Common use of Demand Underwritten Offerings Clause in Contracts

Demand Underwritten Offerings. If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be consistent with the terms hereof, to contain such representations and warranties by the Company and such other terms as are generally included in agreements of this type, including indemnities customarily included in such agreements, and to be otherwise reasonably satisfactory in form and substance to the Requisite Registration Participants, the Company and the underwriters. The Participating Stockholders holding the Registrable Securities to be distributed by such underwriters will cooperate in good faith with the Company in the negotiation of the underwriting agreement. The Participating Stockholders holding the Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and may, at the option of the Requisite Registration Participants, 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 underwriters shall also be made to and for the benefit of such Participating Stockholders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to the obligations of such Participating Stockholders. The Company shall cooperate as reasonably requested by any such Participating Stockholder in order to limit (a) any representations or warranties to, or agreements with, the Company or the underwriters to be made by such Participating Stockholder only to representations, warranties or agreements regarding such Participating Stockholder, such Participating Stockholder's Registrable Securities and such Participating Stockholder's intended method of distribution and any other representation required by applicable law and (b) such Participating Stockholder's maximum liability in respect of its indemnification and contribution obligations under such underwriting agreement to an amount equal to the net proceeds actually received by such Participating Stockholder (after deducting any underwriting fees, discounts and expenses) from the sale of Registrable Securities pursuant to such Demand Registration.

Demand Underwritten Offerings. If requested by the underwriters sole or lead managing Underwriter for any underwritten offering of Registrable Securities Underwritten Offering effected pursuant to a Demand Registration or an S-3 Registration, the Company will shall enter into an a customary underwriting agreement with such underwriters the Underwriters for such offering, such agreement to be consistent with the terms hereof, reasonably satisfactory in substance and form to each Stockholder of Registrable Securities participating in such offering and to contain such representations and warranties by the Company and such other terms as are generally included prevailing in agreements of this that type, including indemnities customarily included in such agreementsincluding, without limitation, indemnification and contribution to the effect and to the extent provided in Section 5. (b) Stockholders of Registrable Securities to be otherwise reasonably satisfactory in form and substance Parties to the Requisite Registration Participants, the Company and the underwritersUnderwriting Agreement. The Participating Stockholders holding the owning Registrable Securities to be distributed by such underwriters will cooperate Underwriters in good faith with the Company in the negotiation of the underwriting agreement. The Participating Stockholders holding the Registrable Securities to be distributed an Underwritten Offering contemplated by such underwriters Section 2 shall be parties to such the underwriting agreement between the Company and such Underwriters and may, at the option of the Requisite Registration Participantssuch Stockholders' 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 underwriters Underwriters shall also be made to and for the benefit of such Participating Stockholders owning Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters Underwriters under such underwriting agreement also be conditions precedent to the obligations of such Participating Stockholders. The Stockholders owning Registrable Securities; provided, however, that the Company shall cooperate as reasonably requested not be required to make any representations or warranties with respect to written information specifically provided by any such Participating a selling Stockholder for inclusion in order the Registration Statement. No Stockholder shall be required to limit (a) make any representations or warranties to, or agreements with, the Company or the underwriters to be made by such Participating Stockholder only to Underwriters other than representations, warranties or agreements regarding such Participating Stockholder, such Participating Stockholder's Registrable Securities and such Participating Stockholder's intended method of distribution and any other representation required by applicable law and (b) such Participating Stockholder's maximum liability in respect of its indemnification and contribution obligations under such underwriting agreement to an amount equal to the net proceeds actually received by such Participating Stockholder (after deducting any underwriting fees, discounts and expenses) from the sale of Registrable Securities pursuant to such Demand Registrationdisposition.

