Common use of Underwritings Clause in Contracts

Underwritings. (a) If the Holders initiating a registration request pursuant to Section 1.2 or 1.4 ("Initiating Holders") intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to such Section and the Company shall include such information in the written notice referred to in Section 1.2(a) or 1.4(a), as the case may be. The underwriter will be selected by a majority in interest of the Initiating Holders and shall be reasonably acceptable to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 1.6(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of Section 1.2 or 1.4, if the underwriter advises the Initiating Holders in writing that marketing factors require a limitation of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all Holders thereof, including the Initiating Holders, in proportion (as nearly as practicable) to the amount of Registrable Securities of the Company owned by each Holder; provided, however, that the number of shares of Registrable Securities to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (b) In connection with any offering involving an underwriting of shares of the Company's capital stock, the Company shall not be required under Section 1.3 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders according to the total amount of Registrable Securities then outstanding owned by each Holder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company's securities in which case the selling Holders may be excluded if the underwriters make the determination described above and no other shareholder's securities are included; (ii) any shares being sold by a shareholder other than a Holder be included in such offering; or (iii) any securities held by a Founder or Xxxxxxx be included if any securities held by any selling Investor are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders or other entities controlled by, controlling or under common control with, of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro-rata reduction with respect to such -------------- "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentence.

Underwritings. (a) If After the Holders initiating a registration request completion of the funding of the Notes and the Stock Payment, if, pursuant to this Section 1.2 or 1.4 ("2, the Initiating Holders") Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to such this Section 2, and the Company shall include such information in the written notice referred to in Section 1.2(a) or 1.4(a), as the case may beDemand Notice. The underwriter underwriter(s) will be selected by a majority in interest the Initiating Holders, subject only to the reasonable approval of the Initiating Holders and shall be reasonably acceptable to the CompanyBoard of Directors. In such event, the right of any Holder to include its such Holder’s Registrable Securities in such registration shall be conditioned upon such Holder's ’s participation in such underwriting and the inclusion of such Holder's ’s Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 1.6(e2.4(e)) enter into an underwriting agreement in customary form with the underwriter or underwriters underwriter(s) selected for such underwriting; provided, however, that no Holder (or any of their assignees) shall be required to make any representations, warranties or indemnities except as they relate to such Holder’s ownership of shares and authority to enter into the underwriting agreement and to such Holder’s intended method of distribution, and the liability of such Holder shall be several and not joint, and limited to an amount equal to the net proceeds from the offering received by a majority in interest of the Initiating Holderssuch Holder. Notwithstanding any other provision of this Section 1.2 or 1.42, if the underwriter advises managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation of on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities which that otherwise would otherwise be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among all such Holders thereofof Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the amount number of Registrable Securities of the Company owned by each HolderHolder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number of shares of Registrable Securities held by the Holders to be included in such underwriting shall not be reduced unless all other securities are first entirely excluded from the underwriting. (b) In connection with any offering involving an underwriting . To facilitate the allocation of shares of in accordance with the Company's capital stockabove provisions, the Company shall not be required under Section 1.3 to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and or the underwriters selected by it (or by other persons entitled to select may round the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included shares allocated to be apportioned pro rata among the selling Holders according any Holder to the total amount of Registrable Securities then outstanding owned by each Holder or in such other proportions as shall mutually be agreed to by such selling Holdersnearest one hundred (100) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company's securities in which case the selling Holders may be excluded if the underwriters make the determination described above and no other shareholder's securities are included; (ii) any shares being sold by a shareholder other than a Holder be included in such offering; or (iii) any securities held by a Founder or Xxxxxxx be included if any securities held by any selling Investor are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders or other entities controlled by, controlling or under common control with, of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro-rata reduction with respect to such -------------- "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentenceshares.

