Common use of Underwriting Procedures Clause in Contracts

Underwriting Procedures. If the Requesting Holder(s) making a Demand Registration request under Section 2.02(a) so elect in the Demand Registration Notice, the Company shall use its commercially reasonable efforts to cause the offering made pursuant to such Demand Registration pursuant to this Section 2.02 to be in the form of a firm commitment underwritten offering. In connection with any Demand Registration under this Section 2.02 involving an underwritten offering, none of the Registrable Securities held by any Holder making a request for inclusion of such Registrable Securities pursuant to Sections 2.02(a) and (c) shall be included in such underwritten offering unless, at the request of the underwriters for such Demand Registration, such Holder enters into an underwriting agreement pursuant to the terms of Section 2.07(a) hereof and then only in such quantity as set forth below. If the managing underwriter or underwriters of any proposed Demand Registration informs the Holders that have requested to participate in such Demand Registration that, in its or their good faith opinion, the number of securities which such Holders intend to include in such offering exceeds the Maximum Offering Size, then the aggregate number of securities to be included in such Demand Registration shall be the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect on such Demand Registration, which number shall be allocated to the Registrable Securities requested to be included in such Demand Registration by the Requesting Holder(s) and the Registrable Securities requested to be included in such Demand Registration by any Holder who is not a Requesting Holder, on a pro rata basis among the Requesting Holder(s) and any Holder(s) that is not a Requesting Holder based on the relative number of Registrable Securities so requested to be included by each such Holder. The Holders of a majority of the Registrable Securities to be included in any Demand Registration shall have the right to select, subject to the prior written consent of the Company (not to be unreasonably withheld or delayed), the managing underwriter or underwriters to administer such offering.

Underwriting Procedures. If the Requesting Holder(s) making a Demand Registration request under Section 2.02(a) Majority Holders so elect in the Demand Registration Noticeelect, the Company shall use its commercially reasonable efforts to cause the offering made pursuant to such Demand Registration pursuant to this Section 2.02 2(a) to be in the form of an Underwritten Offering (a firm commitment underwritten offering"Holder Underwritten Offering"); provided, however, that if FIC has previously requested that the Company cause an Underwritten Offering of the FIC Registrable Securities (a "FIC Underwritten Offering"), then the Holders may not cause the Company to conduct a Holder Underwritten Offering until ninety (90) days following the completion of the FIC Underwritten Offering. In addition, the Holders may only participate in such FIC Underwritten Offering with the consent of FIC. Similarly, FIC may elect to cause the Company to conduct a FIC Underwritten Offering; provided, however, that if the Majority Holders have previously requested that the Company cause a Holder Underwritten Offering, then FIC may not cause the Company to conduct a FIC Underwritten Offering until ninety (90) days following the completion of the Holder Underwritten Offering. In addition, FIC may only participate in such Holder Underwritten Offering with the consent of the Majority Holders. In connection with any Demand Registration under this Section 2.02 involving an underwritten offeringHolder Underwritten Offering or FIC Underwritten Offering, as applicable, none of the Registrable Securities held by any Holder making a request for inclusion of such Registrable Securities pursuant to Sections 2.02(a) and (c) or FIC Registrable Securities, as applicable, shall be included in such underwritten offering unlessHolder Underwritten Offering or FIC Underwritten Offering, at the request of the underwriters for such Demand Registrationas applicable, unless such Holder enters into an underwriting agreement pursuant to or FIC, as applicable, accepts the terms of Section 2.07(athe offering as agreed upon by the Company and the Underwriters' Representative; it being understood and agreed that in any Holder Underwritten Offering or FIC Underwritten Offering, the Company shall have sole right to select the underwriters and to make all decisions regarding the underwriting process and the offering, but the Company shall consult with the Majority Holders and/or FIC, as applicable, with respect to such decisions. Notwithstanding anything to the contrary contained in this Agreement, each Holder may not request more than two (2) hereof Holder Underwritten Offerings in any twelve (12) month period and then only in such quantity as set forth below. If the managing underwriter or underwriters of any proposed Demand Registration informs the Holders that have requested to participate may not in such Demand Registration that, in its or their good faith opinion, the number of securities which such Holders intend to include in such offering exceeds the Maximum Offering Size, then the aggregate number of securities to be included in such Demand Registration shall be the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect on such Demand Registration, which number shall be allocated to the Registrable Securities requested to be included in such Demand Registration by the Requesting Holder(srequest more than three (3) and the Registrable Securities requested to be included in such Demand Registration by any Holder who is not a Requesting Holder, on a pro rata basis among the Requesting Holder(s) and any Holder(s) that is not a Requesting Holder based on the relative number of Registrable Securities so requested to be included by each such Holder. The Holders of a majority of the Registrable Securities to be included Underwritten Offerings in any Demand Registration shall have the right to select, subject to the prior written consent of the Company twelve (not to be unreasonably withheld or delayed), the managing underwriter or underwriters to administer such offering12) month period.

