Common use of Participation in Registrations Clause in Contracts

Participation in Registrations. No Selling Holder may participate in any Piggyback Registration contemplated hereunder unless such Selling Holder (a) if the offering is underwritten, agrees to sell its securities on the basis provided in any underwriting arrangements, (b) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreement, (c) furnishes in writing to the Company such information regarding such Selling Holder, the plan of distribution of the Registrable Shares and other information as the Company may from time to time reasonably request or as may be legally required in connection with such registration and (d) sells or otherwise transfers its securities in accordance with the plan of distribution described in the Prospectus covering such sale and delivers a current Prospectus in connection therewith in accordance with the requirements of the Securities Act; provided, however, that no such Selling Holder shall be required to make any representations or warranties in connection with any such registration other than representations and warranties as to (i) such Selling Holder’s ownership of its Registrable Shares to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Selling Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, that the obligation of such Selling Holder to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Selling Holder selling Registrable Shares, and the liability of each such Selling Holder will be in proportion to, and limited to, the net amount received by such Selling Holder from the sale of such Selling Holder’s Registrable Shares pursuant to such registration.

Participation in Registrations. (a) No Selling Holder may participate in any Piggyback Registration contemplated registration hereunder unless such Selling Holder (ai) if cooperates with the offering Company as reasonably requested by the Company in the connection with the preparation of the registration statement, and for so long as the Company is underwrittenobligated to file and keep effective the registration statement, provides to the Company, in writing, for use in the registration statement, all such information regarding such Holder and its plan of distribution of the Registrable Securities reasonably necessary to enable the Company to prepare the registration statement and prospectus covering the Registrable Securities, to maintain the currency of and effectiveness thereof and otherwise to comply with all applicable requirements of law in connection therewith; (ii) agrees to sell its such Holder’s securities on the basis provided in any underwriting arrangementsarrangements with any underwriter for such registration selected by the Holder or Holders entitled hereunder to approve such arrangements (including, without limitation, pursuant to the terms of any over-allotment or “green shoe” option requested by the managing underwriter(s)), except that no holder of Registrable Securities will be required to sell more than the number of Registrable Securities that such holder has requested the Company to include in any registration; and (biii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements agreements, and other documents reasonably required requested by the Company under the terms of such underwriting arrangements and this Agreement, (c) furnishes in writing to the Company such information regarding such Selling Holder, the plan of distribution of the Registrable Shares and other information as the Company may from time to time reasonably request or as may be legally required in connection with such registration and (d) sells or otherwise transfers its securities in accordance with the plan of distribution described in the Prospectus covering such sale and delivers a current Prospectus in connection therewith in accordance with the requirements of the Securities Actarrangements; provided, however, provided that no such Selling Holder holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties in connection with any such registration to the Company or the underwriters other than representations and warranties as to (i) regarding such Selling Holderholder and such holder’s ownership intended method of its Registrable Shares to be sold or transferred free and clear of all liens, claims and encumbrances, (ii) such Selling Holder’s power and authority to effect such transfer and (iii) such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, that the obligation of such Selling Holder to indemnify pursuant to any such underwriting agreements shall be several, not joint and several, among such Selling Holder selling Registrable Shares, and the liability of each such Selling Holder will be in proportion to, and limited to, the net amount received by such Selling Holder from the sale of such Selling Holder’s Registrable Shares pursuant to such registrationdistribution.