Demand Underwritten Offerings. If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration, the Company will shall enter into an underwriting agreement with such underwriters for such offering, provided that such agreement shall (a) be satisfactory in substance and form to be consistent with the terms hereof, to Requesting Investor requesting such Demand Registration and the underwriters and (b) contain such representations and warranties by the Company and such other terms as are generally included in agreements of this type, including indemnities customarily included in such agreements, and to be otherwise reasonably satisfactory in form and substance to the Requisite Registration Participants, the Company and the underwriters. The Participating Stockholders holding holders of the Registrable Securities to be distributed by such underwriters will shall cooperate in good faith with the Company in the negotiation of the underwriting agreement. The Participating Stockholders holding holders of the Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and may, at the option of the Requisite Registration Participantstheir 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 underwriters shall also be made to and for the benefit of such Participating Stockholders holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to the obligations of such Participating Stockholdersholders of Registrable Securities. The Company shall cooperate as reasonably requested by with any such Participating Stockholder holder of Registrable Securities in order to limit (a) any representations or warranties to, or agreements with, the Company or the underwriters to be made by such Participating Stockholder holder only to representations, warranties or agreements regarding such Participating Stockholderholder, such Participating Stockholderholder's Registrable Securities and Securities, such Participating Stockholderholder's intended method of distribution and any other representation required by applicable law and (b) such Participating Stockholder's maximum liability in respect of its indemnification and contribution obligations under such underwriting agreement to an amount equal to the net proceeds actually received by such Participating Stockholder (after deducting any underwriting fees, discounts and expenses) from the sale of Registrable Securities pursuant to such Demand Registrationlaw.

Demand Underwritten Offerings. If requested by the underwriters for any underwritten offering offerings of Registrable Securities pursuant to a Demand Registration, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be consistent with satisfactory in substance and form to a majority (by number of shares) of holders of Registrable Securities on a Diluted Basis being offered and the terms hereofunderwriters, and to contain such representations and warranties by the Company and such other terms as are generally included in agreements of this type, including including, without limitation, indemnities customarily included in such agreements, and to be otherwise reasonably satisfactory in form and substance to the Requisite Registration Participants, the Company and the underwriters. The Participating Stockholders holding holders of the Registrable Securities to be distributed by such underwriters will cooperate in good faith with the Company in the negotiation of the underwriting agreement. The Participating Stockholders holding the holders of Registrable Securities to be distributed by such underwriters shall may be parties to such underwriting agreement and such holders may, at the option of the Requisite Registration Participantstheir 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 underwriters shall also be made to and for the benefit of such Participating Stockholders holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to the obligations of such Participating Stockholdersholders of Registrable Securities. The Company shall cooperate as reasonably requested by with any such Participating Stockholder holder of Registrable Securities in order to limit (a) any representations or warranties to, or agreements with, the Company or the underwriters to be made by such Participating Stockholder holder only to those representations, warranties or agreements regarding such Participating Stockholderholder, such Participating Stockholderholder's Registrable Securities and such Participating Stockholderholder's intended method of distribution and any other representation required by applicable law and (b) such Participating Stockholder's maximum liability in respect of its indemnification and contribution obligations under such underwriting agreement to an amount equal to the net proceeds actually received by such Participating Stockholder (after deducting any underwriting fees, discounts and expenses) from the sale of Registrable Securities pursuant to such Demand Registrationlaw.

Demand Underwritten Offerings. If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be consistent with satisfactory in substance and form to the terms hereofRequired 399 Stockholders requesting such Demand Registration (or, in the case of a Qualifying Offering requested pursuant to Section 2.1(a), the holders of a majority (by number of shares) of the Registrable Securities included in such Demand Registration) and the underwriters, to contain such representations and warranties by the Company and such other terms as are generally included in agreements of this type, including indemnities customarily included in such agreements, and to be otherwise reasonably satisfactory in form and substance to the Requisite Registration Participants, the Company and the underwritersCompany. The Participating Stockholders holding holders of the Registrable Securities to be distributed by such underwriters will cooperate in good faith with the Company in the negotiation of the underwriting agreement. The Participating Stockholders holding holders of the Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and may, at the option of the Requisite Registration Participantstheir 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 underwriters shall also be made to and for the benefit of such Participating Stockholders holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to the obligations of such Participating Stockholdersholders of Registrable Securities. The Company shall cooperate as reasonably requested by with any such Participating Stockholder holder of Registrable Securities in order to limit (a) any representations or warranties to, or agreements with, the Company or the underwriters to be made by such Participating Stockholder holder only to representations, warranties or agreements regarding such Participating Stockholderholder, such Participating Stockholderholder's Registrable Securities and Securities, such Participating Stockholderholder's intended method of distribution and any other representation required by applicable law and (b) such Participating Stockholder's maximum liability in respect of its indemnification and contribution obligations under such underwriting agreement to an amount equal to the net proceeds actually received by such Participating Stockholder (after deducting any underwriting fees, discounts and expenses) from the sale of Registrable Securities pursuant to such Demand Registrationlaw.

