Common use of Underwriting Procedures Clause in Contracts

Underwriting Procedures. If the Initiating Holders so elect, the offering of Registrable Securities pursuant to a Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwriting, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be included in such registration, pro rata within such group based on the number of Registrable Securities and other shares of Common Stock included in the request for registration pursuant to Section 3(a).

Underwriting Procedures. If the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its commercially reasonable efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringset forth below. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only registration, to the aggregate extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect and effect, first, such number of Registrable Securities of the Designated Holders participating in the offering, which Registrable Securities shall reducebe allocated pro rata among such Designated Holders participating in the offering (on an as converted basis), as to based on the Initiating Holdersnumber of Registrable Securities held by each such Designated Holder, second, any other securities of the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock Company requested by holders thereof to be included in such registration, which such securities shall be allocated pro rata within among such group stockholders, based on the number of Registrable Securities the Company’s securities held by each such stockholder, and other shares of Common Stock included in third, securities offered by the request Company for registration pursuant to Section 3(a)its own account.

Underwriting Procedures. If the Initiating Holders or the S-3 Initiating Holders, as the case may be, holding a majority of the Registrable Securities held by all of the Initiating Holders or S-3 Initiating Holders, as the case may be, so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause the relevant Demand Registration shall or S-3 Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)6.2. In connection with any Demand Registration under this Section 3 or S-3 Registration involving an underwritingunderwritten offering, none the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Holders thereof accept the terms of the Registrable Securities held by any of underwritten offering as agreed upon among the Insurance Partners Stockholders (other than Company, the Approved Underwriter and the Initiating Holders or S-3 Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as such underwriter believes will not, in the opinion of the Approved Underwriter, not jeopardize the success of such offeringoffering by the Holders. If the Approved Underwriter advises believes that the Company in writing that in its opinion registration of all or part of the aggregate amount of Common Stock Registrable Securities which the Holders have requested to be included in such offering is sufficiently large to have a material adverse effect on would materially adversely affect the success of such public offering, then the Company shall be required to include in such registration only the aggregate underwritten offering, to the extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduceeffect, as to first, all of the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock Registrable Securities to be included in such registrationoffered for the account of the Holders, pro rata within such group based on the number of Registrable Securities owned by such Holders; and second, any other shares of Common Stock securities requested to be included in the request for registration pursuant to Section 3(a)such offering.

Underwriting Procedures. If the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the offering of such Registrable Securities pursuant to a such Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwriting, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, first as to the Initiating HoldersDesignated Holders who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, the Insurance Partners Stockholders if any (other than the Initiating Holders) Holders and the Other Rightholders GE Capital Stockholders); and second as to the Initiating Holders and the GE Capital Stockholders as a group, the amount of Common Stock to be included in such registration, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in the request for registration pursuant to Section 3(a)Demand Registration.

Underwriting Procedures. If the Initiating Holders or the F-3 Initiating Holders, as the case may be, holding not less than 30% of the Registrable Securities held by all of the Initiating Holders or F-3 Initiating Holders, as the case may be, so elect, the offering of Registrable Securities pursuant Company shall use its commercially reasonable efforts to a cause the relevant Demand Registration shall or F-3 Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f)6.2. In connection with any Demand Registration under this Section 3 or F-3 Registration involving an underwritingunderwritten offering, none the Company shall not be required to include any Registrable Securities in such underwritten offering unless the Holders thereof accept the terms of the Registrable Securities held by any of underwritten offering as agreed upon among the Insurance Partners Stockholders (other than Company, the Approved Underwriter and the Initiating Holders or F-3 Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as such underwriter believes will not, in the opinion of the Approved Underwriter, not jeopardize the success of such offeringoffering by the Holders. If the Approved Underwriter advises believes that the Company in writing that in its opinion registration of all or part of the aggregate amount of Common Stock Registrable Securities which the Holders have requested to be included in such offering is sufficiently large to have a material adverse effect on would materially adversely affect the success of such public offering, then the Company shall be required to include in such registration only the aggregate underwritten offering, to the extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect and shall reduceeffect, as to first, all of the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock Registrable Securities to be included in such registrationoffered for the account of the Holders, pro rata within such group based on the number of Registrable Securities owned by such Holders; and second, any other shares of Common Stock securities requested to be included in the request for registration pursuant to Section 3(a)such offering.

