Common use of Underwritten Registrations Clause in Contracts

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (provided that holders of Common Stock issued upon conversion of the Initial Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“"Managing Underwriters”") will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (provided that holders of Common Stock issued upon conversion of the Initial Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s 's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“"Managing Underwriters”") will be selected by the holders Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (provided that holders Holders of Common Stock issued upon conversion of the Initial Securities Notes shall not be deemed holders Holders of Common Stock, but shall be deemed to be holders Holders of the aggregate principal amount of Initial Securities Notes from which such Common Stock was converted). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s 's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”"MANAGING UNDERWRITERS") will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (provided that holders of Common Stock issued upon conversion of the Initial Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s 's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”"MANAGING UNDERWRITERS") will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (provided that holders of Common Stock issued upon conversion of the Initial Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted); provided, however, that such Managing Underwriters will be reasonably acceptable to the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s 's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“"Managing Underwriters”") will be selected by the holders Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (provided that holders Holders of Common Stock issued upon conversion of the Initial Securities Notes shall not be deemed holders Holders of Common Stock, but shall be deemed to be holders Holders of the aggregate principal amount of Initial Securities Notes from which such Common Stock was converted). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s 's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. Each Holder of the Transfer Restricted Securities hereby agrees with the Company and each other Holder that no Holder of the Transfer Restricted Securities may participate in any underwritten offering hereunder unless the Company gives its prior written consent to such underwritten offering (which it is under no obligations to do). If any of the Transfer Restricted Securities covered by the any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the holders Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (provided that holders of Common Stock issued upon conversion of the Initial Securities shall not be deemed holders of Common Stock, but and shall be deemed reasonably satisfactory to be holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted)Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (provided that holders of Common Stock issued upon conversion of the Initial Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted)) and such selection shall be subject to the Company’s consent, which shall not be unreasonably withheld or delayed. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Registrable Securities covered by the any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”"MANAGING UNDERWRITERS") will be selected by the holders Holders of a majority in aggregate principal amount of such Transfer Restricted Registrable Securities to be included in such offering (provided that holders Holders of Common Stock issued upon conversion of the Initial Securities Notes shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities Notes from which such Common Stock was converted), provided, however, that such Managing Underwriters will be reasonably acceptable to the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted 's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“"Managing Underwriters”") will be selected by the holders Holders of a majority in aggregate principal amount of such Transfer Restricted Securities Securities, covered by this Agreement and the Other Registration Rights Agreements, to be included in such offering (provided that holders Holders of Common Stock issued upon the conversion of the Initial Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders Holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s 's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration Registrations are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“"Managing Underwriters”") will be selected by the holders Notice Holders of a majority in aggregate principal amount at maturity of such Transfer Restricted Securities to be included in such offering (provided that holders the Holders of Common Stock Shares issued upon conversion of the Initial Securities Notes shall not be deemed holders Holders of Common StockShares, but shall be deemed to be holders Holders of the aggregate principal amount at maturity of Initial Securities Notes from which such Common Stock was Shares were converted)) and shall be reasonably acceptable to the Company. No person Holder may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Holder's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons Holders entitled hereunder to approve such arrangements and (ii) completes and executes all questionnairesquestionnaires (including the Notice and Questionnaire), powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“"Managing Underwriters”") will be selected by the holders Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (provided that holders of Common Stock issued upon conversion of the Initial Securities shall not be deemed holders of Common Stock, but and shall be deemed reasonably acceptable to the Company. The Company shall pay the fees and expenses of such investment bankers and managers only to the extent specifically provided in Section 4. In no event shall the Company be holders of the aggregate principal amount of Initial Securities from which responsible for paying any underwriting discounts or commissions in connection with such Common Stock was converted)underwritten offering. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s 's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the holders Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (provided that holders Holders of Common Stock issued upon conversion of the Initial Securities Notes shall not be deemed holders Holders of Common Stock, but shall be deemed to be holders Holders of the aggregate principal amount of Initial Securities Notes from which such Common Stock was converted). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”"MANAGING UNDERWRITERS") will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Securities Securities, covered by this Agreement and the Other Registration Rights Agreements, to be included in such offering (provided that holders Holders of Common Stock issued upon the conversion of the Initial Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders Holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s 's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering and reasonably acceptable to the Company (provided that holders of Common Stock issued upon conversion of the Initial Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Registrable Securities covered by the any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the holders Holders of a majority in aggregate principal amount of such Transfer Restricted Registrable Securities to be included in such offering (provided that holders Holders of Common Stock issued upon conversion of the Initial Securities Notes shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities Notes from which such Common Stock was converted), provided, however, that such Managing Underwriters will be reasonably acceptable to the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. (a) If any of the Transfer Restricted Registrable Securities covered by the Shelf 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 (“Managing Underwriters”) will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Registrable Securities to be included in such offering (provided that holders of Common Stock issued upon conversion of the Initial Securities Notes shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities Notes from which such Common Stock was converted). . (b) No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”"MANAGING UNDERWRITERS") will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (offering, provided that holders Holders of Common Stock issued upon conversion of the