Demand Underwritten Offerings. If requested by the underwriters for any underwritten offering Public Offering of Registrable Securities pursuant to a Demand RegistrationRequest or Shelf Takedown Request, the Company will shall enter into an underwriting agreement with such underwriters for such offering, provided that such agreement shall (a) be satisfactory in substance and form to be consistent with the terms hereof, to Requisite Participating Investors requesting such underwritten Public Offering and the underwriters and (b) contain such representations and warranties by the Company and such other terms as are generally included in agreements of this type, including indemnities customarily included in such agreements, and to be otherwise reasonably satisfactory in form and substance to the Requisite Registration Participants, the Company and the underwriters. The Participating Stockholders holding holders of the Registrable Securities to be distributed by such underwriters will shall cooperate in good faith with the Company in the negotiation of the underwriting agreement. The Participating Stockholders holding right of the holders of the Registrable Securities to be distributed by participate in such underwriters registration shall be conditioned upon their becoming parties to such underwriting agreement and agreement. Such holders of Registrable Securities may, at the option of the Requisite Registration Participantstheir 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 underwriters shall also be made to and for the benefit of such Participating Stockholders holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to the obligations of such Participating Stockholdersholders of Registrable Securities. The Company shall cooperate as reasonably requested by with any such Participating Stockholder holder of Registrable Securities in order to limit (a) any representations or warranties to, or agreements with, the Company or the underwriters to be made by such Participating Stockholder holder only to representations, warranties or agreements regarding such Participating Stockholderholder, such Participating Stockholder's holder’s Registrable Securities and Securities, such Participating Stockholder's holder’s intended method of distribution and any other representation required by applicable law and (b) such Participating Stockholder's maximum liability in respect of its indemnification and contribution obligations under such underwriting agreement to an amount equal to the net proceeds actually received by such Participating Stockholder (after deducting any underwriting fees, discounts and expenses) from the sale of Registrable Securities pursuant to such Demand Registrationlaw.

Demand Underwritten Offerings. If requested by the underwriters for any underwritten offering of Registrable Securities by the Participating Holders pursuant to a Demand Registrationregistration requested under Section 2.1, the Company will shall enter into an a customary underwriting agreement with such underwriters for such offering, such the managing underwriter(s) selected by the Majority Participating Holders pursuant to Section 2.1(f). Such underwriting agreement shall be reasonably satisfactory in form and substance to be consistent with the terms hereof, to Majority Participating Holders and the Company and shall contain such representations and warranties by by, and such other agreements on the part of, the Company and such other terms as are generally included prevailing in agreements of this that type, including indemnities customarily included in such agreements, customary provisions relating to indemnification and to be otherwise reasonably satisfactory in form and substance contribution which are no less favorable to the Requisite Registration Participants, the Company and the underwritersrecipient than those provided in Section 2.6. The Each Participating Stockholders holding the Registrable Securities Holder shall be a party to be distributed by such underwriters will cooperate in good faith with the Company in the negotiation of the underwriting agreement. The Majority Participating Stockholders holding the Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and Holders may, at the option of the Requisite Registration Participantstheir 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 underwriters shall also be made to and for the benefit of such each Participating Stockholders Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to the obligations of such each Participating Stockholders. The Holder; provided that the Company shall cooperate as reasonably requested by any such Participating Stockholder in order not be required to limit (a) make any representations or warranties to, with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. No Participating Holder shall be required to make any representations or warranties to or agreements with, with the Company or the underwriters to be made by such Participating Stockholder only to other than representations, warranties or agreements regarding such Participating StockholderHolder, such Participating Stockholder's its ownership of and title to the Registrable Securities and such Participating Stockholder's Securities, its intended method of distribution distribution, and disclosures related to the foregoing; and any liability of any Participating Holder to any underwriter or other representation required by applicable law and (b) such Participating Stockholder's maximum liability in respect of its indemnification and contribution obligations Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net proceeds actually received of expenses and underwriting discounts and commissions) that it derives from such registration, except in the case of willful fraud by such Participating Stockholder (after deducting any underwriting fees, discounts and expenses) from the sale of Registrable Securities pursuant to such Demand RegistrationHolder.

