Common use of Underwriting Procedures Clause in Contracts

Underwriting Procedures. The right of any Holder to be included in a Piggyback Offering pursuant to Section 3(b)(i) shall be conditioned upon such Holder’s participation in, and the inclusion of such Holder’s Registrable Securities in, the underwriting arrangements with respect to such Piggyback Offering to the extent provided herein. All Holders proposing to sell their securities through such Piggyback Offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Offering by the Company. No Holder may participate in such Piggyback Offering unless such Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. No Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder and its ownership of the securities being registered on its behalf, its intended method of distribution and any other representation required by law, and no Holder shall be required to agree to indemnify any person beyond the scope of the indemnification provided to the Company under Section 3(h). Notwithstanding any other provision of this Section 3(b)(ii), if the managing underwriter or the Company determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriters may exclude from such Piggyback Offering the number of shares in excess of such limitation. The Company shall so advise all Holders (except those Holders who failed to timely elect to sell their Registrable Securities through such Piggyback Offering or have indicated to the Company their decision not to do so), and the number of shares that may be included in the underwriting shall be allocated:

Underwriting Procedures. The right of any Holder to be included in a Piggyback Offering pursuant to Section 3(b)(i) shall be conditioned upon such Holder’s participation in, and the inclusion of such Holder’s Registrable Securities in, the underwriting arrangements with respect to such Piggyback Offering to the extent provided herein. All Holders proposing to sell their securities through such Piggyback Offering shall (together with the Company) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggyback Offering by the Company. No Holder may participate in such Piggyback Offering unless such Holder agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each Holder may, at its 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 the underwriters also be made to and for such Holder’s benefit and that any or all of the conditions precedent to the obligations of the underwriters under such underwriting agreement also be conditions precedent to such Holder’s obligations. No Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder and its ownership of the securities being registered on its behalf, its intended method of distribution and any other representation required by law, and no Holder shall be required to agree to indemnify any person beyond the scope of the indemnification provided to the Company under Section 3(h). Notwithstanding any other provision of this Section 3(b)(ii), if the managing underwriter or the Company determines that marketing factors require a limitation of the number of shares to be underwritten, the underwriters may exclude from such Piggyback Offering the number of shares in excess of such limitation. The Company shall so advise all Holders (except those Holders who failed to timely elect to sell their Registrable Securities through such Piggyback Offering or have indicated to the Company their decision not to do so), and the number of shares that may be included in the underwriting shall be allocated:

Underwriting Procedures. If Holders, to the extent they have any registration rights under Section 2(c), request inclusion of their shares of Class A Common Stock in the underwriting, the Initiating Holder shall offer to include the shares of Class A Common Stock of such Holders in the underwriting and may condition such offer on their acceptance of the further applicable provisions of this Section 2. The right of any Holder Holders whose Registrable Securities are to be included in a Piggyback Offering pursuant to Section 3(b)(i) shall be conditioned upon such Holder’s participation in, underwriting and the inclusion of such Holder’s Registrable Securities in, the underwriting arrangements with respect to such Piggyback Offering to the extent provided herein. All Holders proposing to sell their securities through such Piggyback Offering Company shall (together with the Company) enter into an underwriting agreement in customary form with the managing underwriter or underwriters selected for such Piggyback Offering underwriting by the Initiating Holder and reasonably acceptable to the Company. No Holder may participate in such Piggyback Offering unless such Holder agrees to sell its Registrable Securities on the basis provided in ; provided, however, that such underwriting agreement and completes and executes all questionnaires, powers shall not provide for indemnification or contribution obligations on the part of attorney, indemnities and other documents reasonably required under any Holder greater than the terms of such underwriting agreement. No Holder shall be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder and its ownership obligations of the securities being registered on its behalf, its intended method of distribution and any other representation required by law, and no Holder shall be required to agree to indemnify any person beyond the scope of the indemnification provided to the Company Holders under Section 3(h(2)(f)(ii) or Section 2(f)(iv). Notwithstanding any other provision of this Section 3(b)(ii2(b), if the managing underwriter or underwriters advises the Company determines Holders in writing that marketing factors require a limitation of on the number of shares to be underwritten, the underwriters may exclude securities of the Company held by Holders other than the UCI Parties or Ramius (on behalf of the UCI Parties) shall be excluded from such Piggyback Offering underwriting on a pro rata basis (based on the number of shares held by such Holders), in excess such minimum number of shares so required by such limitation. The Company shall so advise all Holders (except If, after the exclusion of such shares held by those Holders who failed Holders, further reductions are still required due to timely elect to sell their the marketing limitation, the number of Registrable Securities through such Piggyback Offering or have indicated to included in the Company their decision not to do so), and underwriting by each Holder (including the Initiating Holder) shall be reduced on a pro rata basis (based on the number of shares that may held by such Holder), by such minimum number of shares as is necessary to comply with such request. No Registrable Securities or any other securities excluded from the underwriting by reason of the underwriter’s marketing limitation shall be included in such underwriting. If any Holder who has requested inclusion in such underwriting as provided above disapproves of the terms of the underwriting, such Person may elect to withdraw therefrom by providing written notice to the Company, the underwriter and the Initiating Holder. The securities so withdrawn shall also be withdrawn from underwriting. If the underwriter has not limited the number of Registrable Securities or other securities to be underwritten, the Company and officers and directors of the Company (whether or not such Persons have registration rights pursuant to Section 2(c) hereof) may include its or their securities for its or their own account in such underwriting shall if the managing underwriter or underwriters so agrees and if the number of Registrable Securities and other securities which would otherwise have been included in such underwriting will not thereby be allocated:limited.

