securities on the basis provided in any underwriting agreement with the underwriter(sunderwriters and (ii) and completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up agreements and other documents reasonably requested by the Company or the managing underwriter(s) under the terms of such underwriting arrangements customary for selling Stockholders stockholders to enter into in secondary underwritten public offerings; provided , provided, however, that the Stockholders no Holder shall only be required to make any representations and or warranties to the Company or the underwriters that are customary for such offerings under the circumstances (in no event, however, will the Stockholders be required to represent to the accuracy of the Company’s disclosure, other than information specifically related to representations and warranties regarding such Stockholderholder, such holder’s ownership position (including the lack of liens on such shares), the number its shares of Registrable Securities proposed Common Stock to be sold by in the offering and such Stockholder and holder’s intended method of distribution) or to undertake any indemnification obligations to the name and address of such Stockholder)Company or the underwriters with respect thereto. Notwithstanding anything to the contrary herein, any underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Stockholders Holders as are customarily made by issuers to selling Stockholders stockholders in secondary underwritten public offerings.

Selection of Underwriters; Right to Participate. The Stockholders delivering Anchor Shareholder or the Other Shareholder (if the Anchor Shareholder is not participating in such Underwritten Shelf Take-Down Notice shall (as determined by holders or participating in an amount less than the Minimum Amount) or, in the case of a majority of Block Trade, the Registrable Securities proposed to be included in the Underwritten Shelf Take-Down) Shareholder that initiated such Block Trade, shall have the right to select the managing underwriter(s) to administer an Underwritten Shelf Take-Down; provided that (i) such managing underwriter(s) are reasonably acceptable to the CompanyCompany and (ii) in the event that the Other Shareholder initiated such Underwritten Shelf Take-Down and the Anchor Shareholder is participating in an amount greater than the Minimum Amount, the managing underwriter(s) will be jointly selected by the Anchor Shareholder and the Other Shareholder, in each case, acting reasonably. If a Piggyback Registration under Section 2(e) hereof is proposed to be underwritten, the Company shall so advise the Stockholders Shareholders as a part of the written notice given pursuant to Section 2(e) hereof. In such event, the managing underwriter(s) to administer the offering shall be chosen solely by the Company. A Stockholder Shareholder may participate in a registration or offering hereunder only if such Stockholder Shareholder agrees to sell such Registrable Securities on the basis provided in any underwriting agreement with the underwriter(s) and completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up agreements and other documents reasonably requested by the Company or the managing underwriter(s) under the terms of such underwriting arrangements customary for selling Stockholders Shareholders to enter into in secondary underwritten public offerings; provided that the Stockholders Shareholders shall only be required to make representations and warranties to the Company or the underwriters that are customary for such offerings under the circumstances (in no event, however, will the Stockholders Shareholders be required to represent to the accuracy of the Company’s disclosure, other than information specifically related to such StockholderShareholder’s ownership position (including the lack of liens on such shares), the number of Registrable Securities proposed to be sold by such Stockholder Shareholder and the name and address of such StockholderShareholder). Notwithstanding anything to the contrary herein, any underwriting agreement shall contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of the Stockholders Shareholders as are customarily made by issuers to selling Stockholders Shareholders in secondary underwritten public offerings.