Underwritten Offers Clause Samples

Underwritten Offers. (a) Whenever a registration requested pursuant to Section 1.2(b) hereof is for a firm commitment underwritten offering, the Holder(s) holding a majority of the Underlying Common Stock so requested to be included in such registration shall select the managing underwriter(s) of recognized standing to administer the offering, and each Holder requesting registration of its Underlying Common Stock for disposition in a firm commitment underwritten offering agrees to include such Underlying Common Stock in such firm commitment underwritten offering and shall be bound by the terms of the underwriting as agreed between the majority of Holders requesting registration and the underwriters. (b) In connection with a firm commitment underwritten offering of the Company's capital stock under Section 1.2(a) hereof, the Company shall not be required 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 good faith will not jeopardize the success of the offering by the Company. If the total amount of securities, including Underlying Common Stock, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company 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 Underlying Common Stock, which the underwriters determine in good faith will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder which is a holder of Underlying Common Stock and which is a partnership or corporation, the partners, retired partners and stockholders 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 stockholder", and any pro rata r...

Underwritten Offers. (a) If an offering is underwritten and ▇▇▇▇▇▇ chooses to sell all or any portion of his Shares pursuant to Section 1, ▇▇▇▇▇▇ shall sell through the underwriters selected by the Company and shall become a party to any underwriting agreement between the Company and such underwriter and shall be subject to the terms and conditions thereof. If such underwriter selected by the Company to manage the distribution of the shares being registered advises the Company in writing that, in its opinion, the inclusion of the Shares proposed to be sold by ▇▇▇▇▇▇ would have a material adverse effect on the distribution of all such shares of Common Stock, then the number of Shares which ▇▇▇▇▇▇ will be permitted to include in such registration statement will be reduced to an amount acceptable to the underwriter or underwriters. The Company has no obligation to reduce the number of shares of Common Stock proposed to be registered by it. The Company has no obligation to reduce the number of shares of Common Stock proposed to be registered by it. The Company has the right to delay, suspend, abandon or withdraw any offering prior to the effective date thereof without liability to ▇▇▇▇▇▇, provided such withdrawal is due to adverse market conditions as determined by the Company after consultation with its underwriters, if any. (b) In connection with any such underwritten offering, the Company shall agree to provide ▇▇▇▇▇▇ and any underwriter participating in the registration and distribution of such shares of Common Stock with such customary indemnification with respect to any liabilities arising out of or resulting from any registration statement, prospectus or any amendment or supplement thereto relating to any Shares; provided, that ▇▇▇▇▇▇ shall agree to indemnify the Company as provided in Section 5(b).

Underwritten Offers