Common use of Underwriting Requirements Clause in Contracts

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 5.2 to include any of the Holders’ Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who is a holder of Registrable Securities and is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 5.2 to include any of the Holders’ Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders Holders according to the total amount of securities entitled to be included therein owned by each selling stockholder Holder or in such other proportions as shall mutually be agreed to by such selling stockholdersHolders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder Holder who is a holder of Registrable Securities and is a partnership or corporation, the partners, retired partners and stockholders of such holderHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” Holder”, and any pro-rata reduction with respect to such “selling stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” Holder”, as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 5.2 17 to include any of the Holders’ Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who is a holder of Registrable Securities and is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 5.2 5.3 to include any of the Holders’ Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who is a holder of Registrable Securities and is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 to include any of the Holders’ ' Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who is a holder of Registrable Securities and is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s Raceway's capital stock, the Company Raceway shall not be required under Section 5.2 1.1 to include any of the Holders’ Registrable Securities Holder's securities in such underwriting unless they accept the Holder accepts the terms of the underwriting as agreed upon between the Company Raceway and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize adversely affect the success of the offering by the CompanyRaceway. If the total amount of securities, including Registrable Registerable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company Raceway that the underwriters determine in their sole discretion is compatible with will not adversely affect the success of the offering, then the Company Raceway shall be required to include in the offering only that number of such securities, including Registrable Registerable Securities, which the underwriters determine in their sole discretion will not jeopardize adversely affect the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who shareholder which is a holder of Registrable Registerable Securities and which is a partnership or corporation, corporation the partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” shareholder", and any pro-pro rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” shareholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 5.2 6(b) to include any of the Holders’ Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable SecuritiesSecu­rities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders Holders according to the total amount of securities entitled to be included therein owned by each selling stockholder Holder or in such other proportions as shall mutually be agreed to by such selling stockholdersHolders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder Holder who is a holder of Registrable Securities and is a partnership or corporation, the partners, retired partners and stockholders of such holderHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” Holder”, and any pro-rata reduction with respect to such “selling stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” Holder”, as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 1.3 to include any of the Holders’ Registrable Securities ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who shareholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholdershareholder,” " and any pro-pro rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholdershareholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 4.2 to include any of the Holders’ Registrable Securities ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities securities, sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (subject to the rights of other security holders of the Company, including, without limitation, preferred shareholders, the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who shareholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” shareholder", and any pro-rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” shareholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 4.2 to include any of the Holders’ Registrable Securities ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (subject to the rights of other security holders of the Company, including, without limitation, preferred shareholders, the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who shareholder that is a holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” shareholder", and any pro-rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” shareholder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 5.2 to include any of the Holders’ Registrable Securities Shares in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable SecuritiesShares, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable SecuritiesShares, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who is a holder of Registrable Securities Shares and is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” ”, and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” ”, as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 5.2 2.3 to include any of the Holders’ Registrable Securities securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who which is a holder of Registrable Securities and which is a venture capital fund, or a partnership or corporation, the Affiliated Funds, members, partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 5.2 4.2 to include any of the Holders’ Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders Holders according to the total amount of securities entitled to be included therein owned by each selling stockholder Holder or in such other proportions as shall mutually be agreed to by such selling stockholdersHolders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder Holder who is a holder of Registrable Securities and is a partnership or corporation, the partners, retired partners and stockholders of such holderHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” Holder”, and any pro-rata reduction with respect to such “selling stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” Holder”, as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 8.2 or 8.3 to include any of the Holders’ Registrable Securities ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other the persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders Holders to be included in such offering 20 exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the all selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving -------------------------- an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 6.2 or 6.3 to include any of the Holders’ Registrable Securities ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other the persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by selling stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the all selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 Article 4.3 to include any of the Holders’ Registrable Securities ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who that is a holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” ", and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” ", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 to include any of the Holders’ ' Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders Holders according to the total amount of securities entitled to be included therein owned by each selling stockholder Holder or in such other proportions as shall mutually be agreed to by such selling stockholdersHolders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder Holder who is a holder of Registrable Securities and is a partnership or corporation, the partners, retired partners and stockholders of such holderHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” Holder", and any pro-rata reduction with respect to such “"selling stockholder” Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” Holder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 1.2 hereof to include any of the Holders’ Registrable Securities ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder stockholder, or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who which is a holder of Registrable Securities and which is a limited liability company, partnership or corporation, the members, partners, retired partners and stockholders of such holder, or the estates and family members of any such members, partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 7(b) to include any of the Holders’ ' Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders Holders according to the total amount of securities entitled to be included therein owned by each selling stockholder Holder or in such other proportions as shall mutually be agreed to by such selling stockholdersHolders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder Holder who is a holder of Registrable Securities and is a partnership or corporation, the partners, retired partners and stockholders of such holderHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” Holder”, and any pro-rata reduction with respect to such “selling stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” Holder”, as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 1.3 to include any of the Holders’ Registrable Securities ' securities in such underwriting unless they such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who that is a holder Holder of Registrable Securities and that is a partnership or corporation, the corporate partners, retired partners and stockholders of such holderHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 5.2 7(b) to include any of the Holders’ Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders Holders according to the total amount of securities entitled to be included therein owned by each selling stockholder Holder or in such other proportions as shall mutually be agreed to by such selling stockholdersHolders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder Holder who is a holder of Registrable Securities and is a partnership or corporation, the partners, retired partners and stockholders of such holderHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” Holder”, and any pro-rata reduction with respect to such “selling stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” Holder”, as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 3.2 or 3.3 to include any of the Holders’ Registrable Securities ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other the persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders Holders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the all selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 5.2 5.3 to include any of the Holders’ Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable SecuritiesSecu­rities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders Holders according to the total amount of securities entitled to be included therein owned by each selling stockholder Holder or in such other proportions as shall mutually be agreed to by such selling stockholdersHolders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder Holder who is a holder of Registrable Securities and is a partnership or corporation, the partners, retired partners and stockholders of such holderHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” Holder”, and any pro-rata reduction with respect to such “selling stockholderHolder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” Holder”, as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 1.2 to include any of the Holders’ Registrable Securities ' securities in such underwriting unless they such Holders accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders Holders according to the total amount of securities entitled to be included therein owned by each selling stockholder Holder or in such other proportions as shall mutually be agreed to by such selling stockholdersHolders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who Holder that is a holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons persons, shall be deemed to be a single “"selling stockholderHolder,” " and any pro-pro rata reduction with respect to such “"selling stockholder” Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholderHolder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 to include any of the Holders’ ' Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who is a holder of Registrable Securities and is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” ", and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” ", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 1.2 to include any of the Holders’ Registrable Securities ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it the Company (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 1.3 to include any of the Holders’ Registrable Securities ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder"SELLING STOCKHOLDER,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s Corporation's capital stock, the Company Corporation shall not be required under Section 5.2 1.3 to include any of the Holders’ Registrable Securities ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company Corporation and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyCorporation. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company Corporation that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Corporation shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders Holders and other holders of securities of the Corporation entitled to inclusion in such registration according to the total amount of securities entitled to be included therein owned by each selling stockholder or Holder and each other holder and entitled to inclusion in such other proportions as shall mutually be agreed to by such selling stockholdersregistration). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who is a holder of Registrable Securities and Holder which is a partnership or corporation, the partners, retired partners and stockholders of such holderselling Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” "SELLING HOLDER", and any pro-rata reduction with respect to such “"selling stockholder” Holder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” Holder", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 1.2 hereof to include any of the Holders’ Registrable Securities ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder stockholder, or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who which is a holder of Registrable Securities and which is a limited liability company, partnership or corporation, the members, partners, retired partners and stockholders of such holder, or the estates and family members of any such members, partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” " and any pro-pro- rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 9.3 to include any of the Holders’ Registrable Securities ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who shareholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholdershareholder,” " and any pro-rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholdershareholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under this Section 5.2 1 to include any of the Holders’ Registrable Securities securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who shareholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholdershareholder,” and any pro-rata reduction with respect to such “selling stockholdershareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholdershareholder,” as defined in this sentence.

