Common use of Underwritten Demand Registration Clause in Contracts

Underwritten Demand Registration. In the event that a Demand Registration is to be an Underwritten Registration, the Holders may specify such in the Demand Notice and the managing underwriter of the Underwritten Offering relating thereto will be selected, after consultation with the Company, by the Holders of at least a majority of the Registrable Securities proposed to be included in such Underwritten Registration. The Company and all Holders proposing to distribute their securities through an Underwritten Offering agree to enter into an underwriting agreement with the underwriters, provided that the underwriting agreement is in customary form and reasonably acceptable to the Company and the Holders of a majority of the Registrable Securities to be included in the Underwritten Offering. Notwithstanding the foregoing, if an independent financial advisor retained by the Company advises the Company that, in its good faith determination, the total amount of securities that Holders propose to register is such as to materially and adversely affect the then current stock price of the Company's common stock (it being understood that any proposed sale of Registrable Securities at a 10% or greater discount to the then current market price of the Company's common stock shall be deemed materially and adversely effect the Company's common stock price), then the Company will provide a copy of such notice to the Holders and the Company shall have the right to decrease number of shares the Holders may include in such Underwritten Registration pro rata among the Holders of such Registrable Securities on the basis of the total number of Registrable Securities held by such Holders. In the event the Company exercises its right to decrease the total number of Registrable Securities that may be included by the Holders, Holders representing a majority of the securities requested to be included in such Demand Registration will have right to withdraw such Demand Registration, in which case such Demand Registration will not count as a Demand Registration; provided that the right to withdraw such registration and not have such registration count as a Demand Registration may be exercised only once by the Holders of Registrable Securities.

Underwritten Demand Registration. In Holders shall have the event right to request that a Demand Registration is be effected as an underwritten offering at any time, subject to this Section 1, by delivering to the Company a notice setting forth such request and the number of Registrable Securities sought to be an Underwritten Registration, the Holders may specify disposed of by such in the Demand Notice and the managing underwriter of the Underwritten Offering relating thereto will be selected, after consultation with the Company, by the Holders of at least a majority of the Registrable Securities proposed to be included Holder in such Underwritten Registrationunderwritten offering. The Company and all All Holders proposing to distribute their securities through an Underwritten Offering agree to participate in such underwriting shall (i) enter into an underwriting agreement with the underwriters, provided that the underwriting agreement is in customary form with the underwriter(s) selected for such underwriting by the Company and reasonably acceptable to a Majority-in-Interest of the Registrable Securities included in such offering, provided that, with respect to such underwriting agreement or any other documents reasonably required under such agreement, (A) no Holder shall be required to make any representation or warranty with respect to or on behalf of the Company or any other stockholder of the Company and (B) the liability of any Holder shall be limited as provided in Section 7(b) hereof, and (ii) complete and execute all questionnaires, powers-of-attorney, indemnities, opinions and other documents required under the terms of such underwriting agreement. If the managing underwriter(s) for an underwritten offering advise(s) the Company and the Holders that the dollar amount or number of a majority Registrable Securities which the Holders desire to sell, taken together with all other Common Shares or other securities which the Company desires to sell and the Common Shares or other securities, if any, as to which registration has been requested pursuant to written contractual piggyback registration rights held by other stockholders of the Registrable Securities to be included in the Underwritten Offering. Notwithstanding the foregoingCompany, if an independent financial advisor retained by any, who desire to sell or otherwise, exceeds the Company advises the Company that, in its good faith determination, the total maximum dollar amount or maximum number of securities that Holders propose to register is can be sold in such offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of securities, as to materially and adversely affect applicable, the then current stock price of the Company's common stock (it being understood that any proposed sale of Registrable Securities at a 10% or greater discount to the then current market price of the Company's common stock shall be deemed materially and adversely effect the Company's common stock price“Maximum Threshold”), then the Company will provide a copy of such notice to the Holders and the Company shall have the right to decrease number of shares the Holders may include in such Underwritten Registration registration: (1) first, the Registrable Securities (pro rata among in accordance with the Holders of such Registrable Securities on the basis of the total number of Registrable Securities then held by such Holders. In Holder) that can be sold without exceeding the event Maximum Threshold; (2) second, to the extent that the Maximum Threshold has not been reached under the foregoing clause (1), the Common Shares or other securities that the Company exercises its right desires to decrease sell that can be sold without exceeding the total number Maximum Threshold; (3) third, to the extent that the Maximum Threshold has not been reached under the foregoing clauses (1) and (2), the Common Shares or other securities for the account of Registrable Securities other Persons that may the Company is obligated to register pursuant to written contractual arrangements, if any, with such Persons and that can be included by sold without exceeding the HoldersMaximum Threshold; and (4) fourth, Holders representing a majority of to the securities requested extent that the Maximum Threshold has not been reached under the foregoing clauses (1), (2) and (3), the Common Shares that other stockholders desire to sell that can be included in such Demand Registration will have right sold without exceeding the Maximum Threshold to withdraw such Demand Registrationthe extent that the Company, in which case its sole discretion, wishes to permit such Demand Registration will not count as a Demand Registration; provided that the right sales pursuant to withdraw such registration and not have such registration count as a Demand Registration may be exercised only once by the Holders of Registrable Securitiesthis clause (4).

