Common use of Underwritten Registration Clause in Contracts

Underwritten Registration. In the event (i) a registration pursuant to Section 8 involves an underwritten offering of securities so being registered, whether or not for sale for the account of the Company, to be distributed by or through one or more underwriters under underwriting terms appropriate for such a transaction, (ii) the Option Securities so requested to be registered for sale for the account of a Holder or Holders of Option Securities are not also to be included in such underwritten offering (because the Company has not been requested so to include such Option Securities pursuant to Section 8.1 hereof), and (iii) the managing underwriter of such underwritten offering shall inform the Company and the Holder or Holders of Option Securities requesting such registration in writing of its belief that the number of securities requested to included in such registration exceeds the number which can be sold in (or during the time of) such offering, then the Company may include all securities proposed by the Company to be sold for its own account and may decrease the number of Option Securities so proposed to be sold and so requested to be included in such registration by the Holder (or the Holders on a pro rata on the basis determined by dividing the number of shares of Option Securities requested to included in the registration by the Holders of such Option Securities by the total number of such Option Securities to be included in such registration statement) to the extent necessary to reduce the number of securities to be included in the registration to the level recommended by the managing underwriter.

Underwritten Registration. In If any of the event Registrable Securities covered by a Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be investment bankers and managers of recognized national standing (i) in the case of a registration Registration Statement filed pursuant to Section 8 involves 2(g), selected by the requesting Holder(s) and reasonably satisfactory to the Company and (ii) in the case of all other Registration Statements, selected by the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Company; and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up agreements and other documents reasonably required under the terms of such underwriting arrangements. Notwithstanding any other provision of this Agreement, if the underwriter, in the case of an underwritten offering offering, determines in good faith that marketing factors require a limitation of the number of shares to be offered in such underwritten offering, the Company will include in such registration, to the extent of the number of shares which the Company is so advised can be sold in such offering, (i) in the case of a registration requested by a party or parties other than a Holder, (x) first, securities of the Company requested to be included by such requesting party or parties, (y) second, securities the Company proposes to sell, and (z) other securities of the Company proposed to be included by Holders or other holders thereof, pro rata according to the number of securities so being registered, whether or not for sale for the account of the Company, proposed to be distributed included by or through one or more underwriters under underwriting terms appropriate for each such a transactionother party, (ii) in the Option Securities so case of a registration by the Company for its own account, (x) first, the securities proposed to be included by the Company, and (y) second, securities of the Company requested to be registered for sale for included by Holders or other holders thereof, pro rata according to the account number of a Holder or Holders of Option Securities are not also securities proposed to be included in by each such underwritten offering (because the Company has not been requested so to include such Option Securities pursuant to Section 8.1 hereof)other party, and (iii) in the managing underwriter case of a registration requested pursuant to Section 2(g), (x) first, securities of the Holders requested to be included by such underwritten offering shall inform Holders, (y) second, securities proposed to be included by the Company and the Holder or Holders of Option Securities requesting such registration in writing of its belief that other holders thereof, pro rata according to the number of securities requested to included in such registration exceeds the number which can be sold in (or during the time of) such offering, then the Company may include all securities proposed by the Company to be sold for its own account and may decrease the number of Option Securities so proposed to be sold and so requested to be included in by each such registration by the Holder (or the Holders on a pro rata on the basis determined by dividing the number of shares of Option Securities requested to included in the registration by the Holders of such Option Securities by the total number of such Option Securities to be included in such registration statement) to the extent necessary to reduce the number of securities to be included in the registration to the level recommended by the managing underwriterother party.

