Common use of Underwritten Public Offering Clause in Contracts

Underwritten Public Offering. If the registration for which the Company gives notice is for a registered public offering involving an underwriting, the right of Purchaser to registration shall be conditioned upon the Purchaser’s participation in such underwriting and the inclusion of such Purchaser’s Shares in the underwriting pursuant to an underwriting agreement in customary form with the underwriter or underwriters selected by the Company. Notwithstanding any other provision of this Section, if the underwriter reasonable determines that marketing factors require a limitation on the number of shares to be underwritten and underwriter may exclude some or all of the Shares with the number of shares that may be included in the registration and underwriting being allocated among the Purchaser and all other shareholders entitled to have securities included in such registration in proportion, as nearly as practicable, to the respective amounts of securities which they had requested to be included in such registration.