Underwriting Procedures. If holders of a majority of the Initiating Holders Registrable Securities included in the Demand Registration so elect, the offering of such Registrable Securities pursuant to a such Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f9.2(e). In connection with any Demand Registration under this Section 3 involving an underwritingsuch event, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If if the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reducefirst reduce (to zero, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holdersif necessary) and the Other Rightholders as a group, the amount of Common Stock Securities sought to be included in therein by the Company and any other Person who wishes to participate through the exercise of piggy-back registration rights and, if such registrationreduction is not sufficient, reduce, pro rata within such group based on the number of Registrable Securities and other shares of Common Stock amounts included in the request for registration pursuant Demand Registration, the amount of Registrable Securities to be included by each holder. To the extent Registrable Securities so requested to be registered are excluded from the offering, then the holders of such Registrable Securities shall have the right to one additional Demand Registration under this Section 3(a)9.2 with respect to such Registrable Securities.

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f3(e). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved UnderwriterUnderwriter and subject to the reductions set forth below, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first as to the Company, second as to the Designated Holders (who are not Initiating Holders and who requested to participate in such registration pursuant to Section 4 hereof) as a group, if any, and third as to the Initiating Holders as a group, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in owned by each such Designated Holder or Initiating Holder, as the request for registration pursuant to Section 3(a)case may be.

Underwriting Procedures. If holders of a majority of the Initiating Holders Registrable Securities included in the Demand Registration so elect, the offering of such Registrable Securities pursuant to a such Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be a nationally recognized investment banking firm selected by the Company with the consent of such holders, which consent will not be unreasonably delayed or withheld (an "Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(fUnderwriter"). In connection with any Demand Registration under this Section 3 involving an underwritingsuch event, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If if the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reducefirst reduce (to zero, if necessary) the amount of securities sought to be included therein by each holder who wishes to participate in the Demand Registration through the exercise of piggy-back registration rights as contemplated by Section 13.3 as a group, if any, and then, if such reduction is not sufficient, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount pro rata within each group (including other holders of Common Stock to be included in such registration, pro rata within such group who may have registration rights which are pari passu with the Registrable Securities) based on the number of Registrable Securities and other shares of Common Stock included in the request for registration pursuant Demand Registration, the amount of Registrable Securities to be included by each Stockholder in such registration. To the extent more than 10.0% of the Registrable Securities so requested to be registered are excluded from the offering, then the holders of such Registrable Securities shall have the right to one additional Demand Registration under this Section 3(a)13.2 with respect to such Registrable Securities.

Underwriting Procedures. If the Initiating Holders holding more than 50% of the Registrable Securities held by all Initiating Holders to which the requested Demand Registration relates so elect, the offering of such Registrable Securities pursuant to a such requested Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingsuch event, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If if the Approved Underwriter advises the Company in writing that that, in its opinion opinion, the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect on the success or pricing of such offering (the "APPROVED UNDERWRITER AMOUNT"), and each Designated Holder shall reduce, as be entitled to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be have included in such registration, registration Registrable Securities equal to its pro rata within such group portion of the Approved Underwriter Amount, as based on the amounts of Registrable Securities sought to be registered by the Designated Holders in their requests for participation in the requested Demand Registration. To the extent that the number of Registrable Securities and other shares of Common Stock to be included by the Designated Holders is less than the Approved Underwriter Amount, securities that the Company proposes to register may, subject to the limitations contained in the request for registration pursuant to Section 3(a3(e), also be included.

Underwriting Procedures. If the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders to which the requested Demand Registration relates so elect, the offering of such Registrable Securities pursuant to a such Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company a Designated Holder in writing that in its opinion the aggregate amount of Common Stock Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such the underwritten offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, first as to the Designated Holders (who are not original Initiating Holders and who requested to participate in such registration pursuant to Section 3(b) hereof) as a group, if any; and second as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders Holders as a group, the amount of Common Stock to be included in such registration, pro rata within such each group based on the number of Registrable Securities and other shares of Common Stock included in the request for registration pursuant to Section 3(a)Demand Registration.

Underwriting Procedures. If the Initiating Holders holding more than 50% of the Registrable Securities held by all Initiating Holders to be included in the requested Demand Registration so elect, the offering of Registrable Securities pursuant to a such requested Demand Registration shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingsuch event, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offering. If if the Approved Underwriter advises the Company in writing that that, in its opinion opinion, the aggregate amount of Common Stock Registrable Securities requested to be included in such offering is sufficiently large as to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect on the success or pricing of such offering (the "APPROVED UNDERWRITER AMOUNT"), and each Designated Holder shall reduce, as be entitled to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be have included in such registration, registration Registrable Securities equal to its pro rata within such group portion of the Approved Underwriter Amount, as based on the amounts of Registrable Securities sought to be registered by the Designated Holders in their requests for participation in the requested Demand Registration. To the extent that the number of Registrable Securities and other shares of Common Stock to be included by the Designated Holders is less than the Approved Underwriter Amount, securities that the Company proposes to register may, subject to the limitations contained in the request for registration pursuant to Section 3(a3(e), also be included.