Underwriting Procedures. If the Requesting Holder(s) making a Demand Registration request under Section 2.02(a) an Initiating Holder so elect in the Demand Registration Noticeelects, the Company shall use its commercially reasonable efforts to cause the offering made pursuant to such his/her or its Demand Registration pursuant to this Section 2.02 to be in the form of an underwritten offering (which, for the avoidance of doubt, shall include, if the Registration Statement is in the form of a firm commitment Shelf Registration Statement, preparing and filing a prospectus supplement that relates to such underwritten offering. In connection with any Demand Registration under this Section 2.02 involving an underwritten offering, none of the Registrable Securities held by any Holder making a request for inclusion of such Registrable Securities pursuant to Sections 2.02(a) and (c) the Managing Underwriter for such offering shall be included in selected by the Company and such underwritten offering unless, at the request of the underwriters for such Demand Registration, such Holder enters into an underwriting agreement pursuant to the terms of Section 2.07(a) hereof and then only in such quantity as set forth belowInitiating Holder. If the managing underwriter or underwriters of any proposed Demand Registration informs Managing Underwriter advises the Holders Company that have requested to participate in such Demand Registration that, in its or their good faith opinion, the number of securities which such Holders intend to include in such offering exceeds the Maximum Offering Size, then the aggregate number of securities to be included in such Demand Registration shall be the number of Registrable Securities that, in the opinion amount of such managing underwriter or underwriters, can be sold without having such adverse effect on such Demand Registration, which number shall be allocated to the 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 Demand Registration only the aggregate amount of Registrable Securities that the Managing Underwriter believes may be sold without any such material adverse effect and shall reduce the amount of Registrable Securities to be included in such registration, which, in the case of multiple Initiating Holders exercising their Demand Registration rights as part of such offering, shall be made pro rata based on the number of Registrable Securities requested by each such Initiating Holders to be part of such offering. Notwithstanding anything to the contrary contained herein, (i) if the Company desires to sell Common Shares for its own account, it may include a number of Common Shares in the applicable Registration Statement and related offering up to 10% of all of the Common Shares being sold in such offering, (ii) the Company shall not be obligated to effect, or take any action to effect, an underwritten offering pursuant to a Demand Registration by an Initiating Holder during the Requesting Holder(speriod commencing on the date that is thirty (30) days prior to the Company’s good faith estimate of the filing date for a registration statement covering the offering and sale of Common Shares by the Company with respect to which the Company gave written notice to such Initiating Holder pursuant to Section 4.1 and ending on the date that is ninety (90) days after the effectiveness of such registration statement and (iii) a registration shall not be counted as a Demand Registration if as a result of the Managing Underwriter's cutback pursuant to this Section 3.3 less than fifty percent (50%) of the number of Registrable Securities requested to be included in such Demand Registration by any Holder who is not a Requesting Holder, on a pro rata basis among the Requesting Holder(s) and any Holder(s) that is not a Requesting Holder based on the relative number of Registrable Securities so requested to be included by each such Holder. The Initiating Holders of a majority of the Registrable Securities to be are actually included in any Demand the applicable offering and the Registration shall have the right to select, subject to the prior written consent of the Company (not to be unreasonably withheld or delayed), the managing underwriter or underwriters to administer such offeringStatement related thereto.

