Common use of Selection of Underwriters and Counsel Clause in Contracts

Selection of Underwriters and Counsel. The underwriters and legal counsel to be retained by the Company in connection with any Public Offering requested pursuant to Section 3.1 shall be selected by the Coordination Committee; the underwriters and legal counsel to be retained by the Company in connection with any other Public Offering to which Section 3.2 applies shall be selected by the Board with the consent of the Coordination Committee (such consent not be unreasonably withheld). In connection with any registration of Registrable Securities pursuant to Sections 3.1 and 3.2 hereof, the Coordination Committee may select one counsel to represent all Holders of Registrable Securities, covered by such registration; provided, however, that in the event that the counsel selected as provided above is also acting as counsel to the Company in connection with such registration, those Investors participating in the offering who are then not entitled to designate a member of the Coordination Committee (each such Investor being referred to as a “Participating Investor”) shall be entitled to select one additional counsel to represent all such Participating Investors (the “Additional Counsel”). The Additional Counsel shall be approved by the Participating Investors who, in the aggregate, hold a Majority in Interest of the Common Stock then held by all Participating Investors.

Selection of Underwriters and Counsel. The underwriters and to be retained by the Company in connection with any Demand Registration pursuant to Section 6.1 (Demand Registration Rights) shall be selected by the Demand Initiating Investor with the consent of the Company (such consent not to be unreasonably withheld or delayed). The legal counsel to be retained by the Company in connection with any Public Offering requested Demand Registration pursuant to Section 3.1 6.1 (Demand Registration Rights) shall be selected by the Coordination Committee; Company, subject to the approval of the Demand Initiating Investor (such consent not to be unreasonably withheld or delayed). The underwriters and legal counsel to be retained by the Company in connection with any other Public Offering to which Section 3.2 6.2 (Piggyback Registration Rights) applies shall be selected by the Board with the consent of the Coordination Committee (such consent not be unreasonably withheld)Board. In connection with any registration of Registrable Securities pursuant to Sections 3.1 6.1 (Demand Registration Rights) and 3.2 hereof6.2 (Piggyback Registration Rights), the Coordination Committee Company may select one counsel to represent all Holders holders of Registrable Securities, Securities covered by such registration; provided, however, that in the event that the counsel selected as provided above is also acting as counsel to the Company in connection with such registration, those Investors participating in the offering who are then not entitled to designate a member holders of the Coordination Committee Registrable Securities (each such Investor being referred to as each, a “Registration Participating Investor”) shall be entitled to select one additional counsel to represent all such Registration Participating Investors (the “Additional Registration Counsel”). The Additional Registration Counsel shall be approved by the Registration Participating Investors who, in the aggregate, hold a Majority in Interest majority of the Common Stock Shares then held by all Registration Participating Investors.