Underwriting Procedures. If the Initiating Holders holders of a majority in aggregate amount of the Registrable Securities to be included in the Demand Registration so electelects, the offering of Registrable Securities pursuant to a Demand Registration such registration shall be in the form of a firm commitment underwritten offering Public Offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwriting, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion thereof pursuant to Section 3(a) Holder shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Holder accepts the terms of the underwriting as agreed upon by the Company, the Initiating Holders Genesis and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringPublic Offering by the Holder. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering Public Offering is sufficiently large to have a material adverse effect on the success of such offeringPublic Offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to such shares that may be included in such registrationregistration shall be reduced first by any shares proposed to be sold in such Public Offering by the Company's executive officers (the "MANAGEMENT STOCKHOLDERS"), pro rata within such group based on second by any shares proposed to be sold by shareholders other than the number of Registrable Securities Holder and other the Management Stockholders, third by any shares of Common Stock included in proposed to be sold by the request for registration pursuant Company and fourth by a further amount to Section 3(a)the Holder.

Underwriting Procedures. If the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f3A(e). In connection with The Company shall not include in any Demand Registration under this Section 3 involving an underwriting, none of such underwritten offering any securities unless the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders making a request for inclusion holders thereof pursuant to Section 3(a) shall be included in such underwriting unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept the terms of the underwriting underwritten offering as agreed upon by between the Company, the Initiating Holders Approved Underwriter and the Approved UnderwriterInitiating Holders, and then only in such quantity as such underwriter believes will not, in the opinion of the Approved Underwriter, not jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reducereduce the amount of securities to be included in such registration, first as to the Initiating Company and shareholders of the Company, if any, other than Designated Holders, entitled to request to participate in such registration pursuant to contractual agreements with the Insurance Partners Stockholders Company, second as to the Designated Holders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock who requested to be included participate in such registration, pro rata within such group based on the number of Registrable Securities and other shares of Common Stock included in the request for registration pursuant to Section 3(a)) hereof, if any, and third as to the Initiating Holders.

Underwriting Procedures. If the Initiating Holders Company or Platinum so elect, the offering of Registrable Securities pursuant Company shall use its commercially reasonable efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders Platinum and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved Underwriter, jeopardize the success of such offeringset forth below. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock such Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only registration, to the aggregate extent of the amount of Common Stock that in the opinion of the Approved Underwriter believes may be sold without any causing such material adverse effect effect, first, such number of Registrable Securities of Platinum and shall reduce, as any other Designated Holder participating in the offering pursuant to the Initiating terms of Section 3(b), which Registrable Securities shall be allocated pro rata among Platinum and such other Designated Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, the amount of Common Stock to be included in such registration, pro rata within such group based on the number of Registrable Securities held by Platinum and each such Designated Holder, and second, securities offered by the Company for its own account or offered by other shares stockholders of Common Stock included in the request for registration pursuant to Section 3(aCompany (other than the Designated Holders).

Underwriting Procedures. If the Company or the Initiating Holders holding a majority of the Registrable Securities held by all of the Initiating Holders so elect, the offering of Registrable Securities pursuant Company shall use its reasonable best efforts to a cause such Demand Registration shall to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 3 involving an underwritingunderwritten offering, none of the Registrable Securities held by any of the Insurance Partners Stockholders (other than the Initiating Holders) or shares of Common Stock held by any Other Rightholders Designated Holder making a request for inclusion thereof of such Registrable Securities pursuant to Section 3(a3(b) hereof shall be included in such underwriting underwritten offering unless such Insurance Partners Stockholders or Other Rightholders, as the case may be, accept Designated Holder accepts the terms of the underwriting offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as will not, in the opinion of the Approved UnderwriterUnderwriter and subject to the reductions set forth below, jeopardize the success of such offeringoffering by the Initiating Holders. If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of Common Stock Registrable Securities requested to be included in such offering is sufficiently large to have a material adverse effect on the success of such offering, then the Company shall include in such registration only the aggregate amount of Common Stock Registrable Securities that in the opinion of the Approved Underwriter believes may be sold without any such material adverse effect and shall reduce, as to the Initiating Holders, the Insurance Partners Stockholders (other than the Initiating Holders) and the Other Rightholders as a group, reduce the amount of Common Stock Registrable Securities to be included in such registration, first as to the Company, and second as to the Initiating Holders and any other Designated Holders who requested to participate in such registration pursuant to Section 3(b), pro rata within such group based on the number of Registrable Securities owned by each such Designated Holder and other shares of Common Stock included in the request for registration pursuant to Section 3(a)Initiating Holder.