Common use of Underwriting Procedures Clause in Contracts

Underwriting Procedures. (i) The offering of Registerable Securities pursuant to a Demand Registration may be in the form of a firm commitment underwritten offering and, if so, the managing underwriter and other underwriters selected for such offering shall be selected by the Company; provided that the managing underwriter and other underwriters are reasonably acceptable to the Grantee (having due regard to the experience and relationship with the Company and the Grantee, if any, of the managing underwriter and the other underwriters) (the "APPROVED UNDERWRITER"). In such event, if the Approved Underwriter advises the Company that in its opinion the aggregate amount of such Registerable Securities requested to be included in such offering is sufficiently large that it may adversely affect the success of such offering, the Company shall include in such registration only the aggregate amount of Registerable Securities that in the opinion of the Approved Underwriter may be sold without any such adverse effect and shall allocate (A) first, pro rata, based on the number of Registerable Securities Beneficially Owned by Grantees and (B) second, pro rata, based on the number of shares of Common Stock Beneficially Owned by Persons who are contractually entitled to include (other than pursuant to this Agreement) their shares of Common Stock in such registration statement.

Underwriting Procedures. (i) The If the Holder so elects, the offering of Registerable Registrable Securities pursuant to a Demand Registration may shall be in the form of a firm commitment underwritten offering and, if so, and the managing underwriter and other or underwriters selected for such offering shall be the Approved Underwriter (as hereinafter defined) selected by in accordance with Section 2(e). With respect to any firm commitment underwritten offering, the Company; provided that the managing underwriter Company shall enter into a reasonable and other underwriters are reasonably acceptable to the Grantee (having due regard to the experience and relationship customary underwriting agreement with the Company and the Grantee, if any, of the managing underwriter and the other underwriters) (the "APPROVED UNDERWRITER")Approved Underwriter. In such event, if If the Approved Underwriter advises the Company in writing that in its opinion the aggregate amount of such Registerable Securities Ordinary Shares requested to be included in such offering is sufficiently large that it may adversely affect 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 Registerable Securities Ordinary Shares that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall allocate the amount of the Ordinary Shares to be included in such registration as follows: (Ai) first, pro ratathe Holder shall be permitted to include all Registrable Securities to be registered thereby; and (ii) second, based on the Company and any other shareholder exercising piggyback registration rights shall be allowed to include such amount of Ordinary Shares as the Approved Underwriter deems appropriate; provided, however, that the amount of Ordinary Shares to be sold by the Company and any other shareholders under clause (ii) and intended to be included in such offering shall be reduced in its entirety prior to any reduction of the number of Registerable Securities Beneficially Owned by Grantees and (B) second, pro rata, based on the number of shares of Common Stock Beneficially Owned by Persons who are contractually entitled to include (other than pursuant to this Agreement) their shares of Common Stock in such registration statementHolder's Registrable Securities.

Underwriting Procedures. (iIf any registration pursuant to this Section 12(a) The shall be, in whole or in part, in connection with an underwritten public offering of Common Stock of the Company, then the Company shall not be required to include any Registerable Securities pursuant to a Demand Registration may be Shares in the form registration unless such Initial Stockholder accepts the terms and conditions of a firm commitment underwritten offering and, if so, the underwriting as agreed upon between the Company and the underwriters. If the managing underwriter determines and other underwriters selected for advises the Company in writing (which shall promptly notify such offering shall Initial Stockholder) that the inclusion in the underwriting of all or any of the Registerable Shares proposed to be selected included by the Company; provided Initial Stockholder would be reasonably likely to jeopardize the successful marketing of the securities proposed to be registered for the underwriting by the Company or materially adversely affect the price, time or distribution of the public offering, then the Company shall only be required to include the number of the Registerable Shares of an Initial Stockholder that the managing underwriter and other underwriters are reasonably acceptable to determines, in its sole discretion, will not materially adversely affect the Grantee (having due regard to the experience and relationship with the Company and the Granteepublic offering, and, if any, of any such reduction is so determined by the managing underwriter and to be appropriate in accordance with the other underwriters) (standards set forth above, then the "APPROVED UNDERWRITER"). In such event, if the Approved Underwriter advises the Company that in its opinion the aggregate amount number of such Registerable Securities Shares requested to be included in such offering is sufficiently large that it may adversely affect the success of such offering, underwriting by the Company Initial Stockholders shall include in such registration only the aggregate amount of Registerable Securities that in the opinion of the Approved Underwriter may be sold without any such adverse effect and shall allocate (A) firstreduced, pro rata, based on rata among such Initial Stockholders to the number of Registerable Securities Beneficially Owned determined to be appropriate by Grantees and the managing underwriter (B) second, pro rata, based on the number of shares of Common Stock Beneficially Owned by Persons who are contractually entitled which may include a reduction to include (other than pursuant to this Agreement) their shares of Common Stock in such registration statementzero).