Underwritings. (a) If the Holders initiating Company gives notice of a registration request pursuant to Section 1.2 Registered public offering involving an underwriting of its Class A Common Stock for (x) its own account or 1.4 ("Initiating Holders"y) intend to distribute for the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to such Section and the Company shall include such information in the written notice referred to in Section 1.2(a) or 1.4(a), as the case may be. The underwriter will be selected by a majority in interest account of the Initiating Holders pursuant to the terms of Section 2(b) in a Company Supported Distribution, the Company shall so advise each of the Holders in writing thereof and shall be reasonably acceptable such Holders may, upon written notice to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation participate in such underwriting and the inclusion of include such Holder's Holders’ Registrable Securities (to the extent that such participation would not violate Section 8.1 of the Asset Exchange Agreement or Section 4.02 of the Ramius LLC Agreement) in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Any Holder who does not provide written notice of its intention to participate in such underwriting agrees that, from the date of receipt of written notice of such underwriting until the date that is ninety (90) calendar days following the closing of such underwriting, such Holder shall not sell, make any short sale of, loan, grant any option for the purchase of, effect any public sale or distribution of or otherwise dispose of any securities of the Company. The Holders proposing whose shares are to distribute their securities through be included in such underwriting shall (together with the Company as provided in Section 1.6(e)distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for underwriting by the Company (and if the underwriting was initiated by a Holder pursuant to Section 2(b), such underwriters must be selected by the Initiating Holder and be reasonably acceptable to the Company); provided, however, that such underwriting by a majority in interest agreement shall not provide for indemnification or contribution obligations on the part of any Holder greater than the obligations of the Initiating HoldersHolders under Section 2(f)(ii) or Section 2(f)(iv). Notwithstanding any other provision of this Section 1.2 or 1.42(c), if any underwriting in which a Holder is exercising its rights under this Section 2(c) is for the Company’s own account and the managing underwriter or underwriters advises the Initiating Holders Company that in writing that its view marketing factors require a limitation of on the number of shares to be underwritten, then the Initiating Holders shall so advise managing underwriter or underwriters may (subject to the allocation priority set forth below) exclude from such underwriting some or all Holders of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall promptly advise all holders of securities requesting inclusion in the underwriting of such limitation, and the number of shares of Registrable Securities securities that may are entitled to be included in the underwriting shall be allocated among all Holders thereof, including in the Initiating Holders, in proportion (as nearly as practicable) to following manner: the amount of Registrable Securities securities of the Company owned held by each Holder; providedHolders (other than the UCI Parties and Ramius on behalf of the UCI Parties) or to be issued by the Company shall be excluded from such underwriting to the extent required by such limitation, howeverand, that if a limitation on the number of shares is still required, the number of Registrable Securities to shares that may be included in such the underwriting by each of the UCI Parties and Ramius on behalf of the UCI Parties shall not be reduced unless all other securities are first entirely excluded from reduced, on a pro rata basis (based on the underwriting. (b) In connection with any offering involving an underwriting number of shares held by such UCI Party and Ramius on behalf of the Company's capital stockUCI Parties), the Company shall not be required under Section 1.3 by such minimum number of shares as is necessary to include comply with such limitation. If any of the Holders' securities in such underwriting unless they accept Holders disapproves of the terms of the underwriting as agreed upon between any such underwriting, he, she or it may elect to withdraw therefrom by providing written notice to the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders according to the total amount of Registrable Securities then outstanding owned by each Holder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company's securities in which case the selling Holders may be excluded if the underwriters make the determination described above and no other shareholder's securities are included; (ii) any shares being sold by a shareholder other than a Holder be included in such offering; or (iii) any securities held by a Founder or Xxxxxxx be included if any securities held by any selling Investor are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders or other entities controlled by, controlling or under common control with, of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro-rata reduction with respect to such -------------- "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentenceunderwriter.

