Common use of Underwritten Demand Registration Clause in Contracts

Underwritten Demand Registration. In the event that a registration requested pursuant to Section 2.1 is to be an Underwritten Registration, the managing underwriter of the Underwritten Offering relating thereto will be selected, after consultation with the Company, by Xxxxxx Capital Group or EC Investments, as the case may be. If Xxxxxx Capital Group or EC Investments proposes to distribute its securities through an Underwritten Offering, it agrees to enter into an underwriting agreement with the underwriters, provided that the underwriting agreement is in customary form and reasonably acceptable to Holders of the Registrable Securities to be included in the Underwritten Offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advise the Company and Xxxxxx Capital Group or EC Investments that, in its good faith determination, the total amount of securities that Xxxxxx Capital Group or EC Investments proposes to register is such as to materially and adversely affect the success of such Underwritten Offering or that if the managing underwriter of an underwritten offering under this Section 2.6 advises the Company and Xxxxxx Capital Group or EC Investments in writing that the total number of shares requested to be included in such registration exceeds the number of shares of Common Stock which can be sold in such offering or that the success or pricing of the offering would be materially and adversely affected by the inclusion of all of the shares of Common Stock requested to be included, then the Company may either request that Xxxxxx Capital Group or EC Investments, as the case may be, decrease the number of shares it proposes to be included in such Underwritten Registration or invoke Section 2.2.

Underwritten Demand Registration. In the event that a registration requested pursuant to Section 2.1 Demand Registration is to be an Underwritten Registration, the Holders may specify such in the Demand Notice and the managing underwriter of the Underwritten Offering relating thereto will be selected, after consultation with the Company, by Xxxxxx Capital Group or EC Investments, as the case may beHolders of at least a majority of the Registrable Securities proposed to be included in such Underwritten Registration. If Xxxxxx Capital Group or EC Investments proposes The Company and all Holders proposing to distribute its their securities through an Underwritten Offering, it agrees Offering agree to enter into an underwriting agreement with the underwriters, provided that the underwriting agreement is in customary form and reasonably acceptable to the Company and the Holders of a majority of the Registrable Securities to be included in the Underwritten Offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advise an independent financial advisor retained by the Company and Xxxxxx Capital Group or EC Investments advises the Company that, in its good faith determination, the total amount of securities that Xxxxxx Capital Group or EC Investments proposes Holders propose to register is such as to materially and adversely affect the success then current stock price of the Company’s common stock (it being understood that any proposed sale of Registrable Securities at a 10% or greater discount to the then current market price of the Company’s common stock shall be deemed materially and adversely effect the Company’s common stock price), then the Company will provide a copy of such Underwritten Offering or that if notice to the managing underwriter of an underwritten offering under this Section 2.6 advises Holders and the Company and Xxxxxx Capital Group or EC Investments shall have the right to decrease number of shares the Holders may include in writing that such Underwritten Registration pro rata among the Holders of such Registrable Securities on the basis of the total number of shares Registrable Securities held by such Holders. In the event the Company exercises its right to decrease the total number of Registrable Securities that may be included by the Holders, Holders representing a majority of the securities requested to be included in such registration exceeds the number of shares of Common Stock Demand Registration will have right to withdraw such Demand Registration, in which can be sold in case such offering or Demand Registration will not count as a Demand Registration; provided that the success or pricing of the offering would right to withdraw such registration and not have such registration count as a Demand Registration may be materially and adversely affected exercised only once by the inclusion Holders of all of the shares of Common Stock requested to be included, then the Company may either request that Xxxxxx Capital Group or EC Investments, as the case may be, decrease the number of shares it proposes to be included in such Underwritten Registration or invoke Section 2.2Registrable Securities.

Underwritten Demand Registration. In the event that a registration requested pursuant to Section 2.1 is to be an Underwritten Registration, the managing underwriter of the Underwritten Offering relating thereto will be selected, after consultation with the Company, by Xxxxxx Pxxxxx Capital Group or EC Investments, as the case may be. If Xxxxxx Pxxxxx Capital Group or EC Investments proposes to distribute its securities through an Underwritten Offering, it agrees to enter into an underwriting agreement with the underwriters, provided that the underwriting agreement is in customary form and reasonably acceptable to Holders of the Registrable Securities to be included in the Underwritten Offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advise the Company and Xxxxxx Pxxxxx Capital Group or EC Investments that, in its good faith determination, the total amount of securities that Xxxxxx Pxxxxx Capital Group or EC Investments proposes to register is such as to materially and adversely affect the success of such Underwritten Offering or that if the managing underwriter of an underwritten offering under this Section 2.6 advises the Company and Xxxxxx Pxxxxx Capital Group or EC Investments in writing that the total number of shares requested to be included in such registration exceeds the number of shares of Common Stock which can be sold in such offering or that the success or pricing of the offering would be materially and adversely affected by the inclusion of all of the shares of Common Stock requested to be included, then the Company may either request that Xxxxxx Pxxxxx Capital Group or EC Investments, as the case may be, decrease the number of shares it proposes to be included in such Underwritten Registration or invoke Section 2.2.

Underwritten Demand Registration. In the event that a registration requested pursuant to Section 2.1 Demand Registration is to be an Underwritten Registration, the Holders may specify such in the Demand Notice and the managing underwriter of the Underwritten Offering relating thereto will be selected, after consultation with the Company, by Xxxxxx Capital Group or EC Investments, as the case may beHolders of at least a majority of the Registrable Securities proposed to be included in such Underwritten Registration. If Xxxxxx Capital Group or EC Investments proposes The Company and all Holders proposing to distribute its their securities through an Underwritten Offering, it agrees Offering agree to enter into an underwriting agreement with the underwriters, provided that the underwriting agreement is in customary form and reasonably acceptable to the Company and the Holders of a majority of the Registrable Securities to be included in the Underwritten Offering. Notwithstanding the foregoing, if the managing underwriter or underwriters of such Underwritten Offering advise an independent financial advisor retained by the Company and Xxxxxx Capital Group or EC Investments advises the Company that, in its good faith determination, the total amount of securities that Xxxxxx Capital Group or EC Investments proposes Holders propose to register is such as to materially and adversely affect the success then current stock price of the Company's common stock (it being understood that any proposed sale of Registrable Securities at a 10% or greater discount to the then current market price of the Company's common stock shall be deemed materially and adversely effect the Company's common stock price), then the Company will provide a copy of such Underwritten Offering or that if notice to the managing underwriter of an underwritten offering under this Section 2.6 advises Holders and the Company and Xxxxxx Capital Group or EC Investments shall have the right to decrease number of shares the Holders may include in writing that such Underwritten Registration pro rata among the Holders of such Registrable Securities on the basis of the total number of shares Registrable Securities held by such Holders. In the event the Company exercises its right to decrease the total number of Registrable Securities that may be included by the Holders, Holders representing a majority of the securities requested to be included in such registration exceeds the number of shares of Common Stock Demand Registration will have right to withdraw such Demand Registration, in which can be sold in case such offering or Demand Registration will not count as a Demand Registration; provided that the success or pricing of the offering would right to withdraw such registration and not have such registration count as a Demand Registration may be materially and adversely affected exercised only once by the inclusion Holders of all of the shares of Common Stock requested to be included, then the Company may either request that Xxxxxx Capital Group or EC Investments, as the case may be, decrease the number of shares it proposes to be included in such Underwritten Registration or invoke Section 2.2Registrable Securities.