Common use of Underwritten Demand Offerings Clause in Contracts

Underwritten Demand Offerings. In the case of any underwritten Public Offering being effected pursuant to a Demand Registration, the Managing Underwriter and any other underwriter or underwriters with respect to such offering shall be selected, after consultation with the Company, by the holders of all of the Registrable Securities, which consent shall not be unreasonably withheld. The Company shall enter into an underwriting agreement in customary form with such underwriter or underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.05 hereof and shall take all such other actions as are reasonably requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. The holders of Registrable Securities shall be parties to such underwriting agreement. No Requesting Holder may participate in such underwritten offering unless such holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. If any Requesting Holder disapproves of the terms of an underwriting, such holder may elect to withdraw therefrom and from such registration by notice to the Company and the Managing Underwriter.

Underwritten Demand Offerings. If 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 3.1 and the Company shall include such information in the written notice referred to in Section 3.1.1. In such event, the case right of any underwritten Public Offering being effected pursuant Holder to a Demand Registration, the Managing Underwriter and any other underwriter or underwriters with respect to include his Registrable Securities in such offering registration shall be selected, after consultation with conditioned upon such Holder’s participation in such underwriting and the Company, inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed by the holders of all a majority in interest of the Registrable Securities, which consent shall not be unreasonably withheldInitiating Holders and such Holder) to the extent provided herein. The Company All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with such the underwriter or underwriters, underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall include, among other provisions, indemnities be reasonably acceptable to the effect Company). Notwithstanding any other provision of this Section 3.1, if the underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the extent provided in Section 2.05 hereof and shall take all such other actions as are reasonably requested by Holders on a pro rata basis based on the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. The holders number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be parties to such underwriting agreement. No Requesting Holder may participate in such underwritten offering unless such holder agrees to sell its Registrable Securities on withdrawn from the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. If any Requesting Holder disapproves of the terms of an underwriting, such holder may elect to withdraw therefrom and from such registration by notice to the Company and the Managing Underwriterregistration.

Underwritten Demand Offerings. In the case of any underwritten Public Offering being effected pursuant to a Demand Registration, the Managing Underwriter and any other underwriter or underwriters with respect to such offering shall be selected, after consultation with the CompanyState Auto Financial, by the holders of all a majority of the Registrable SecuritiesSecurities to be included in such underwritten offering with the consent of State Auto Financial, which consent shall not be unreasonably withheld. The Company State Auto Financial shall enter into an underwriting agreement in customary form with such underwriter or underwriters, which shall include, among other provisions, indemnities to the effect and to the extent provided in Section 2.05 7.6 hereof and shall take all such other actions as are reasonably requested by the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. The holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement. No Requesting Holder may participate in such underwritten offering unless such holder agrees to sell its Registrable Securities agreement and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the basis provided in part of, State Auto Financial to and for the benefit of such underwriters also be made to and for their benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement and completes and executes all questionnairesalso be conditions precedent to their obligations. No holder of Registrable Securities shall be required to make any representations or warranties to or agreements with State Auto Financial or the underwriters other than representations, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. If any Requesting Holder disapproves of the terms of an underwriting, such holder may elect to withdraw therefrom and from such registration by notice to the Company and the Managing Underwriter.warranties

Underwritten Demand Offerings. If 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 3.1 and the Company shall include such information in the written notice referred to in Section 3.1.1. In such event, the case right of any underwritten Public Offering being effected pursuant Holder to a Demand Registration, the Managing Underwriter and any other underwriter or underwriters with respect to include his Registrable Securities in such offering registration shall be selected, after consultation with conditioned upon such Holder's participation in such underwriting and the Company, inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by the holders of all a majority in interest of the Registrable Securities, which consent shall not be unreasonably withheldInitiating Holders and such Holder) to the extent provided herein. The Company All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with such the underwriter or underwriters, underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall include, among other provisions, indemnities be reasonably acceptable to the effect Company). Notwithstanding any other provision of this Section 3.1, if the underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the extent provided in Section 2.05 hereof and shall take all such other actions as are reasonably requested by Holders on a pro rata basis based on the Managing Underwriter in order to expedite or facilitate the registration and disposition of the Registrable Securities. The holders number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be parties to such underwriting agreement. No Requesting Holder may participate in such underwritten offering unless such holder agrees to sell its Registrable Securities on withdrawn from the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. If any Requesting Holder disapproves of the terms of an underwriting, such holder may elect to withdraw therefrom and from such registration by notice to the Company and the Managing Underwriterregistration.