Underwriting Requirements. In connection with any (a) If the total amount of securities requested by shareholders to be included in an offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 to include any of the Holders’ Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering stock exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the managing underwriter shall advise the Company shall be required in writing (with a copy to include the Holder) that, in its opinion, the offering only that number of securities requested to be included in such securities, registration (including securities to be sold by the Company or by other Persons not holding Registrable Securities, which the underwriters determine in their sole discretion ) will not jeopardize the success of the offering (offering. In such case, the securities so included to shall be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholders)shareholders. For purposes of the preceding parenthetical sentence concerning apportionment, for any selling stockholder who shareholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons Persons shall be deemed to be a single “"selling stockholdershareholder,” " and any pro-rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholdershareholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under this Section 5.2 2(b) to include any of the Holders’ Registrable Securities ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons person entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the offering. Allocation of securities so included to be apportioned pro sold in any such offering shall be made on a pro-rata basis among the selling stockholders according to the total amount number of securities held by each such selling stockholder and entitled to be included inclusion therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders)on the basis of a registration rights agreement with the Company. For purposes of the preceding parenthetical concerning apportionmentallocation of securities to be included in any offering, for any selling stockholder who is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holderholder (and in the case of a partnership, any affiliated partnerships), or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence. To facilitate the allocation of shares in accordance with the above provisions, the Company may round the number of shares allocated to any Holder to the nearest 100 shares.

