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

Selection of Underwriters; Right to Participate. The TPG Stockholders shall have the right to select the managing underwriter(s) to administer an offering pursuant to a Demand Registration Statement or Shelf Take-Down from the Approved Underwriter List, 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(e) is proposed to be underwritten, the Company shall so advise the TPG Stockholders as a part of the written notice given pursuant to Section 2(e). In such event, the managing underwriter(s) to administer the offering shall be chosen by the Company in its sole discretion. A TPG Stockholder may participate in a registration or offering hereunder only if such TPG Stockholder (i) agrees to sell such Registrable Securities on the basis provided in any underwriting agreement with the underwriters and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up agreements and other documents reasonably requested under the terms of such underwriting arrangements customary for selling stockholders to enter into in secondary underwritten public offerings, provided, however, that 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 TPG Stockholders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings.

Selection of Underwriters; Right to Participate. The TPG Stockholders Holders representing a majority of Registrable Securities to be offered shall have the right to select one or more nationally recognized investment banks to act as the managing underwriter(s) to administer an offering pursuant to a Demand Registration Statement or Shelf Take-Down from the Approved Underwriter ListDown, 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(e) is proposed to be underwritten, the Company shall so advise the TPG Stockholders Holders as a part of the written notice given pursuant to Section 2(e). In such event, the managing underwriter(s) to administer the offering shall be chosen by the Company in its sole discretion. A TPG Stockholder Holder may participate in a registration or offering hereunder only if such TPG Stockholder Holder (i) agrees to sell such Registrable Securities on the basis provided in any underwriting agreement with the underwriters and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up agreements and other documents reasonably requested under the terms of such underwriting arrangements customary for selling stockholders to enter into in secondary underwritten public offerings, ; provided, however, that 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 TPG Stockholders Holder as are customarily made by issuers to selling stockholders in secondary underwritten public offerings.

Selection of Underwriters; Right to Participate. The TPG Stockholders Holder shall have the right to select the managing underwriter(s) underwriters to administer an offering pursuant to a Demand Registration Statement or Shelf Take-Down from Down; provided, however, that, in the Approved Underwriter Listcase of a marketed underwritten offering, such selection is subject to the prior consent approval of the Company, which consent approval shall not be unreasonably withheld, conditioned withheld or delayed. If a Piggyback Registration under Section 2(e) is proposed to be underwritten, the Company shall so advise the TPG Stockholders as a part of the written notice given pursuant to Section 2(e). In such event, the managing underwriter(s) to administer the offering shall be chosen by the Company in its sole discretion. A TPG Stockholder The Holder may participate in a registration or offering hereunder only if such TPG Stockholder the Holder (i) agrees to sell such Registrable Securities on the basis provided in any underwriting agreement with the underwriters and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up agreements and other documents reasonably requested under the terms of such underwriting arrangements customary for selling stockholders to enter into in secondary underwritten public offerings, provided, however, provided that 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 TPG Stockholders Holder as are customarily made by issuers to selling stockholders in secondary underwritten public offerings.

Selection of Underwriters; Right to Participate. The TPG Stockholders Shareholders shall have the right to select the managing underwriter(s) to administer an offering pursuant to a Demand Registration Statement or Shelf Take-Down from the Approved Underwriter List, 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(e) is proposed to be underwritten, the Company shall so advise the TPG Stockholders Shareholders as a part of the written notice given pursuant to Section 2(e). In such event, the managing underwriter(s) to administer the offering shall be chosen by the Company in its sole discretion. A TPG Stockholder Shareholder may participate in a registration or offering hereunder only if such TPG Stockholder Shareholder (i) agrees to sell such Registrable Securities on the basis provided in any underwriting agreement with the underwriters and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up agreements and other documents reasonably requested under the terms of such underwriting arrangements customary for selling stockholders to enter into in secondary underwritten public offerings, provided, however, that 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 TPG Stockholders Shareholders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings.