Common use of REGISTERED PUBLIC OFFERING INVOLVING AN UNDERWRITING Clause in Contracts

REGISTERED PUBLIC OFFERING INVOLVING AN UNDERWRITING. If the Purchaser intends to distribute the Registrable Securities covered by its request under Section 3(b)(i) by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 3(b)(i). In such event, the Purchaser shall negotiate in good faith with a nationally recognized underwriter or underwriters selected by the Purchaser and reasonably satisfactory to the Company with regard to the underwriting of such requested registration. The Company shall (together with the Purchaser and all holders of Common Stock proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected pursuant to this Section 3(b)(ii). Notwithstanding any other provision of this Section 3(b), if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following priority: first, among the Purchaser's Registrable Securities; and second, among all other stockholders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the underwriter may round the number of shares allocated to the stockholders to the nearest one hundred shares.

REGISTERED PUBLIC OFFERING INVOLVING AN UNDERWRITING. If the Purchaser intends Holders intend to distribute the Registrable Securities covered by its their request under Section 3(b)(i2.1(a) by means of an underwriting, it they shall so advise the Company as a part of its their request made pursuant to Section 3(b)(i2.1(a). In such event, the Purchaser Holders shall negotiate in good faith with a nationally recognized an underwriter or underwriters selected by the Purchaser and reasonably satisfactory to the Company Holders with regard to the underwriting of such requested registration. The Company shall (together with the Purchaser and all holders of Common Stock Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected pursuant to this Section 3(b)(ii)2.10. Notwithstanding any other provision of this Section 3(b)2.10, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registrationHolders, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated among all Holders, and any reduction among such Holders shall be pro rata among all such Persons and, for purposes of making any such reduction, each Holder which is a partnership, together with the Affiliates, partners, employees, retired partners and retired employees of such Holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing Persons shall be deemed to be a single "Person," and any pro rata reduction with respect to such "Person" shall be based upon the aggregate number of Registrable Securities owned by all entities and individuals included as such "Person", as defined in this sentence (and the following priority: first, aggregate number so allocated to such "Person" shall be allocated among the Purchaser's Registrable Securities; entities and second, among all other stockholders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be individuals included in such registration at the time of filing the registration statement"Person" in such manner as such Holder may reasonably determine). To facilitate the allocation of shares in accordance with the above provisions, the underwriter or underwriters may round the number of shares allocated to the stockholders Holders to the nearest one hundred shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company, the underwriter and the other Holders. In the event of any such withdrawal, the Company will include in any such registration in lieu thereof any additional shares of Registrable Securities which were requested to be included by a Holder and which were excluded pursuant to the above-described underwriter limitation up to the maximum set by such underwriter.

REGISTERED PUBLIC OFFERING INVOLVING AN UNDERWRITING. If the Purchaser Holder intends to distribute the Registrable Securities covered by its request under Section 3(b)(i) by means of an underwriting, it shall so advise the Company as a part of its request made pursuant to Section 3(b)(i). In such event, the Purchaser Holder shall negotiate in good faith with a nationally recognized underwriter or underwriters selected by the Purchaser Holder and reasonably satisfactory to the Company with regard to the underwriting of such requested registration. The Company shall (together with the Purchaser Holder and all holders of Common Stock proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected pursuant to this Section 3(b)(ii). Notwithstanding any other provision of this Section 3(b), if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registration, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated in the following priority: first, among the PurchaserHolder's Registrable Securities; and second, among all other stockholders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration at the time of filing the registration statement. To facilitate the allocation of shares in accordance with the above provisions, the underwriter may round the number of shares allocated to the stockholders to the nearest one hundred shares.

