Common use of Underwriting Procedures Clause in Contracts

Underwriting Procedures. If the Company or the Initiating Holder(s) holding a majority of the Registrable Securities held by all Initiating Holder(s) so elect, the Company shall use its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(e). If the Approved Underwriter advises the Company that the aggregate amount of Registrable Securities requested to be included in such offering exceeds the number that can be reasonably sold in such offering, then the Company shall be required to include in such registration, to the extent of the amount that the Approved Underwriter believes may be reasonably sold, first, all of the Registrable Securities to be offered for the account of the Initiating Holders, pro rata based on the number of Registrable Securities owned by each such Initiating Holder, second, all of the securities of the shareholders of the Company that are not Initiating Holders (and who requested to participate in such registration) as a group, pro rata based on the number of Class A Ordinary Share Equivalents then owned by each such shareholders and third, all of the securities to be offered for the account of the Company.

Underwriting Procedures. If IronBrand so elects, the Company or the Initiating Holder(s) holding a majority offering of the such Registrable Securities held by all Initiating Holder(s) so elect, the Company shall use its reasonable best efforts pursuant to cause such Demand Registration to shall be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(e). If 6.3.D. In such event, if the Approved Underwriter advises the Company and IronBrand that in its opinion marketing considerations require a limitation on the aggregate amount number of securities to be sold, the Company shall include in such registration only the number of Registrable Securities which, in the good faith opinion of such Underwriter, can be sold, selected in the following order: (i) first, the Registrable Securities as to which such request for a Demand Registration relates, (ii) second, the Registrable Securities requested to be included in such offering exceeds by the number that can be reasonably sold in such offering, then the Company shall be required to include in such registration, to the extent other holders of the amount that the Approved Underwriter believes may be reasonably sold, first, all of the Registrable Securities to be offered for the account of the Initiating HoldersSecurities, pro rata rata, based on the number of Registrable Securities owned by each such Initiating Holderof them, secondand (iii) third, all of the securities of the shareholders of the any other Company that are not Initiating Holders (and who Shares requested to participate in such registration) as a groupbe included by any other holders of Company Shares, pro rata rata, based on the number of Class A Ordinary Share Equivalents then unregistered Company Shares owned by each such shareholders and third, all of them. To the securities extent Registrable Securities held by IronBrand are excluded from the offering to be offered for made pursuant to the account of Demand Registration requested by IronBrand or its transferees, then IronBrand or its transferees shall have the Companyright to one additional Demand Registration under this Section 6.3 with respect to such Registrable Securities.

Underwriting Procedures. If the Company or the Initiating Holder(s) holding a majority of the Registrable Securities held by all Initiating Holder(s) so elect, the Company shall use its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(e). If the Approved Underwriter advises the Company that the aggregate amount of Registrable Securities requested to be included in such offering exceeds the number that can be reasonably sold in such offering, then the Company shall be required to include in such registration, to the extent of the amount that the Approved Underwriter believes may be reasonably sold, first, all of the Registrable Securities to be offered for the account of the Initiating HoldersHolder(s) and all other Holders that choose to participate in the Registration pursuant to Section 4, pro rata based on the number of Registrable Securities owned by each such Initiating Holder, second, all of the securities of the shareholders of the Company that are not Initiating Holders (and who requested to participate in such registration) as a group, pro rata based on the number of Class A New Parent Ordinary Share Equivalents then owned by each such shareholders and third, all of the securities to be offered for the account of the Company.

Underwriting Procedures. If the Company or the Initiating Holder(s) holding a majority of the The Investors who desire to do so may sell such Registrable Securities held by all Initiating Holder(s) so elect, the Company shall use its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment an underwritten public offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(e2(f). In connection with any underwritten public offering, none of the Registrable Securities held by any Investor shall be included in such underwritten public offering unless such Investor accepts the terms of the offering as agreed upon by the Company, the Majority Holders and the Approved Underwriter (including, without limitation, offering price, underwriting commissions or discounts and lock-up agreement terms), and then only in such quantity as set forth below. If the Approved Underwriter advises the Company that the aggregate amount of such Registrable Securities requested to be included in such offering exceeds is sufficiently large to have a material adverse effect on the number that can be reasonably sold distribution or sales price of the Registrable Securities in such offering, then the Company shall be required to include in such registrationoffering, to the extent of the amount that the Approved Underwriter believes may be reasonably soldsold without causing such material adverse effect, first, all such number of Registrable Securities of the Investors that are participating in such offering, which Registrable Securities to shall be offered for the account of the Initiating Holders, allocated pro rata among such Investors participating in the offering, based on the number of Registrable Securities owned held by each such Initiating HolderInvestors, second, all of the any other securities of the shareholders of the Company that are not Initiating Holders (and who requested by any other holders thereof to participate be included in such registration) as a groupoffering, pro rata among such other holders based on the number of Class A Ordinary Share Equivalents then owned securities held by each such shareholders holder, and third, all of securities offered by the securities to be offered Company for the account of the Companyits own account.

Underwriting Procedures. If the Company or the Initiating Holder(s) Holders holding a majority of the Registrable Securities held by all of the Initiating Holder(s) Holders so elect, the Company shall use its commercially reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(e). If the Approved Underwriter advises the Company that the aggregate amount of Registrable Securities requested to be included in such offering exceeds the number that can be reasonably sold in such offering, then the Company shall be required to include in such registration, to registration only the extent aggregate amount of the amount Registrable Securities that the Approved Underwriter believes may reasonably be reasonably sold, first, all sold and shall reduce the amount of the Registrable Securities to be offered for included in such registration, first as to the account of Company, second as to the Designated Holders (who are not Initiating HoldersHolders and who requested to participate in such registration pursuant to Section 4 hereof) as a group, if any, pro rata based on the number of Registrable Securities then owned by each such Initiating Holder, second, all of Designated Holder and third as to the securities of the shareholders of the Company that are not Initiating Holders (and who requested to participate in such registration) as a group, pro rata based on the number of Class A Ordinary Share Equivalents Registrable Securities then owned by each such shareholders and third, all of the securities to be offered for the account of the CompanyInitiating Holder.

Underwriting Procedures. If the Company or the Initiating Holder(s) Holders holding a majority of the Registrable Securities held by all of the Initiating Holder(s) Holders so elect, the Company shall use its reasonable best efforts to cause such Demand Registration to be in the form of a firm commitment underwritten offering and the managing underwriter or underwriters selected for such offering shall be the Approved Underwriter selected in accordance with Section 3(e3(d). If the Approved Underwriter advises the Company that the aggregate amount of such Registrable Securities requested to be included in such offering exceeds is sufficiently large to have a material adverse effect on the number that can be reasonably sold in success of such offering, then the Company shall be required to include in such registration, to the extent of the amount that the Approved Underwriter believes may be reasonably soldsold without causing such material adverse effect, (i) first, all such number of the Registrable Securities to be offered for the account of the Initiating Holders participating in the offering pursuant to this Section 3, which Registrable Securities shall be allocated pro rata among such Initiating Holders, pro rata based on the number of Registrable Securities owned requested to be included in such offering by each such Initiating Holder, (ii) second, all of the securities of the shareholders of the Company that are not Initiating any other Registrable Securities requested by Holders (and who requested thereof to participate be included in such registration) as a group, which Registrable Securities shall be allocated pro rata among such Holders, based on the number of Class A Ordinary Share Equivalents then owned Registrable Securities requested to be included in such offering by each such shareholders Holder, and (iii) third, all of securities offered by the securities to be offered Company for the account of the Companyits own account.