Demand Underwritten Offerings. If requested by the underwriters for any underwritten offering Underwritten Public Offering of Registrable Securities pursuant to a Demand RegistrationRequest or Shelf Takedown Request, the Company will shall enter into an underwriting agreement with such underwriters for such offering, provided that such agreement shall (a) be satisfactory in substance and form to be consistent with the terms hereof, to Requisite Requesting Shareholders requesting such Underwritten Public Offering and the underwriters and (b) contain such representations and warranties by the Company and such other terms as are generally included in agreements of this type, including indemnities customarily included in such agreements, and to be otherwise reasonably satisfactory in form and substance to the Requisite Registration Participants, the Company and the underwriters. The Participating Stockholders holding holders of the Registrable Securities to be distributed by such underwriters will shall cooperate in good faith with the Company in the negotiation of the underwriting agreement. The Participating Stockholders holding right of the holders of the Registrable Securities to be distributed by participate in such underwriters registration shall be conditioned upon their becoming parties to such underwriting agreement and agreement. Such holders of Registrable Securities may, at the option of the Requisite Registration Participantstheir 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 underwriters shall also be made to and for the benefit of such Participating Stockholders holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to the obligations of such Participating Stockholdersholders of Registrable Securities. The Company shall cooperate as reasonably requested by with any such Participating Stockholder holder of Registrable Securities in order to limit (a) any representations or warranties to, or agreements with, the Company or the underwriters to be made by such Participating Stockholder holder only to representations, warranties or agreements regarding such Participating Stockholderholder, such Participating Stockholder's holder’s Registrable Securities and Securities, such Participating Stockholder's holder’s intended method of distribution and any other representation required by applicable law and (b) such Participating Stockholder's maximum liability in respect of its indemnification and contribution obligations under such underwriting agreement to an amount equal to the net proceeds actually received by such Participating Stockholder (after deducting any underwriting fees, discounts and expenses) from the sale of Registrable Securities pursuant to such Demand Registrationlaw.

Demand Underwritten Offerings. If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be consistent with satisfactory in substance and form to the terms hereofRequired 399 Stockholders or the Required CMP Stockholders, as the case may be, requesting such Demand Registration (or, in the case of a Qualifying Offering requested pursuant to Section 2.1(a), the holders of a majority (by number of shares) of the Registrable Securities included in such Demand Registration) and the underwriters, to contain such representations and warranties by the Company and such other terms as are generally Registration Rights Agreement included in agreements of this type, including indemnities customarily included in such agreements, and to be otherwise reasonably satisfactory in form and substance to the Requisite Registration Participants, the Company and the underwritersCompany. The Participating Stockholders holding holders of the Registrable Securities to be distributed by such underwriters will cooperate in good faith with the Company in the negotiation of the underwriting agreement. The Participating Stockholders holding holders of the Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and may, at the option of the Requisite Registration Participantstheir 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 underwriters shall also be made to and for the benefit of such Participating Stockholders holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to the obligations of such Participating Stockholdersholders of Registrable Securities. The Company shall cooperate as reasonably requested by with any such Participating Stockholder holder of Registrable Securities in order to limit (a) any representations or warranties to, or agreements with, the Company or the underwriters to be made by such Participating Stockholder holder only to representations, warranties or agreements regarding such Participating Stockholderholder, such Participating Stockholderholder's Registrable Securities and Securities, such Participating Stockholderholder's intended method of distribution and any other representation required by applicable law and (b) such Participating Stockholder's maximum liability in respect of its indemnification and contribution obligations under such underwriting agreement to an amount equal to the net proceeds actually received by such Participating Stockholder (after deducting any underwriting fees, discounts and expenses) from the sale of Registrable Securities pursuant to such Demand Registrationlaw.