REGISTERED PUBLIC OFFERING INVOLVING AN UNDERWRITING. If the Purchaser intends Holders intend to distribute the Registrable Restricted Securities covered by its their request under Section 3(b)(i) 5.1 by means of an underwriting, it they shall so advise the Company as a part of its their request made pursuant to Section 3(b)(i)5.1. In such event, if so requested in writing by the Purchaser Company, the Holders shall negotiate in good faith with a nationally recognized underwriter or underwriters selected by the Purchaser Company and reasonably satisfactory to the Company Holders with regard to the underwriting of such requested registration. The right of the Holders to registration pursuant to this Section 5.3 shall be conditioned upon participation by all Holders in such underwriting to the extent provided herein. The Company shall (together with the Purchaser and all holders of Common Stock Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected pursuant to this Section 3(b)(ii)5.3. Notwithstanding any other provision of this Section 3(b)5.3, if the underwriter determines advises the Company in writing with a copy to the Holders that marketing factors require a limitation on of the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise all holders of securities requesting registrationHolders, and the number Company will include in such registration up to the maximum allowed by such underwriter of Restricted Securities and other securities, as, allocated among the Holder and all other holders of Common Stock that hold rights granted by the Company to cause shares of securities that are entitled Common Stock held by them to be included in the such registration and underwriting shall be allocated in the following priority: firstor underwriting, among the Purchaser's Registrable Securities; and second, among all other stockholders in proportion, as nearly as practicable, to the respective amounts of securities which they had Restricted Securities held by the Holder and each other such holder that are requested to be included in such registration at the time of filing the registration statementor underwriting. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriter may round the number of shares allocated to the stockholders Holders to the nearest one hundred shares. If any Holder of Restricted Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company, the underwriter and the other Holders. In the event of any such withdrawal, the Company will include in any such registration in lieu thereof any additional shares of Restricted Securities which were requested to be included by a Holder and which were excluded pursuant to the above-described underwriter limitation up to the maximum set by such underwriter.

REGISTERED PUBLIC OFFERING INVOLVING AN UNDERWRITING. If the Purchaser intends --------------------------------------------------------- Holders or BMO intend to distribute the Registrable Securities covered by its their request under Section 3(b)(i) 1.1 by means of an underwriting, it they shall so advise the Company as a part of its their request made pursuant to Section 3(b)(i)1.1. In such event, the Purchaser Holders shall negotiate in good faith with a nationally recognized an underwriter or underwriters selected by the Purchaser Holders or BMO acting on behalf of and reasonably satisfactory to for the Company benefit of the Holders with regard to the underwriting of such requested registration. The Company shall (together with the Purchaser and all holders of Common Stock Holders proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected pursuant to this Section 3(b)(ii)1.3. Notwithstanding any other provision of this Section 3(b)1.3, if the underwriter determines that marketing factors require a limitation on the number of shares to be underwritten, the underwriter may (subject to the allocation priority set forth below) limit the number of Registrable Securities to be included in the registration and underwriting. The Company shall so advise BMO and all holders of securities requesting registrationHolders, and the number of shares of securities that are entitled to be included in the registration and underwriting shall be allocated among all Holders, and any reduction among such Holders shall be pro rata among all such persons and, for purposes of making any such reduction, each Holder which is a partnership, together with the affiliates, partners, employees, retired partners and retired employees of such Holder, the estates and family members of any such partners, employees, retired partners and retired employees and of their spouses, and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "person," and any pro rata reduction with respect to such "person" shall be based upon the aggregate number of Registrable Securities owned by all entities and individuals included as such "person", as defined in this sentence (and the following priority: first, aggregate number so allocated to such "person" shall be allocated among the Purchaser's Registrable Securities; entities and second, among all other stockholders in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be individuals included in such registration at the time of filing the registration statement"person" in such manner as such Holder may reasonably determine). To facilitate the allocation of shares in accordance with the above provisions, the underwriter or underwriters may round the number of shares allocated to the stockholders Holders to the nearest one hundred shares. If any Holder of Registrable Securities disapproves of the terms of the underwriting, it may elect to withdraw therefrom by written notice to the Company, the underwriter and the other Holders. In the event of any such withdrawal, the Company will include in any such registration in lieu thereof any additional shares of Registrable Securities which were requested to be included by a Holder and which were excluded pursuant to the above-described underwriter limitation up to the maximum set by such underwriter.