Underwriting Requirements. In connection with any offering involving -------------------------- an underwriting of shares of the Company’s Corporation's capital stock, the Company Corporation shall not be required under Section 5.2 3.2 or 3.3 to include any of the Holders’ Registrable Securities ' ------------------ securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company Corporation and the underwriters selected by it (or by other the persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyCorporation. If the total amount of securities, including Registrable Securities, requested by stockholders Holders to be included in such offering exceeds the amount of securities sold other than by the Company Corporation that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Corporation shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the all selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholdersstockholder). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who which is a holder Holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holderHolder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” " and any pro-pro rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 to include any of the Holders’ ' Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who is a holder of Registrable Securities and is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” ”, and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” ”, as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 5.3 to include any of the Holders’ ' Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If provided, however,that if the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (offering, provided, however, that any reduction in the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned in such registration statement pursuant to the foregoing shall be apportioned among all of the securities proposed to be included in such registration statement, including, but not limited to, securities sold by the Company and Registrable Securities (based upon the number of Registrable Securities requested to be registered by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders)Holder) on a pro rata basis. For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who is a holder of Registrable Securities and is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 Sections 3.2 or 3.3 above to include any of the Holders’ Registrable Securities ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other the persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders Holders and other persons or entities having analogous registration rights to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the all selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” " and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 5.2 this section 4 to include any of the Holders’ Holder’s Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who is a holder Holder of Registrable Securities and is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 1.3 to include any of the Holders’ Registrable Securities ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who that is a holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” ", and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” ", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the CompanyParent’s capital stock, the Company Parent shall not be required under Section 5.2 this Agreement to include any of the Holders’ Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company Parent and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the CompanyParent. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company Parent that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company Parent shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who is a holder of Registrable Securities and is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.

Underwriting Requirements. In connection with The Company shall provide promptly give Holder written notice of any offering involving an underwriting of shares of the Company’s capital stockstock or warrant rights. Upon Holder’s written request (which must be provided within thirty (30) days after the Company’s mailing of written notice), the Company shall not be required under Section 5.2 to include any all or a portion of the Holders’ Registrable Securities in within such underwriting unless they accept offering if Holder accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, Securities requested by stockholders Holder to be included in such offering offering, exceeds the amount of securities sold (other than by the Company Company) that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which that the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders securities holders according to the total amount of securities entitled to be included therein owned by each selling stockholder securities holder or in such other proportions as shall mutually be agreed to by such selling stockholderssecurities holder). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who is a securities holder of Registrable Securities and that is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholdersecurities holder,” and any pro-rata reduction with respect to such “selling stockholdersecurities holder” shall be based upon the aggregate amount of shares carrying registration rights securities owned by all entities and individuals included in such “selling stockholdersecurities holder,” as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an ------------------------- underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 1.3 to include any of the Holders’ Registrable Securities ' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders shareholders to be included in such offering under Section 1.3 exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders shareholders according to the total amount of securities entitled to be included therein owned by each selling stockholder shareholder or in such other proportions as shall mutually be agreed to by such selling stockholdersshareholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who shareholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholdershareholder,” " and any pro-pro rata reduction with respect to such “"selling stockholder” shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholdershareholder,” " as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section 5.2 1.3 to include any of the Holders’ Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity ' securities as the underwriters determine in their sole reasonable discretion will not jeopardize the success of the offering by the Company. Notwithstanding anything to the contrary herein, the Company shall not be required under Section 1.3 to include any of the Holders' securities in its initial underwritten offering of equity securities registered under the Act so long as no stockholders of the Company are participating in such offering. If the underwriters advise the Company in writing that marketing factors require a limitation of the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole reasonable discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled requested to be included therein owned by each selling stockholder Stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” ", and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” ", as defined in this sentence.

Underwriting Requirements. In connection with any offering ------------------------- involving an underwriting of shares of the Company’s 's capital stock, the Company shall not be required under Section Article 5.2 to include any of the Holders’ ' Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who is a holder of Registrable Securities and is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “"selling stockholder,” ", and any pro-rata reduction with respect to such “"selling stockholder” " shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “"selling stockholder,” ", as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 5.2 to include any of the Holders’ Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who is a holder of Registrable Securities and is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” ”, and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” ”, as defined in this sentence.

Underwriting Requirements. In connection with any offering involving an underwriting of shares of the Company’s capital stock, the Company shall not be required under Section 5.2 to include any of the Holders’ Registrable Securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it (or by other persons entitled to select the underwriters), and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by stockholders to be included in such offering exceeds the amount of securities sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be apportioned pro rata among the selling stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as shall mutually be agreed to by such selling stockholders). For purposes of the preceding parenthetical concerning apportionment, for any selling stockholder who is a holder of Registrable Securities and is a partnership or corporation, the partners, retired partners and stockholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling stockholder,” and any pro-rata reduction with respect to such “selling stockholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling stockholder,” as defined in this sentence.