Underwriting Procedures. (i) The If the Initiating Holders holding a majority of the Registrable Securities held by all Initiating Holders to which the requested Demand Registration relates so elect, the offering of Registerable such Registrable Securities pursuant to a such requested Demand Registration may shall be in the form of a firm commitment underwritten offering and, if so, and the managing underwriter and other or underwriters selected for such offering shall be the Approved Underwriter selected by the Company; provided that the managing underwriter and other underwriters are reasonably acceptable to the Grantee (having due regard to the experience and relationship in accordance with the Company and the Grantee, if any, of the managing underwriter and the other underwriters) (the "APPROVED UNDERWRITER"Section 3(e). In such event, if the Approved Underwriter advises the Company that in writing that, in its opinion opinion, the aggregate amount of such Registerable Registrable Securities requested to be included in such offering is sufficiently large that it may adversely affect to have a material adverse effect on the success of such offering, the Company shall include in such registration only the aggregate amount of Registerable Registrable Securities that in the opinion of the Approved Underwriter may be sold without any such adverse effect on the success of such offering (the "Approved Underwriter Amount"), and (i) each Holder shall allocate (A) firstbe entitled to have included in such registration Registrable Securities equal to its pro rata portion of the Approved Underwriter Amount, pro rata, as based on the number amounts of Registerable Registrable Securities Beneficially Owned sought to be registered by Grantees the Holders in their requests for participation in the requested Demand Registration and (Bii) second, pro rata, based on to the extent that the number of shares Registrable Securities to be included by the Holders is less than the Approved Underwriter Amount, securities that are proposed to be registered in accordance with the last sentence of Common Stock Beneficially Owned by Persons who are contractually entitled to include (other than pursuant to this Agreement) their shares of Common Stock in such registration statementSection 3(a).

Underwriting Procedures. (i) The If the Holder so elects, the offering of Registerable Registrable Securities pursuant to a Demand Registration may shall be in the form of a firm commitment underwritten offering and, if so, and the managing underwriter and other underwriters underwriter(s) selected for such offering shall be the Approved Underwriter selected by in accordance v, with Section 2(f). With respect to any firm commitment underwritten offering, the Company; provided that the managing underwriter Company shall enter into a reasonable and other underwriters are reasonably acceptable to the Grantee (having due regard to the experience and relationship customary underwriting agreement with the Company and the Grantee, if any, of the managing underwriter and the other underwriters) (the "APPROVED UNDERWRITER")Approved Underwriter. In such event, if If the Approved Underwriter advises the Company that or the Holder in writing that, in its opinion opinion, the aggregate amount of such Registerable Securities stock requested to be included in such offering is sufficiently large that it may adversely affect so 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 Registerable Securities stock that in the opinion of the Approved Underwriter may be sold without any such material adverse effect and shall allocate the amount of the stock to be included in such registration as follows; (Ai) first, pro rata, based on the number Holder shall be allowed to include all of Registerable the Registrable Securities Beneficially Owned by Grantees it then holds and (Bii) second, pro rata, based on the number of shares Company and any other stockholder exercising piggyback registration rights shall be allowed to include such amount of Common Stock Beneficially Owned as the Approved Underwriter deems appropriate subject to any priorities agreed to by Persons who are contractually entitled the Company and such other stockholders. If, as a result of the cutback provisions above, the Holder is not permitted to include (other than pursuant to this Agreement) their shares sell all of Common Stock in the Registrable Securities it then holds, the Holder may terminate the registration and such registration statementshall not constitute a Registration.

Underwriting Procedures. (i) The offering of Registerable Securities pursuant If the Company or the Initiating Holder so elects, the Company shall use its reasonable best efforts to a cause such Demand Registration may to be in the form of a firm commitment underwritten offering and, if so, and the managing underwriter and other or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 6.02(f). In connection with any Demand Registration under this Section 6.02 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 Section 6.02(b) hereof shall be included in such underwritten offering unless such Designated Holder accepts the terms of the offering as agreed upon by the Company; provided that , the managing underwriter and other underwriters are reasonably acceptable to the Grantee (having due regard to the experience and relationship with the Company Initiating Holder and the GranteeApproved Underwriter, if anyand then only in such quantity as will not, in the opinion of the managing underwriter and Approved Underwriter, jeopardize the other underwriters) (the "APPROVED UNDERWRITER")success of such offering. In such event, if If the Approved Underwriter advises the Company that in its opinion the aggregate amount of such Registerable Registrable Securities requested to be included in such offering is sufficiently large that it may adversely affect to be materially detrimental to the success of such offering, then the Company shall be required to include in such registration only the aggregate underwritten offering, to the extent of the amount of Registerable Securities that in the opinion of the Approved Underwriter believes may be sold without any such adverse effect and shall allocate (A) being so materially detrimental, first, all of the Registrable Securities to be offered for the account of the Designated Holders (including the Initiating Holder), pro rata, rata based on the number of Registerable Registrable Securities Beneficially Owned owned by Grantees and (B) each such Designated Holder; second, pro rataany Securities to be offered for the account of the Company; and third, based on the number of shares of Common Stock Beneficially Owned by Persons who are contractually entitled any other securities requested to include (other than pursuant to this Agreement) their shares of Common Stock be included in such registration statementunderwritten offering.