Underwritten Demand Registration. In the event that a Demand Registration registration requested pursuant to Section 2.1 is to be an Underwritten Registration, the Holders may specify such in the Demand Notice and the managing underwriter of the Underwritten Offering relating thereto will be selected, after consultation with the Company, by Xxxxxx Capital Group or EC Investments, as the Holders of at least a majority of the Registrable Securities proposed to be included in such Underwritten Registrationcase may be. The Company and all Holders proposing If Xxxxxx Capital Group or EC Investments proposes to distribute their its securities through an Underwritten Offering agree Offering, it agrees to enter into an underwriting agreement with the underwriters, provided that the underwriting agreement is in customary form and reasonably acceptable to the Company and the Holders of a majority of the Registrable Securities to be included in the Underwritten Offering. Notwithstanding the foregoing, if an independent financial advisor retained by the managing underwriter or underwriters of such Underwritten Offering advise the Company advises the Company and Xxxxxx Capital Group or EC Investments that, in its good faith determination, the total amount of securities that Holders propose Xxxxxx Capital Group or EC Investments proposes to register is such as to materially and adversely affect the then current stock price success of such Underwritten Offering or that if the Company's common stock (it being understood that any proposed sale managing underwriter of Registrable Securities at a 10% or greater discount to the then current market price of the Company's common stock shall be deemed materially and adversely effect the Company's common stock price), then an underwritten offering under this Section 2.6 advises the Company will provide a copy of such notice to the Holders and the Company shall have the right to decrease number of shares the Holders may include Xxxxxx Capital Group or EC Investments in such Underwritten Registration pro rata among the Holders of such Registrable Securities on the basis of writing that the total number of Registrable Securities held by such Holders. In the event the Company exercises its right to decrease the total number of Registrable Securities that may be included by the Holders, Holders representing a majority of the securities shares requested to be included in such Demand Registration will have right to withdraw registration exceeds the number of shares of Common Stock which can be sold in such Demand Registration, in which case such Demand Registration will not count as a Demand Registration; provided offering or that the right to withdraw such registration success or pricing of the offering would be materially and not have such registration count as a Demand Registration may be exercised only once adversely affected by the Holders inclusion of Registrable Securitiesall of the shares of Common Stock requested to be included, then the Company may either request that Xxxxxx Capital Group or EC Investments, as the case may be, decrease the number of shares it proposes to be included in such Underwritten Registration or invoke Section 2.2.