Underwritings. (a) If the Holders initiating Company gives notice of a registration request pursuant to Section 1.2 Registered public offering involving an underwriting of its Class A Common Stock for (x) its own account or 1.4 ("Initiating Holders"y) intend to distribute for the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to such Section and the Company shall include such information in the written notice referred to in Section 1.2(a) or 1.4(a), as the case may be. The underwriter will be selected by a majority in interest account of the Initiating Holders pursuant to the terms of Section 2(b) in a Company Supported Distribution, the Company shall so advise each of the Holders in writing thereof and shall be reasonably acceptable such Holders may, upon written notice to the Company. In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder's participation participate in such underwriting and the inclusion of include such Holder's Holders’ Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Any Holder who does not provide written notice of its intention to participate in such underwriting agrees that, from the date of receipt of written notice of such underwriting until the date that is ninety (90) calendar days following the closing of such underwriting, such Holder shall not sell, make any short sale of, loan, grant any option for the purchase of, effect any public sale or distribution of or otherwise dispose of any securities of the Company. The Holders proposing whose shares are to distribute their securities through be included in such underwriting shall (together with the Company as provided in Section 1.6(e)distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for underwriting by the Company (and if the underwriting was initiated by a Holder pursuant to Section 2(b), such underwriters must be selected by the Initiating Holder and be reasonably acceptable to the Company); provided, however, that such underwriting by a majority in interest agreement shall not provide for indemnification or contribution obligations on the part of any Holder greater than the obligations of the Initiating HoldersHolders under Section 2(f)(ii) or Section 2(f)(iv). Notwithstanding any other provision of this Section 1.2 or 1.42(c), if any underwriting in which a Holder is exercising its rights under this Section 2(c) is for the Company’s own account and the managing underwriter or underwriters advises the Initiating Holders Company that in writing that its view marketing factors require a limitation of on the number of shares to be underwritten, then the Initiating Holders shall so advise managing underwriter or underwriters may (subject to the allocation priority set forth below) exclude from such underwriting some or all Holders of the Registrable Securities which would otherwise be underwritten pursuant hereto. The Company shall promptly advise all holders of securities requesting inclusion in the underwriting of such limitation, and the number of shares of Registrable Securities securities that may are entitled to be included in the underwriting shall be allocated among all Holders thereof, including in the Initiating Holders, in proportion (as nearly as practicable) to following manner: the amount of Registrable Securities securities of the Company owned held by each Holder; providedHolders (other than the UCI Parties and Ramius on behalf of the UCI Parties) or to be issued by the Company shall be excluded from such underwriting to the extent required by such limitation, howeverand, that if a limitation on the number of shares is still required, the number of Registrable Securities to shares that may be included in such the underwriting by each of the UCI Parties and Ramius on behalf of the UCI Parties shall not be reduced unless all other securities are first entirely excluded from reduced, on a pro rata basis (based on the underwriting. (b) In connection with any offering involving an underwriting number of shares held by such UCI Party and Ramius on behalf of the Company's capital stockUCI Parties), the Company shall not be required under Section 1.3 by such minimum number of shares as is necessary to include comply with such limitation. If any of the Holders' securities in such underwriting unless they accept Holders disapproves of the terms of the underwriting as agreed upon between any such underwriting, he, she or it may elect to withdraw therefrom by providing written notice to the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the amount of securities that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling Holders according to the total amount of Registrable Securities then outstanding owned by each Holder or in such other proportions as shall mutually be agreed to by such selling Holders) but in no event shall (i) the amount of securities of the selling Holders included in the offering be reduced below twenty percent (20%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company's securities in which case the selling Holders may be excluded if the underwriters make the determination described above and no other shareholder's securities are included; (ii) any shares being sold by a shareholder other than a Holder be included in such offering; or (iii) any securities held by a Founder or Xxxxxxx be included if any securities held by any selling Investor are excluded. For purposes of the preceding parenthetical concerning apportionment, for any selling Holder which is a partnership or corporation, the partners, retired partners and shareholders or other entities controlled by, controlling or under common control with, of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling Holder," and any pro-rata reduction with respect to such -------------- "selling Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling Holder," as defined in this sentenceunderwriter.