Common use of Underwritings Clause in Contracts

Underwritings. After the completion of the funding of the Notes and the Stock Payment, if, pursuant to this Section 2, the 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 this Section 2, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Initiating Holders, subject only to the reasonable approval of the Board of Directors. In such event, the right of any Holder to include such Holder’s 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 to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall (together with the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary form with the 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 such Holder. Notwithstanding any other provision of this Section 2, if the managing underwriter(s) advise(s) the Initiating Holders in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be underwritten pursuant hereto, and the number of Registrable Securities that may be included in the underwriting shall be allocated among such Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; provided, however, that the number 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. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares.

Underwritings. After If the completion Company gives notice of a Registered public offering involving an underwriting of its Class A Common Stock for (x) its own account or (y) for the funding account of the Notes and the Stock Payment, if, pursuant to this Section 2, the Initiating Holders intend pursuant to distribute the Registrable Securities covered by their request by means terms of an underwritingSection 2(b) in a Company Supported Distribution, they the Company shall so advise each of the Company as a part of their request made pursuant to this Section 2Holders in writing thereof and such Holders may, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Initiating Holders, subject only upon written notice to the reasonable approval of the Board of Directors. In such eventCompany, the right of any Holder to include such Holder’s 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 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 2.4(e)distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) 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 underwritingunderwriters must be selected by the Initiating Holder and be reasonably acceptable to the Company); 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 shall not provide for indemnification or contribution obligations on the part of distribution, and any Holder greater than the liability obligations of such Holder shall be several and not joint, and limited to an amount equal to the net proceeds from the offering received by such HolderHolders under Section 2(f)(ii) or Section 2(f)(iv). Notwithstanding any other provision of this Section 22(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(s) advise(s) underwriter or underwriters advises the Initiating Holders Company that in writing that its view marketing factors require a limitation 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 that which would otherwise would 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 Registrable Securities shares of securities that may are entitled to be included in the underwriting shall be allocated among in the following manner: the securities of the Company held by Holders (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 Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) underwriting to the number of Registrable Securities owned extent required by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; providedlimitation, howeverand, that the number 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. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round if a limitation on the number of shares allocated is still required, the number of shares that may be included in the underwriting by each of the UCI Parties and Ramius on behalf of the UCI Parties shall be reduced, on a pro rata basis (based on the number of shares held by such UCI Party and Ramius on behalf of the UCI Parties), by such minimum number of shares as is necessary to comply with such limitation. If any Holder of the Holders disapproves of the terms of any such underwriting, he, she or it may elect to withdraw therefrom by providing written notice to the nearest one hundred (100) sharesCompany and the underwriter.

Underwritings. After (a) If the completion of the funding of the Notes and the Stock Payment, if, Holders initiating a registration request pursuant to this Section 2, the 1.2 or 1.4 ("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 this such Section 2, and the Company shall include such information in the Demand Noticewritten notice referred to in Section 1.2(a) or 1.4(a), as the case may be. The underwriter(s) underwriter will be selected by a majority in interest of the Initiating Holders, subject only Holders and shall be reasonably acceptable to the reasonable approval of the Board of DirectorsCompany. In such event, the right of any Holder to include such Holder’s its 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 2.4(e1.6(e)) enter into an underwriting agreement in customary form with the underwriter(s) underwriter or underwriters selected for such underwriting; provided, however, that no Holder (or any underwriting by a majority in interest 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 such HolderInitiating Holders. Notwithstanding any other provision of this Section 21.2 or 1.4, if the managing underwriter(s) advise(s) underwriter advises the Initiating Holders in writing that marketing factors require a limitation on of the number of shares to be underwritten, then the Initiating Holders shall so advise all Holders of Registrable Securities that which would otherwise would be underwritten pursuant hereto, and the number of shares of Registrable Securities that may be included in the underwriting shall be allocated among such all Holders of Registrable Securitiesthereof, including the Initiating Holders, in proportion (as nearly as practicable) to the number amount of Registrable Securities of the Company owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling HoldersHolder; 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. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any Holder to the nearest one hundred (100) shares.

Underwritings. After If the completion Company gives notice of a Registered public offering involving an underwriting of its Class A Common Stock for (x) its own account or (y) for the funding account of the Notes and the Stock Payment, if, pursuant to this Section 2, the Initiating Holders intend pursuant to distribute the Registrable Securities covered by their request by means terms of an underwritingSection 2(b) in a Company Supported Distribution, they the Company shall so advise each of the Company as a part of their request made pursuant to this Section 2Holders in writing thereof and such Holders may, and the Company shall include such information in the Demand Notice. The underwriter(s) will be selected by the Initiating Holders, subject only upon written notice to the reasonable approval of the Board of Directors. In such eventCompany, the right of any Holder to include such Holder’s 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 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 2.4(e)distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter(s) 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 underwritingunderwriters must be selected by the Initiating Holder and be reasonably acceptable to the Company); 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 shall not provide for indemnification or contribution obligations on the part of distribution, and any Holder greater than the liability obligations of such Holder shall be several and not joint, and limited to an amount equal to the net proceeds from the offering received by such HolderHolders under Section 2(f)(ii) or Section 2(f)(iv). Notwithstanding any other provision of this Section 22(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(s) advise(s) underwriter or underwriters advises the Initiating Holders Company that in writing that its view marketing factors require a limitation 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 that which would otherwise would 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 Registrable Securities shares of securities that may are entitled to be included in the underwriting shall be allocated among in the following manner: the securities of the Company held by Holders (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 Holders of Registrable Securities, including the Initiating Holders, in proportion (as nearly as practicable) underwriting to the number of Registrable Securities owned extent required by each Holder or in such other proportion as shall mutually be agreed to by all such selling Holders; providedlimitation, howeverand, that the number 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. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round if a limitation on the number of shares allocated is still required, the number of shares that may be included in the underwriting by each of the UCI Parties and Ramius on behalf of the UCI Parties shall be reduced, on a pro rata basis (based on the number of shares held by such UCI Party and Ramius on behalf of the UCI Parties), by such minimum number of shares as is necessary to comply with such limitation. If any Holder of the Holders disapproves of the terms of any such underwriting, he, she or it may elect to withdraw therefrom by providing written notice to the nearest one hundred (100) sharesCompany and the underwriter.