Initial Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders Holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted)) and that such Managing Underwriter must be reasonably satisfactory to the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s 's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. (a) If any of the Transfer Restricted Registrable Securities covered by the Shelf 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 of those Registrable Securities (“Managing Underwriters”) will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Registrable Securities to be included in such offering (provided that holders of Common Stock issued upon conversion of the Initial Securities Notes shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities Notes from which such Common Stock was converted). . (b) No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted 's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. (a) If any of the Transfer Restricted Registrable Securities covered by the Shelf 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 (“Managing Underwriters”) will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Registrable Securities to be included in such offering (provided that holders of Common Stock issued upon conversion of the Initial Securities Notes shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities Notes from which such Common Stock was converted). . (b) No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted 's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”"MANAGING UNDERWRITERS") will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (provided that holders of Common Stock issued upon conversion of the Initial Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s 's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the holders of a majority 33% in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (provided that holders of Common Stock Ordinary Shares issued upon conversion of the Initial Securities shall not be deemed holders of Common StockOrdinary Shares, but shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Common Stock Ordinary Shares was converted). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“"Managing Underwriters”") will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (provided that holders of Common Stock issued upon conversion of the Initial Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted); provided, however, that such Managing Underwriters will be reasonably acceptable to the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s 's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (the “Managing Underwriters”) will shall be selected designated by the holders Company subject to the consent of the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (provided that holders Holders of Common Stock issued upon conversion of the Initial Securities shall not be deemed holders Holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (provided that holders of Common Stock issued upon conversion of the Initial Securities Notes shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities Notes from which such Common Stock was converted). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements. Notwithstanding any other provisions of this Agreement to the contrary, the Company shall not be required to pay any underwriter discount, commission or similar fees related to the sale of the Transfer Restricted Securities.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (offering; provided that holders of Underlying Common Stock issued upon conversion of the Initial Securities Debentures shall not be deemed holders of Underlying Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities Debentures from which such Underlying Common Stock was converted). No person may participate in any underwritten registration offering hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. (a) If any of the Transfer Restricted Registrable Securities covered by the Shelf 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 (“"Managing Underwriters”") will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Registrable Securities to be included in such offering (provided that holders of Common Stock Shares issued upon conversion of the Initial Securities Notes shall not be deemed holders of Common StockShares, but shall be deemed to be holders of the aggregate principal amount of Initial Securities Notes from which such Common Stock was Shares were converted). . (b) No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted 's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Registrable Securities covered by the Shelf 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 (“Managing Underwriters”) will be selected by the holders Holders, of a majority in aggregate principal amount of such Transfer Restricted Registrable Securities to be included in such offering (provided that holders of Common Stock issued upon conversion offering, subject to the consent of the Initial Securities Company (which shall not be deemed unreasonably withheld or delayed); notwithstanding anything else herein to the contrary, such holders of Common Stock, but shall be deemed to be holders responsible for all underwriting commissions and discounts in connection therewith. The Company shall comply in all material respects with the terms of any underwriting agreements approved by the aggregate principal amount of Initial Securities from which such Common Stock was converted)Holders. No person Holder may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted its Registrable Securities on the basis reasonably provided in any underwriting arrangements approved agreed to by Holders of a majority in aggregate principal amount of the persons entitled hereunder to approve Registrable Securities included in such arrangements offering and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents agreed to by Holders of a majority in aggregate principal amount of the Registrable Securities included in such offering and reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Registrable Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“"Managing Underwriters”") will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Registrable Securities to be included in such offering (provided that holders of Common Stock issued upon conversion of the Initial Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted 's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (provided that holders of Common Stock issued upon conversion of the Initial Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted)converted and shall be reasonably acceptable to the Company. No person Holder may participate in any underwritten registration hereunder unless such person Holder (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (provided that holders of Common Stock issued upon conversion of the Initial Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (offering, provided that holders of Common Stock issued upon conversion of the Initial Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”"MANAGING UNDERWRITERS") will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (provided that holders Holders of Common Stock issued upon the conversion of the Initial Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders Holders of the aggregate principal amount of Initial Securities from which such Common Stock was converted). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s 's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Registrable Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“"Managing Underwriters”") will be selected by the holders Holders of a majority in aggregate principal amount of such Transfer Restricted Registrable Securities to be included in such offering (provided that holders Holders of Common Stock issued upon conversion of the Initial Securities Notes shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial Securities Notes from which such Common Stock was converted), provided, however, that such Managing Underwriters will be reasonably acceptable to the Company. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted 's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by the Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering (“Managing Underwriters”) will be selected by the holders of a majority in aggregate principal amount of such Transfer Restricted Securities to be included in such offering (provided that holders of Common Stock issued upon conversion of the Initial New Securities shall not be deemed holders of Common Stock, but shall be deemed to be holders of the aggregate principal amount of Initial New Securities from which such Common Stock was converted). No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.