Common use of Demand Registrations Clause in Contracts

Demand Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Holder pursuant to a Registration under Section 2.01, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.09. Each Participating Holder shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with, the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Demand Registrations. For any Underwritten Offering pursuant to Section 9.1 above, a majority in interest of the Initiating Holders will have the right to select the managing underwriter(s) or underwriters to administer such offering (but subject to the Company’s reasonable approval). If requested by the underwriters for any Underwritten Offering requested by any Participating Holder pursuant to a Registration under Section 2.01underwriters, the Company shall and each Registrable Securities Holder participating in such registration will enter into an underwriting agreement with such underwriters for such offeringthe managing underwriter(s), such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder the Initiating Holders and the underwriters, and and, unless consented to by Initiating Holders, to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.099.14. Each Participating Holder shall The Company will cooperate reasonably with the Company Registrable Securities Holders of the Registrable Securities proposed to be distributed by such underwriters in any such Underwritten Offering in the negotiation of such the underwriting agreement agreement, and shall the Purchaser will give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Such Registrable Securities Holders shall of the Registrable Securities to be distributed by such underwriters will be parties to such underwriting agreement, which underwriting agreement shall will, unless consented to by the Initiating Holders, (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and offerings, (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall will be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with, the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities Holders, and any other (iii) contain such representations required to be made by such Participating Holder under applicable law, rule or regulationand warranties by, and the aggregate amount of other agreements on the liability of such Participating Holder part of, the Registrable Securities Holders as are customarily made by selling stockholders in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offeringunderwritten public offerings.

Demand Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Holder Public Offering, pursuant to a Registration or sale under Section 2.013.1 or Section 3.2, the Company shall enter into an underwriting agreement with such underwriters for such offeringunderwriters, such agreement to be reasonably satisfactory in substance and form to each of the Company, each Participating Holder the Holders and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable . The Holders of the Registrable Securities proposed to the recipient thereof than those provided in Section 2.09. Each Participating Holder be distributed by such underwriters shall cooperate reasonably with the Company in the negotiation of such the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating , and such Holders shall be parties to complete and execute all questionnaires, powers of attorney and other documents reasonably requested by the underwriters and required under the terms of such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holdersarrangements. Any such Participating Holder shall not be required to make any representations or warranties to, to or agreements with, with the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution and any other representations required to be made by such Participating the Holder under applicable law, rule or regulationas are generally prevailing in agreements of that type, and the aggregate amount of the liability of such Participating Holder in connection with under such underwriting agreement shall not exceed such Participating Holder’s proceeds from the sale of its Registrable Securities in the offering, net proceeds after of underwriting discounts and commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offeringexpenses.

Demand Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Holder holders of Registrable Securities pursuant to a Registration under Section 2.012.1, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder holders of a majority of the Registrable Securities to be included in such underwriting, and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including including, without limitation, indemnities no less favorable to the recipient thereof than those provided in Section 2.092.8. Each Participating Holder shall The holders of the Registrable Securities proposed to be distributed by such underwriters will cooperate reasonably with the Company in the negotiation of such the underwriting agreement and shall will give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders Such holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreementagreement and may, which underwriting agreement shall (i) contain such at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily underwriters shall also be made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holdersholders of Registrable Securities. Any such Participating Holder holder of Registrable Securities shall not be required to make any representations or warranties to, to or agreements with, with the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company)holder, such Participating Holder’s title to the holder's Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s holder's intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Demand Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Holder Holders of Registrable Securities pursuant to a Registration under Section 2.012.1, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder the Investor Shareholder(s) requesting such Demand Registration or Underwritten Shelf Takedown and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.09Article VI. Each Participating Holder The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration agreement. Such Holders of Registrable Securities to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders be distributed by such underwriters shall be parties to such underwriting agreement, which underwriting agreement shall (ia) contain such representations and warranties byby such Holders of Registrable Securities and such other terms as are generally prevailing in agreements of that type, including indemnities, and the other agreements on the part ofaggregate amount of liability of any Holder shall not exceed such Holder’s net proceeds from such Underwritten Offering, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (iib) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or agreements with, the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Holders of Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Demand Registrations. If requested In connection with any Demand Registration by the underwriters for any Underwritten Offering requested by any Participating Holder holders of Registrable Securities pursuant to a Registration under Section 2.015.1(a), the Company shall select the investment banker(s) and manager(s) that will administer the offering (the "Underwriters") which such Underwriter shall be a first or second tier underwriter and shall be subject to the approval by the holders of a majority of the Registrable Securities to be included in such Demand Registration (after consultation with each holder of Registrable Securities) which shall not be unreasonably withheld. The Company will enter into an underwriting agreement with such underwriters Underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Companyholders of a majority of the Registrable Securities to be included in such Demand Registration, each Participating Holder and the underwriters, Underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that such type, including including, without limitation, indemnities no less favorable to the recipient thereof than those effect and to the extent provided in Section 2.095.6. Each Participating Holder shall cooperate reasonably with the Company The Investor Counsel may, at its option, participate in the negotiation of the underwriting agreement. The holders of such Registrable Securities shall be a party to such underwriting agreement and shall give consideration to the reasonable suggestions may, at their option, require that any or all of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily Underwriters shall also be made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide for the benefit of the holders of such Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters Underwriters under such underwriting agreement also shall be conditions precedent to the obligations of the holders of such Participating HoldersRegistrable Securities. Any holder of such Participating Holder Registrable Securities shall not be required to make any representations or warranties to, to or agreements with, with the Company or the underwriters in connection with such underwriting agreement Underwriters other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company)holder, such Participating Holder’s title to the holder's Registrable Securities, Securities and such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s holder's intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution and any other representations representation required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten OfferingLaw.