Underwriting Procedures. If the Requesting Holder(s) making a Demand Registration request under Section 2.02(a) Company or the Initiating Holders so elect in the Demand Registration Noticeelect, the Company shall use its commercially reasonable efforts to cause the offering made pursuant to such Demand Registration pursuant to this Section 2.02 to be in the form of a firm commitment underwritten offeringoffering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(f). In connection with any Demand Registration under this Section 2.02 3 involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Sections 2.02(aSection 3(b) and (c) hereof shall be included in such underwritten offering unless, at the request of the underwriters for unless such Demand Registration, such Designated Holder enters into an underwriting agreement pursuant to accepts the terms of Section 2.07(a) hereof the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as set forth below. If the managing underwriter or underwriters of any proposed Demand Registration informs Approved Underwriter advises the Holders Company that have requested to participate in such Demand Registration that, in its or their good faith opinion, the number of securities which such Holders intend to include in such offering exceeds the Maximum Offering Size, then the aggregate number of securities to be included in such Demand Registration shall be the number of Registrable Securities that, in the opinion amount of such managing underwriter or underwriters, can be sold without having such adverse effect on such Demand Registration, which number shall be allocated to the Registrable Securities requested to be included in such Demand Registration by offering is sufficiently large to have a material adverse effect on the Requesting Holder(s) and success of such offering, then the Registrable Securities requested to be included Company shall include in such Demand Registration by any Holder who is not a Requesting Holderregistration, on a pro rata basis among to the Requesting Holder(s) and any Holder(s) extent of the amount that is not a Requesting Holder based on the relative Approved Underwriter believes may be sold without causing such material adverse effect, FIRST, such number of Registrable Securities so requested of the Initiating Holders and any Designated Holder participating in the offering pursuant to the terms of Section 3(b), which Registrable Securities shall be included allocated pro rata among such Initiating Holders and Designated Holders, based on the number of Registrable Securities held by each such Initiating Holder or Designated Holder. The Holders , as the case may be, SECOND, upon the written consent of the holders of at least a majority of the Registrable Securities participating in the offering, any other securities of the Company requested by holders thereof to be included in any Demand Registration such registration, which such securities shall have be allocated pro rata among such stockholders, based on the right to select, subject to the prior written consent number of the Company's securities held by each such stockholder, and THIRD, securities offered by the Company (not to be unreasonably withheld or delayed), the managing underwriter or underwriters to administer such offeringfor its own account.

Underwriting Procedures. If the Requesting Holder(s) making Initiating Holders or the Form 3 Initiating Holders, as the case may be, holding a Demand Registration request under Section 2.02(a) majority of the Registrable Securities held by all of the Initiating Holders or Form 3 Initiating Holders, as the case may be, so elect in the Demand Registration Noticeelect, the Company shall use its commercially reasonable efforts to cause the offering made pursuant to such relevant Demand Registration pursuant to this Section 2.02 or Form 3 Registration to be in the form of a firm commitment underwritten offeringoffering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 6.2. In connection with any Demand Registration under this Section 2.02 or Form 3 Registration involving an underwritten offering, none of the Company shall not be required to include any Registrable Securities held by any Holder making a request for inclusion of such Registrable Securities pursuant to Sections 2.02(a) and (c) shall be included in such underwritten offering unless, at unless the request of the underwriters for such Demand Registration, such Holder enters into an underwriting agreement pursuant to Holders thereof accept the terms of Section 2.07(a) hereof the underwritten offering as agreed upon among the Company, the Approved Underwriter and the Initiating Holders or Form 3 Initiating Holders, as the case may be, and then only in such quantity as set forth belowsuch underwriter believes will not jeopardize the success of such offering by the Holders. If the managing underwriter Approved Underwriter believes that the registration of all or underwriters part of any proposed Demand Registration informs the Registrable Securities which the Holders that have requested to participate in be included would materially adversely affect the success of such Demand Registration thatpublic offering, in its or their good faith opinion, then the number of securities which such Holders intend Company shall be required to include in the underwritten offering, to the extent of the amount that the Approved Underwriter believes may be sold without causing such offering exceeds adverse effect, first, all of the Maximum Offering Size, then the aggregate number of securities Registrable Securities to be included in such Demand Registration shall be offered for the account of the Initiating Holders or Form 3 Initiating Holders, pro rata based on the number of Registrable Securities thatowned by such Holders; second, in the opinion all of such managing underwriter or underwriters, can be sold without having such adverse effect on such Demand Registration, which number shall be allocated to the Registrable Securities to be offered for the account of the General Atlantic Shareholders and the GE Shareholders (to the extent that they are not the Initiating Holders or Form 3 Holders) pro rata based on the number of Registrable Securities owned by such Holders; third, the Patni Shareholders (to the extent that they are not the Initiating Holders or Form 3 Holders) pro rata based on the number of Registrable Securities owned by such Holders; fourth, the other Holders (other than the Initiating Holders or Form 3 Initiating Holders) pro rata based on the number of Registrable Securities owned by such Holders; and third, any other securities requested to be included in such Demand Registration by the Requesting Holder(s) and the Registrable Securities requested to be included in such Demand Registration by any Holder who is not a Requesting Holder, on a pro rata basis among the Requesting Holder(s) and any Holder(s) that is not a Requesting Holder based on the relative number of Registrable Securities so requested to be included by each such Holder. The Holders of a majority of the Registrable Securities to be included in any Demand Registration shall have the right to select, subject to the prior written consent of the Company (not to be unreasonably withheld or delayed), the managing underwriter or underwriters to administer such offering.

