Underwritten Offer Clause Samples

Underwritten Offer. If an Initiating Group desires to distribute ------------------ Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to this Paragraph 3. The Initiating Group shall select an underwriter (which shall be reasonably acceptable to the Company) for such underwriting and shall together with the Company enter into an underwriting agreement in customary form with the underwriter.

Underwritten Offer. If the registration of which the Company gives ------------------ written notice under Section 3(a)(i) involves an underwriting, the Company shall --------------- so advise in such written notice. In such event the right of any Holder to registration pursuant to Section 3 shall be conditioned upon such Holder's --------- participation in such underwriting and the inclusion of such Holder's Shares in such underwriting. All Holders proposing to distribute their Shares through such underwriting shall (together with the Company and the other Holders distributing their Shares through such underwriting) participate in the underwriting by entering into or completing, at the request of the underwriter or underwriters selected for such underwriting by the Company, an underwriting agreement, questionnaires, powers of attorney and indemnities in their customary form.

Underwritten Offer. If the registration of which the Company gives written notice under Paragraph 4(a)(i) above involves an underwriting, the Company shall so advise in such written notice. In such event the right of any Holder to registration pursuant to Paragraph 4(a) shall be conditioned upon such Holder(s)'s participation in such underwriting and the inclusion of such Holder's Registrable Securities in such underwriting. All Holder(s) proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw from the underwriting by prompt written notice to the Company and the underwriter.

Underwritten Offer. If the registration of which the Company gives written notice under Section 3.1(a) involves an underwriting, the Company shall so advise in such written notice. In such event the right of ACG to registration pursuant to Section 3.1 hereof shall be conditioned upon such ACG's participation in such underwriting and the inclusion of such ACG's Registrable Shares in such underwriting, subject to the provisions of Section 3.1(c). ACG shall together with the Company shall participate in the underwriting by entering, at the request of the underwriter or underwriters selected for such underwriting by the Company, into an underwriting agreement in their customary form.

Underwritten Offer. If the registration of which the Company gives ------------------ written notice under Paragraph 4(a)(i) above involves an underwriting, the Company shall so advise in such written notice. In such event the right of any Holder to registration pursuant to Paragraph 4(a) shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in such underwriting. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or ---------------------- ------------------- CUSIP NO. 450707 10 4 13D PAGE 28 OF 39 PAGES ---------------------- -------------------

Underwritten Offer. If any registration to which the provisions of Section 7.1 apply is intended to be an underwritten "firm commitment" public offering, the Company shall describe the terms and conditions of the underwriting arrangement in the notice given pursuant to Section 7.1 and Sellers' rights to have shares of the Common Stock registered thereunder shall be conditioned on Sellers' agreement, if so requested by the Company, to sell such shares pursuant to such underwriting agreement.

Underwritten Offer. If the registration of which the Company gives written notice under Section 4(a)(i) above involves an underwriting, the Company shall so advise in such written notice and shall use its best efforts to cause the managing underwriter(s) of the proposed underwritten offering to permit Holders to include their Registrable Securities in the underwriting on the same terms and conditions as similar terms of the Company included therein. In such event the right of any Holder to registration pursuant to Section 4(a) shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in such underwriting. All Holders proposing to distribute their Registrable Securities through such underwriting shall (together with the Company and the other holders distributing their Registrable Securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If any Holder disapproves of the terms of any such underwriting, such Holder may elect to withdraw from the underwriting by prompt written notice to the Company and the underwriter.