Underwritten Demand Registration. In the event that a Demand Registration registration requested pursuant to Section 2.1 is to be an Underwritten Registration, the Holders may specify such in the Demand Notice and the managing underwriter of the Underwritten Offering relating thereto will be selected, after consultation with the Company, by Pxxxxx Capital Group or EC Investments, as the Holders of at least a majority of the Registrable Securities proposed to be included in such Underwritten Registrationcase may be. The Company and all Holders proposing If Pxxxxx Capital Group or EC Investments proposes to distribute their its securities through an Underwritten Offering agree Offering, it agrees to enter into an underwriting agreement with the underwriters, provided that the underwriting agreement is in customary form and reasonably acceptable to the Company and the Holders of a majority of the Registrable Securities to be included in the Underwritten Offering. Notwithstanding the foregoing, if an independent financial advisor retained by the managing underwriter or underwriters of such Underwritten Offering advise the Company advises the Company and Pxxxxx Capital Group or EC Investments that, in its good faith determination, the total amount of securities that Holders propose Pxxxxx Capital Group or EC Investments proposes to register is such as to materially and adversely affect the then current stock price success of such Underwritten Offering or that if the Company's common stock (it being understood that any proposed sale managing underwriter of Registrable Securities at a 10% or greater discount to the then current market price of the Company's common stock shall be deemed materially and adversely effect the Company's common stock price), then an underwritten offering under this Section 2.6 advises the Company will provide a copy of such notice to the Holders and the Company shall have the right to decrease number of shares the Holders may include Pxxxxx Capital Group or EC Investments in such Underwritten Registration pro rata among the Holders of such Registrable Securities on the basis of writing that the total number of Registrable Securities held by such Holders. In the event the Company exercises its right to decrease the total number of Registrable Securities that may be included by the Holders, Holders representing a majority of the securities shares requested to be included in such Demand Registration will have right to withdraw registration exceeds the number of shares of Common Stock which can be sold in such Demand Registration, in which case such Demand Registration will not count as a Demand Registration; provided offering or that the right to withdraw such registration success or pricing of the offering would be materially and not have such registration count as a Demand Registration may be exercised only once adversely affected by the Holders inclusion of Registrable Securitiesall of the shares of Common Stock requested to be included, then the Company may either request that Pxxxxx Capital Group or EC Investments, as the case may be, decrease the number of shares it proposes to be included in such Underwritten Registration or invoke Section 2.2.

Underwritten Demand Registration. In the event that a Demand Registration is to be an Underwritten Registration, the Holders may specify such in the Demand Notice and the managing underwriter of the Underwritten Offering relating thereto will be selected, after consultation with the Company, by the Holders of at least a majority of the Registrable Securities proposed to be included in such Underwritten Registration. The Company and all Holders proposing to distribute their securities through an Underwritten Offering agree to enter into an underwriting agreement with the underwriters, provided that the underwriting agreement is in customary form and reasonably acceptable to the Company and the Holders of a majority of the Registrable Securities to be included in the Underwritten Offering. Notwithstanding the foregoing, if an independent financial advisor retained by the Company advises the Company that, in its good faith determination, the total amount of securities that Holders propose to register is such as to materially and adversely affect the then current stock price of the Company's ’s common stock (it being understood that any proposed sale of Registrable Securities at a 10% or greater discount to the then current market price of the Company's ’s common stock shall be deemed materially and adversely effect the Company's ’s common stock price), then the Company will provide a copy of such notice to the Holders and the Company shall have the right to decrease number of shares the Holders may include in such Underwritten Registration pro rata among the Holders of such Registrable Securities on the basis of the total number of Registrable Securities held by such Holders. In the event the Company exercises its right to decrease the total number of Registrable Securities that may be included by the Holders, Holders representing a majority of the securities requested to be included in such Demand Registration will have right to withdraw such Demand Registration, in which case such Demand Registration will not count as a Demand Registration; provided that the right to withdraw such registration and not have such registration count as a Demand Registration may be exercised only once by the Holders of Registrable Securities.