Participation in Registrations. No Selling Holder (a) None of the Purchasers may participate in any Piggyback Registration contemplated registration hereunder that is underwritten unless such Selling Holder person (ai) if the offering is underwritten, agrees to sell its securities Warrant Shares on the basis provided in the underwriting arrangements in customary form entered into pursuant to this Agreement (including pursuant to the terms of any underwriting arrangementsover-allotment or “green shoe” option requested by the managing underwriter(s), provided that no such person will be required to sell more than the number of Warrant Shares that such person has requested the Company to include in any registration), (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreementarrangements, (c) furnishes in writing to the Company provided that such information regarding such Selling Holder, the plan of distribution of the Registrable Shares and other information as the Company may from time to time reasonably request or as may be legally required in connection with such registration and (d) sells or otherwise transfers its securities in accordance with the plan of distribution described in the Prospectus covering such sale and delivers a current Prospectus in connection therewith in accordance with the requirements of the Securities Act; provided, however, that no such Selling Holder person shall not be required to make any representations or warranties in connection with any such registration other than representations those related to title and warranties ownership of shares and as to (ithe accuracy and completeness of statements made in a registration statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company or the managing underwriter(s) by such Selling Holder’s ownership of its Registrable Shares to be sold or transferred free and clear of all liensperson, claims and encumbrances, (ii) such Selling Holder’s power and authority to effect such transfer and (iii) cooperates with the Company’s reasonable requests in connection with such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, registration or qualification (it being understood that the obligation Company’s failure to perform its obligations hereunder, which failure is caused by such person’s failure to cooperate with such reasonable requests, will not constitute a breach by the Company of such Selling Holder to indemnify pursuant to any such underwriting agreements shall be severalthis Agreement). Notwithstanding the foregoing, not joint and several, among such Selling Holder selling Registrable Shares, and the liability of each any Purchaser participating in such Selling Holder will an underwritten registration shall be in proportion to, and limited to, to an amount equal to the net amount received by such Selling Holder from of gross proceeds attributable to the sale of such Selling Holderperson’s Registrable Shares pursuant to such registration.Warrant Shares;

Participation in Registrations. No Selling Holder (a) None of the Purchasers may participate in any Piggyback Registration contemplated registration hereunder that is underwritten unless such Selling Holder person (ai) if the offering is underwritten, agrees to sell its securities Warrant Shares, Dividend Shares and/or Redemption Shares on the basis provided in the underwriting arrangements in customary form entered into pursuant to this Agreement (including pursuant to the terms of any underwriting arrangementsover-allotment or “green shoe” option requested by the managing underwriter(s), provided that no such person will be required to sell more than the number of Warrant Shares, Dividend Shares and/or Redemption Shares that such person has requested the Company to include in any registration), (bii) completes and executes all questionnaires, powers of attorney, custody arrangements, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements and this Agreementarrangements, (c) furnishes in writing to the Company provided that such information regarding such Selling Holder, the plan of distribution of the Registrable Shares and other information as the Company may from time to time reasonably request or as may be legally required in connection with such registration and (d) sells or otherwise transfers its securities in accordance with the plan of distribution described in the Prospectus covering such sale and delivers a current Prospectus in connection therewith in accordance with the requirements of the Securities Act; provided, however, that no such Selling Holder person shall not be required to make any representations or warranties in connection with any such registration other than representations those related to title and warranties ownership of shares and as to (ithe accuracy and completeness of statements made in a registration statement, prospectus, offering circular, or other document in reliance upon and in conformity with written information furnished to the Company or the managing underwriter(s) by such Selling Holder’s ownership of its Registrable Shares to be sold or transferred free and clear of all liensperson, claims and encumbrances, (ii) such Selling Holder’s power and authority to effect such transfer and (iii) cooperates with the Company’s reasonable requests in connection with such matters pertaining to compliance with securities laws as may be reasonably requested; provided, further, registration or qualification (it being understood that the obligation Company’s failure to perform its obligations hereunder, which failure is caused by such person’s failure to cooperate with such reasonable requests, will not constitute a breach by the Company of such Selling Holder to indemnify pursuant to any such underwriting agreements shall be severalthis Agreement). Notwithstanding the foregoing, not joint and several, among such Selling Holder selling Registrable Shares, and the liability of each any Purchaser participating in such Selling Holder will an underwritten registration shall be in proportion to, and limited to, to an amount equal to the net amount received by such Selling Holder from of gross proceeds attributable to the sale of such Selling Holderperson’s Registrable Warrant Shares, Dividend Shares pursuant to such registration.and/or Redemption Shares;