Underwritten Registration. (a) At the request (an “Underwriting Request”) of the Holders of at least two-thirds of the then outstanding Registrable Securities (the “Requesting Stockholders”), the distribution of the Registrable Securities covered by a Registration Statement filed or to be filed pursuant to Sections 2.1 or 2.2 hereof, shall be effected by means of an underwriting. (b) In the event (i) a registration pursuant to Section 8 involves of an underwritten offering of securities so being registeredUnderwriting Request, whether or not for sale for the account of the Company, together with all Holders proposing to distribute their securities through such underwriting (the “ Participating Stockholders”), shall enter into an underwriting agreement in customary form with the managing underwriter(s) selected for such underwriting by the Requesting Stockholders, which underwriter(s) shall be reasonably acceptable to the Company; provided, however, that no Holder shall be required to make any representations or warranties concerning the Company or its business, properties, prospects, financial condition or related matters. Notwithstanding any other provision of this Section 2.3, if the managing underwriter(s) advises the Company and the Participating Stockholders in writing that because the number of shares requested by the Participating Stockholders to be distributed by included in the registration exceeds the number which can be sold in an orderly manner in such offering within a price range acceptable to the Requesting Stockholders or through one or more underwriters under underwriting terms appropriate for such that marketing factors require a transaction, (ii) limitation of the Option Securities so requested number of shares to be registered for sale for underwritten on behalf of the account Participating Stockholders (the “Underwritten Registration Cutback”), and such Underwritten Registration Cutback results in less than all of a Holder or Holders the Registrable Securities of Option Securities the Participating Stockholders that are not also requested to be included in such underwritten offering (because the Company has not been requested so registration to include such Option Securities pursuant to Section 8.1 hereof), and (iii) the managing underwriter of such underwritten offering shall inform the Company and the Holder or Holders of Option Securities requesting such registration in writing of its belief that the number of securities requested to actually be included in such registration exceeds registration, then the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in (or during the time of) such offeringoffering without such interference or affect on the price or sale, then the Company may include all securities proposed by the Company to be sold for its own account and may decrease the such number of Option Registrable Securities so proposed to be sold and so requested to be included in such registration by the Holder (or the Holders on a shared pro rata among all of the Participating Stockholders based on the basis determined by dividing the number of shares of Option Securities requested to included in the registration by the Holders of such Option Securities by the total number of Registrable Securities held by each such Option Securities to be included Participating Stockholder. (c) In the event of an Underwriting Request, the Company shall: (1) cooperate with the Participating Stockholders, the underwriters participating in such registration statement) the offering and their counsel in any due diligence investigation reasonably requested by the Participating Stockholders or the underwriters in connection therewith, and participate, to the extent reasonably requested by the Participating Stockholders and the underwriter for the offering, in efforts to sell the Registrable Securities under the offering (including, without limitation, participating in “roadshow” meetings with prospective investors) that would be customary for underwritten primary offerings of a comparable amount of equity securities by the Company; (2) cooperate, to the extent reasonably requested, with each underwriter participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the Principal Market; (3) afford the Requesting Stockholders with the opportunity to participate in the drafting of the registration statement and the documentation relating thereto; (4) furnish, on the date on which such Registrable Securities are sold to the underwriter, (a) an opinion, dated such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters, if any, and (b) a “comfort” letter dated such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering, addressed to the underwriters; and (5) take all other steps reasonably necessary to reduce the number of securities to be included in effect the registration to of the level recommended by the managing underwriterRegistrable Securities contemplated hereby.

Underwritten Registration. In the event (i) a registration pursuant to Section 8 2 involves an underwritten offering of securities so being registered, whether or not for sale for the account of the Company, to be distributed by or through one or more underwriters under underwriting terms appropriate for such a transaction, (ii) the Option Registrable Securities so requested to be registered for sale for the account of a Holder holder or Holders holders of Option Registrable Securities are not also to be included in such underwritten offering (because the Company has not been requested so to include such Option Registrable Securities pursuant to Section 8.1 hereof2.1), and (iii) the managing underwriter of such underwritten offering shall inform the Company and the Holder holder or Holders holders of Option Registrable Securities requesting such registration in writing of its belief that the number of securities requested to be included in such registration exceeds the number which that can be sold in (or during the time of) such offering, then the Company may include all securities proposed by the Company to be sold for its own account and may decrease the number of Option Registrable Securities so proposed to be sold and so requested to be included in such registration by the Holder (or the Holders on a pro rata on the basis determined of the percentage of the securities of the Company, by dividing the number of shares of Option Securities shares, requested to included in the registration by the Holders holder or holders of such Option Registrable Securities by the total number of such Option Securities to be included in such registration statement) to the extent necessary to reduce the number of securities to be included in the registration to the level recommended by the managing underwriter.