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. 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.