Underwriting Procedures. The right of In connection with any Holder Piggyback Offering or other Underwritten Offering under this Agreement, the Partnership shall be entitled to be included in select the Managing Underwriter. In connection with a Piggyback Offering pursuant to Section 3(b)(i) Offering, each participating Holder shall be conditioned upon such Holder’s participation in, and the inclusion of such Holder’s Registrable Securities in, the underwriting arrangements with respect obligated to such Piggyback Offering to the extent provided herein. All Holders proposing to sell their securities through such Piggyback Offering shall (together with the Company) enter into an underwriting agreement which contains such representations, covenants, indemnities and other rights and obligations as are customary in customary form with the underwriter or underwriters selected underwriting agreements for firm commitment offerings of securities. Each such Piggyback Offering by the Company. No Holder may not participate in such an Piggyback Offering unless such Holder it agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. No Each such Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership, to the extent customarily made by issuers in secondary Underwritten Offerings, to and for the benefit of such underwriters also be made to and for such Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. Each such Holder shall not be required to make any representations or warranties to or agreements with the Company Partnership or the underwriters other than representations, warranties or agreements regarding such Holder itself and its ownership of the securities being registered on its behalf, Included Registrable Securities and its intended method of distribution and any other representation required by law, and no . If any such Holder shall be required to agree to indemnify any person beyond the scope disapproves of the indemnification provided terms of an underwriting agreement, such Holder may elect to withdraw therefrom by notice to the Company under Section 3(h). Notwithstanding any other provision Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made no later than the time of this Section 3(b)(ii), if the managing underwriter or the Company determines that marketing factors require a limitation pricing of the number of shares to be underwritten, the underwriters may exclude from such Piggyback Offering to be effective. No such withdrawal or abandonment by a Holder shall affect the number of shares in excess of such limitation. The Company shall so advise all Holders (except those Holders who failed Partnership’s obligation to timely elect to sell their Registrable Securities through such Piggyback Offering or have indicated to the Company their decision not to do so), and the number of shares that may be included in the underwriting shall be allocated:pay Registration Expenses.

Underwriting Procedures. The right of In connection with any Holder Piggyback Offering or other Underwritten Offering under this Agreement, the Partnership shall be entitled to be included in select the Managing Underwriter. In connection with a Piggyback Offering pursuant to Section 3(b)(i) Offering, each participating Holder and the Partnership shall be conditioned upon such Holder’s participation in, and the inclusion of such Holder’s Registrable Securities in, the underwriting arrangements with respect obligated to such Piggyback Offering to the extent provided herein. All Holders proposing to sell their securities through such Piggyback Offering shall (together with the Company) enter into an underwriting agreement that contains such representations, covenants, indemnities and other rights and obligations as are customary in customary form with the underwriter or underwriters selected underwriting agreements for such Piggyback Offering by the Companyfirm commitment offerings of securities. No Holder may participate in such a Piggyback Offering unless such Holder it agrees to sell its Registrable Securities on the basis provided in such underwriting agreement and completes and executes all questionnaires, powers of attorney, indemnities and other documents reasonably required under the terms of such underwriting agreement. Each such Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Partnership, to the extent customarily made by issuers in secondary Underwritten Offerings, to and for the benefit of such underwriters also be made to and for such Holder’s benefit and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to its obligations. No Holder shall be required to make any representations or warranties to or agreements with the Company Partnership or the underwriters other than representations, warranties or agreements regarding such Holder itself and its ownership of the securities being registered on its behalf, Included Registrable Securities and its intended method of distribution and any other representation required by law, and no . If any such Holder shall be required to agree to indemnify any person beyond the scope disapproves of the indemnification provided terms of an underwriting agreement, such Holder may elect to withdraw therefrom by notice to the Company under Section 3(h). Notwithstanding any other provision Partnership and the Managing Underwriter; provided, however, that such withdrawal must be made no later than the time of this Section 3(b)(ii), if the managing underwriter or the Company determines that marketing factors require a limitation pricing of the number of shares to be underwritten, the underwriters may exclude from such Piggyback Offering to be effective. No such withdrawal or abandonment by a Holder shall affect the number of shares in excess of such limitation. The Company shall so advise all Holders (except those Holders who failed Partnership’s obligation to timely elect to sell their Registrable Securities through such Piggyback Offering or have indicated to the Company their decision not to do so), and the number of shares that may be included in the underwriting shall be allocated:pay Registration Expenses.