Demand Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Holder pursuant to a Registration under Section 2.01, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.09. Each Participating Holder shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or and other agreements with, the Company or and the underwriters in connection with such underwriting agreement other than customary as are customarily made by selling stockholders in secondary underwritten public offerings, including representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Demand Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Holder pursuant to a Registration under Section 2.01, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.09customary indemnities. Each Participating Holder shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to, or and other agreements with, the Company or and the underwriters in connection with such underwriting agreement other than customary as are customarily made by selling stockholders in secondary underwritten public offerings, including representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Demand Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Holder Holders of Registrable Securities pursuant to a Demand Registration under Section 2.015.1 or 5.2, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder and Holders of a majority of the underwritersRegistrable Securities to be included in such underwriting, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.095.3. Each Participating Holder The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate reasonably with the Company in the negotiation of such the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Such Holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating HoldersHolders of Registrable Securities. Any such Participating Holder of Registrable Securities shall not be required to make any representations or warranties to, to or agreements with, with the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution and any other representations required to be made by such Participating the Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten OfferingOffering and with respect to liability for information, shall be limited to information provided by such Holder in writing for use in the related Prospectus and Registration Statement.

Demand Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Holder Holders of Registrable Securities pursuant to a Demand Registration under Section 2.015.1 or 5.2, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder and Holders of a majority of the underwritersRegistrable Securities to be included in such underwriting, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.095.3. Each Participating Holder The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate reasonably with the Company in the negotiation of such the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Such Holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating HoldersHolders of Registrable Securities. Any such Participating Holder of Registrable Securities shall not be required to make any representations or warranties to, to or agreements with, with the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating Holder’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution and any other representations required to be made by such Participating the Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Demand Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Holder Holders of Registrable Securities pursuant to a Demand Registration under Section 2.015.1 or 5.2, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Holder and Holders of a majority of the underwritersRegistrable Securities to be included in such underwriting, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.095.3. Each Participating Holder The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate reasonably with the Company in the negotiation of such the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Such Holders of Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders of Registrable Securities as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating HoldersHolders of Registrable Securities. Any such Participating Holder of Registrable Securities shall not be required to make any representations or warranties to, to or agreements with, with the Company or the underwriters in connection with such underwriting agreement other than customary representations, warranties or agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating HolderXxxxxx’s title to the Registrable Securities, such Participating Holder’s authority to sell the Registrable Securities, such Participating HolderXxxxxx’s intended method of distribution, absence of liens with respect to the Registrable Securities, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities distribution and any other representations required to be made by such Participating the Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten OfferingOffering and with respect to liability for information, shall be limited to information provided by such Holder in writing for use in the related Prospectus and Registration Statement.