Common use of Underwriting Requirements; Priorities Clause in Contracts

Underwriting Requirements; Priorities. (a) The Holders of a majority of the Registrable Securities included in any registration under Sections 2.1 or 2.3 will have the right to select the underwriter(s) and manager(s) to administer the offering, if any, subject to the approval of the Company, which will not be unreasonably withheld. The Company will not include in any registration under Sections 2.1 or 2.3 any securities that are not Registrable Securities without the written consent of the Holders of a majority of the Registrable Securities requesting such registration. If the managing underwriters in an underwritten public offering advise the Company in writing that, in their opinion, the number of Registrable Securities and other securities requested to be included exceeds the number of Registrable Securities and other securities that can be sold in an orderly manner and at the desired price in such offering, the Company will include in such registration (i) first, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, in the opinion of such managing underwriters, can be sold, pro rata among the respective Holders on the basis of the amount of Registrable Securities requested to be included in such registration, (ii) second, all securities proposed to be included by the Company, and (iii) third, all other securities permitted to be included in such registration.

Underwriting Requirements; Priorities. (a) The Holders of a majority of the Registrable Securities included in any registration under Sections 2.1 Section 2 or 2.3 4 of this Agreement will have the right to select the underwriter(sinvestment banker(s) and manager(s) to administer the offering, if any, subject to the approval of the Company, which will not be unreasonably withheld. The Company will not include in any registration under Sections 2.1 Section 2 or 2.3 4 of this Agreement any securities that are not Registrable Securities without the written consent of the Holders of a majority of the Registrable Securities requesting such registration. If other securities are permitted to be included in a registration under Section 2 or 4 of this Agreement which is an underwritten offering and the managing underwriters in an underwritten public offering advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and other securities requested to be included exceeds the number of Registrable Securities and other securities that can be sold in an orderly manner and at the desired price in such offering, the Company will include in such registration (i) first, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, which in the opinion of such managing underwriters, underwriters can be sold, pro rata among the respective Holders on the basis of the amount of Registrable Securities requested to be included in such registration, owned and (ii) second, all securities proposed to be included by the Company, and (iii) third, all other securities permitted to be included in such registration.

Underwriting Requirements; Priorities. (a) The Company and the Holders of a majority of the Registrable Securities included in any registration under Sections 2.1 or 2.3 will have Section 2 shall mutually agree on the right to select selection of the underwriter(sinvestment banker(s) and manager(s) to administer the offering, if any, subject to the approval of the Company, which will not be unreasonably withheld. The Company will not include in any registration under Sections 2.1 or 2.3 Section 2 any securities that are not Registrable Securities without the written consent of the Holders of a majority of the Registrable Securities requesting such registration. If other securities are permitted to be included in a registration under Section 2 which is an underwritten offering and the managing underwriters in an underwritten public offering advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and other securities requested to be included exceeds the number of Registrable Securities and other securities that can be sold in an orderly manner and at the desired price in such offering, the Company will include in such registration (i) first, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, which in the opinion of such managing underwriters, underwriters can be sold, pro rata among the respective Holders on the basis of the amount of Registrable Securities requested to be included in such registration, owned and (ii) second, all securities proposed to be included by the Company, and (iii) third, all other securities permitted to be included in such registration.

Underwriting Requirements; Priorities. (a) The Holders of a majority of the Registrable Securities included in any registration under Sections 2.1 2 or 2.3 4 will have the right to select the underwriter(sinvestment banker(s) and manager(s) to administer the offering, if any, subject to the approval of the Company, which will not be unreasonably withheld. The Company will not include in any registration under Sections 2.1 2 or 2.3 4 any securities that are not Registrable Securities without the written consent of the Holders of a majority at least seventy-five percent (75%) of the Registrable Securities requesting such registration. If other securities are permitted to be included in a registration under Sections 2 and 4 that is an underwritten offering and the managing underwriters in an underwritten public offering advise the Company in writing that, that in their opinion, opinion the number of Registrable Securities and other securities requested to be included exceeds the number of Registrable Securities and other securities that can be sold in an orderly manner and at the desired price in such offering, the Company will include in such registration (i) first, prior to the inclusion of any securities that are not Registrable Securities, the number of Registrable Securities requested to be included that, which in the opinion of such managing underwriters, underwriters can be sold, pro rata among the respective Holders participating in the registration on the basis of the amount of Registrable Securities requested to be included in such registration, owned and (ii) second, all securities proposed to be included by the Company, and (iii) third, all other securities permitted to be included in such registration.