Common use of Underwritten Registrations Clause in Contracts

Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering and shall be reasonably acceptable to the Company. No Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. (a) If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering and shall be reasonably acceptable to the CompanyIssuer. No Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder hereunder, unless such Holder (a) agrees to sell such Holder's ’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage administer the offering 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 shall be reasonably acceptable offering, subject to the Companyconsent of the Company (which shall not be unreasonably withheld or delayed). No Holder of Transfer Restricted Securities person may participate in any underwritten registration hereunder unless such Holder person (ai) agrees to sell such Holder's person’s Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (bii) 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 any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering and shall be reasonably acceptable to the CompanyIssuers and the Guarantors. No Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder unless if such Holder does not (a) agrees agree to sell such Holder's ’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes complete and executes execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage 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 shall be reasonably acceptable to the Company. No Holder of Transfer Restricted Securities person may participate in any underwritten registration hereunder unless such Holder person (ai) agrees to sell such Holderperson's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (bii) 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 Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering and shall be reasonably acceptable to the CompanyIssuer. No Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder hereunder, unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering and shall be reasonably acceptable to Stater Bros. and the CompanyGuarantors. No Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's ’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities Notes covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage administer the offering will be selected by the Holders holders of a majority in aggregate principal amount of such Transfer Restricted Securities Notes included in such offering and shall be reasonably acceptable offering, subject to the Companyconsent of the Company (which shall not be unreasonably withheld or delayed). No Holder of Transfer Restricted Securities person may participate in any underwritten registration hereunder unless such Holder person (ai) agrees to sell such Holderperson's Transfer Restricted Securities Notes on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (bii) 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 any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering and shall be reasonably acceptable to the Company. No Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's ’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offeringUnderwritten Offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Registrable Securities included in such offering and shall be reasonably acceptable to with the consent of the Company, which consent shall not be unreasonably withheld or delayed. No Holder of Transfer Restricted Securities may participate in any underwritten registration Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) 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 Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering and shall be reasonably acceptable to the Company. No Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder hereunder, unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. (a) If any of the Transfer Restricted Securities Notes covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities Notes included in such offering and shall be reasonably acceptable to the CompanyIssuer. No Holder of Transfer Restricted Securities Notes may participate in any underwritten registration hereunder hereunder, unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities Notes on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities Notes covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage administer the offering will be selected by the Holders of a majority in aggregate principal amount at maturity of such Transfer Restricted Securities Notes included in such offering and shall be reasonably acceptable offering, subject to the Companyconsent of the Company (which will not be unreasonably withheld or delayed). No Holder of Transfer Restricted Securities person may participate in any underwritten registration hereunder unless such Holder person (ai) agrees to sell such Holder's Transfer Restricted Securities Notes on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. (a) If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage administer the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering and shall be reasonably acceptable offering, subject to the Companyconsent of the Company (which will not be unreasonably withheld or delayed). No Holder of Transfer Restricted Securities person may participate in any underwritten registration hereunder unless such Holder person (ai) agrees to sell such Holderperson's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering and shall be reasonably acceptable to the CompanyIssuers. No Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering and shall be reasonably acceptable to the CompanyIssuers and the Guarantors. No Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder unless if such Holder does not (a) agrees agree to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes complete and executes execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage 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 shall be reasonably acceptable to the Company. No Holder of Transfer Restricted Securities person may participate in any underwritten registration hereunder unless such Holder person (ai) agrees to sell such Holderperson's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (bii) 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 any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering and shall be reasonably acceptable to the CompanyIssuer. No Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder hereunder, unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offeringUnderwritten Offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Registrable Securities included in such offering and with the consent of the Issuers, which consent shall not be reasonably acceptable to the Companyunreasonably withheld or delayed. No Holder of Transfer Restricted Securities may participate in any underwritten registration Underwritten Registration hereunder unless such Holder Xxxxxx (a) agrees to sell such HolderXxxxxx's Transfer Restricted Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) 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 any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker underwriter or investment bankers underwriters and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Registrable Securities included in such offering and shall be offering; PROVIDED, HOWEVER, that such selection is reasonably acceptable to the CompanyIssuers. No Holder of Transfer Restricted Securities Registrable Notes may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering and shall be reasonably acceptable to the CompanyIssuer. No Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder unless if such Holder does not (a) agrees agree to sell such Holder's ’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes complete and executes execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering and shall be reasonably acceptable to the CompanyIssuer. No Holder or beneficial owner of Transfer Restricted Securities may participate in any underwritten registration hereunder hereunder, unless such Holder or beneficial owner (a) agrees to sell such Holder's its Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage 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 shall will be reasonably acceptable to the Company. No Holder of Transfer Restricted Securities person may participate in any underwritten registration hereunder unless such Holder person (ai) agrees to sell such Holderperson's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (bii) 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 any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering and shall be reasonably acceptable to the CompanyIssuer and the Guarantors. No Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering and shall be reasonably acceptable to the Company. Stater Bros. No Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker banking firm or investment bankers firms that will underwrite the offering and the manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Registrable Securities included in such offering and shall be reasonably acceptable to the Company. No Holder of Transfer Restricted Registrable Securities may participate in any underwritten registration offering hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) 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 any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering and shall be reasonably acceptable to the Company. No Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. (a) If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering and shall be reasonably acceptable to the CompanyIssuer. No Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder hereunder, unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities Notes covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Majority Holders of a majority in aggregate principal amount of such Transfer Restricted Securities Notes included in such offering and shall be reasonably offering, PROVIDED such banker or manager is acceptable to the Company, acting reasonably. No Holder of Transfer Restricted Securities Notes may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities Notes on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage 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 shall be reasonably acceptable to the Companyoffering. No Holder of Transfer Restricted Securities person may participate in any underwritten registration offering hereunder unless such Holder person (ai) agrees to sell such Holderperson's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (bii) 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 Bonds covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage administer the offering ("Managing Underwriters") will be selected by the Holders of a majority in aggregate principal amount of such the Transfer Restricted Securities Bonds included in such offering and shall that offering, but the Managing Underwriters must be reasonably acceptable satisfactory to the Company. No Holder of Transfer Restricted Securities person may participate in any underwritten registration hereunder unless such Holder that person (a) agrees to sell such Holderthat person's Transfer Restricted Securities Bonds on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements those arrangements; and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such those underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offeringUnderwritten Offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Registrable Securities included in such offering and with the consent of the Issuers, which consent shall not be reasonably acceptable to the Companyunreasonably withheld or delayed. No Holder of Transfer Restricted Securities may participate in any underwritten registration Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) 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 any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in liquidation preference or aggregate principal amount amount, as applicable, of such Transfer Restricted Securities included in such offering and shall be reasonably acceptable to the Company. No Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. (a) If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage administer the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering and shall be reasonably acceptable offering, subject to the Companyconsent of the Company (which will not be unreasonably withheld or delayed). No Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder unless such Holder (ai) agrees to sell such Holder's its Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (bii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage 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 shall will be reasonably acceptable to the Company. No Holder of Transfer Restricted Securities person may participate in any underwritten registration hereunder unless such Holder person (ai) agrees to sell such Holderperson's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (bii) 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 any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering and shall be reasonably acceptable to the CompanyIssuers. No Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Underwritten Registrations. If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering and shall be reasonably acceptable to the CompanyIssuers. No Holder of Transfer Restricted Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder's Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.