Demand Underwritten Offerings. If requested by the underwriters for any underwritten offering of Registrable Securities pursuant to a Demand Registration, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be consistent with satisfactory in substance and form to the terms hereofRequired 399 Stockholders or the Required CMP Stockholders, as the case may be, requesting such Demand Registration (or, in the case of a Qualifying Offering requested pursuant to Section 2.1(a), the holders of a majority (by number of shares) of the Registrable Securities included in such Demand Registration) and the underwriters, to contain such representations and warranties by the Company and such other terms as are generally included in agreements of this type, including indemnities customarily included in such agreements, and to be otherwise reasonably satisfactory in form and substance to the Requisite Registration Participants, the Company and the underwritersCompany. The Participating Stockholders holding holders of the Registrable Securities to be distributed by such underwriters will cooperate in good faith with the Company in the negotiation of the underwriting agreement. The Participating Stockholders holding holders of the Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and may, at the option of the Requisite Registration Participantstheir option, require that any or all of the representations and warranties by, and the other Registration Rights Agreement agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Stockholders holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to the obligations of such Participating Stockholdersholders of Registrable Securities. The Company shall cooperate as reasonably requested by with any such Participating Stockholder holder of Registrable Securities in order to limit (a) any representations or warranties to, or agreements with, the Company or the underwriters to be made by such Participating Stockholder holder only to representations, warranties or agreements regarding such Participating Stockholderholder, such Participating Stockholderholder's Registrable Securities and Securities, such Participating Stockholderholder's intended method of distribution and any other representation required by applicable law and (b) such Participating Stockholder's maximum liability in respect of its indemnification and contribution obligations under such underwriting agreement to an amount equal to the net proceeds actually received by such Participating Stockholder (after deducting any underwriting fees, discounts and expenses) from the sale of Registrable Securities pursuant to such Demand Registrationlaw.

Demand Underwritten Offerings. If requested by the underwriters underwriter, placement agent or initial purchaser for any underwritten offering of Registrable Securities pursuant to a Demand Registrationregistration requested under Section 2.1, the Company will shall enter into an a customary underwriting agreement, placement agent agreement or initial purchaser agreement with such underwriters the managing underwriter(s), placement agent or initial purchaser selected by the Initiating Holder pursuant to Section 2.1(f). Such agreement shall be reasonably satisfactory in form and substance to the Company and the Initiating Holder for such offering, such agreement to be consistent with the terms hereof, to applicable Demand Registration Statement and shall contain such representations and warranties by by, and such other agreements on the part of, the Company and such other terms as are generally included prevailing in agreements of this that type, including indemnities customarily included in such agreementsincluding, without limitation, customary provisions relating to indemnification and to be otherwise reasonably satisfactory in form and substance contribution which are no less favorable to the Requisite Registration Participants, the Company and the underwritersrecipient than those provided in Section 2.6 hereof. The Participating Stockholders holding the Registrable Securities to be distributed by such underwriters will cooperate in good faith with the Company in the negotiation of the underwriting agreement. The Participating Stockholders holding the Registrable Securities to be distributed by such underwriters shall be parties to such underwriting agreement and Initiating Holder may, at the option of the Requisite Registration Participantsits 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 underwriters underwriters, placement agent or initial purchaser shall also be made to and for the benefit of such each Participating Stockholders Holder and that any or all of the conditions precedent to the obligations of such underwriters underwriter, placement agent or initial purchaser under such underwriting the relevant agreement also be conditions precedent to the obligations of such each Participating Stockholders. The Holder; provided, however, that the Company shall cooperate as reasonably requested by any such Participating Stockholder in order not be required to limit (a) make any representations or warranties to, with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. No Participating Holder shall be required to make any representations or warranties to or agreements with, with the Company or the underwriters to be made by such Participating Stockholder only to other than representations, warranties or agreements regarding such Participating StockholderHolder, such Participating Stockholder's its ownership of and title to the Registrable Securities and such Participating Stockholder's Securities, its intended method of distribution distribution, and disclosures related to the foregoing; and any liability of any Participating Holder to any underwriter, placement agent or initial purchaser or other representation required by applicable law and (b) such Participating Stockholder's maximum liability in respect of its indemnification and contribution obligations Person under such underwriting agreement, placement agent agreement or initial purchaser agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net proceeds actually received by such Participating Stockholder (after deducting any of underwriting fees, discounts and expensescommissions) that it derives from the sale of Registrable Securities pursuant to such Demand Registrationregistration.