Underwriting Procedures. If the Requesting Holder(s) making Initiating Holders holding a Demand Registration request under Section 2.02(a) majority of the Registrable Securities held by all of the Initiating Holders so elect in the Demand Registration Noticeelect, the Company shall use its commercially reasonable best efforts to cause the offering made pursuant to such Demand Registration pursuant to this Section 2.02 to be in the form of a firm commitment underwritten offeringoffering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 4.6. In connection with any Demand Registration under this Section 2.02 Article IV involving an underwritten offering, none of the Registrable Securities held by any Designated Holder making a request for inclusion of such Registrable Securities pursuant to Sections 2.02(a) and (c) Section 4.2 hereof shall be included in such underwritten offering unless, at the request of the underwriters for unless such Demand Registration, such Designated Holder enters into an underwriting agreement pursuant to accepts the terms of Section 2.07(a) hereof the offering as agreed upon by the Company, the Initiating Holders and the Approved Underwriter, and then only in such quantity as set forth below. If the managing underwriter or underwriters of any proposed Demand Registration informs the Holders that have requested to participate in such Demand Registration that, in its or their good faith opinion, the number of securities which such Holders intend to include in such offering exceeds the Maximum Offering Size, then the aggregate number of securities to be included in such Demand Registration shall be the number of Registrable Securities thatwill not, in the opinion of the Approved Underwriter, jeopardize the success of such managing underwriter or underwriters, can be sold without having offering by the Initiating Holders. If the Approved Underwriter advises the Company that the aggregate amount of such adverse effect on such Demand Registration, which number shall be allocated to the Registrable Securities requested to be included in such Demand Registration by offering is sufficiently large to have a material adverse effect on the Requesting Holder(s) success of such offering, then the Company shall include in such registration, to the extent of the amount that the Approved Underwriter believes may be sold without causing such material adverse effect, FIRST, such number of Registrable Securities of the Initiating Holders and any Designated Holder participating in the offering pursuant to this Article IV, which Registrable Securities shall be allocated PRO RATA among such Initiating Holders and Designated Holders, based on the number of Registrable Securities requested to be included in such Demand Registration offering by any each such Initiating Holder who is not a Requesting and Designated Holder, on a pro rata basis SECOND, any other securities of the Company requested by holders thereof to be included in such registration, which such securities shall be allocated PRO RATA among the Requesting Holder(s) and any Holder(s) that is not a Requesting Holder such stockholders, based on the relative number of Registrable Securities so the Company's securities requested to be included in such offering by each such Holderstockholder, and THIRD, securities offered by the Company for its own account. The In addition, the Company shall not be required to file any registration statement pursuant to this Article IV within ninety (90) days after the effective date of any other Registration Statement of the Company if (i) the Registration Statement was not for the account of the Designated Holders of a majority but the Designated Holders had the opportunity to include all of the Registrable Securities they requested to be included include in any Demand such registration pursuant to Article V or (ii) the Registration shall have the right Statement was filed pursuant to select, subject to the prior written consent of the Company (not to be unreasonably withheld Article VI or delayed), the managing underwriter or underwriters to administer such offeringthis Article IV.

Underwriting Procedures. If the Requesting Holder(s) making a Demand Registration request under Section 2.02(a) so elect in the Demand Registration Notice, the Company shall use its commercially reasonable best efforts to cause the offering made pursuant to such Demand Registration pursuant to this Section 2.02 to be in the form of a firm commitment underwritten offering. In connection with any Demand Registration under this Section 2.02 involving an underwritten offering, none of the Registrable Securities held by any Holder making a request for inclusion of such Registrable Securities pursuant to Sections 2.02(a) and (c) shall be included in such underwritten offering unless, at the request of the underwriters for such Demand Registration, such Holder enters into an underwriting agreement pursuant to the terms of Section 2.07(a) hereof and then only in such quantity as set forth below. If the managing underwriter or underwriters of any proposed Demand Registration informs the Holders that have requested to participate in such Demand Registration that, in its or their good good-faith opinion, the number of securities which such Holders intend to include in such offering exceeds the Maximum Offering Size, then the aggregate number of securities to be included in such Demand Registration shall be the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect on such Demand Registration, which number shall be allocated to the Registrable Securities requested to be included in such Demand Registration by the Requesting Holder(s) and the Registrable Securities requested to be included in such Demand Registration by any Holder who is not a Requesting Holder, on a pro rata basis among the Requesting Holder(s) and any Holder(s) that is not a Requesting Holder based on the relative number of Registrable Securities so requested to be included by each such Holder. The Holders of a majority of the Registrable Securities to be included in any Demand Registration shall have the right to select, subject to the prior written consent of the Company (not to be unreasonably withheld or delayed), the managing underwriter or underwriters to administer such offering.