Common use of Additional Procedures Clause in Contracts

Additional Procedures. In the case of a registration pursuant to Section 3.1 hereof, whenever the Coordination Committee shall direct that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders referred to in Section 3.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee and such Holder). If directed to do so by the Coordination Committee, the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 3.1 6.1 hereof, whenever the Coordination Committee Principal Participating Holders shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders referred to in Section 3.26.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 3.1 6.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Principal Participating Holders and such Holder). If directed to do so requested by the Coordination CommitteePrincipal Participating Holders, the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 3.1 7.1 hereof, whenever the Coordination Committee shall direct Majority Participating Investors will request that such registration shall will be effected pursuant to an underwritten offering, the Company shall will include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.27.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 shall 7.1 will be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Investors and such Holderholder). If directed to do so requested by the Coordination Committeesuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 3.1 2.1 hereof, whenever the Coordination Committee Principal Participating Holders shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders referred to in Section 3.22.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 3.1 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Principal Participating Holders and such Holder). If directed to do so requested by the Coordination CommitteePrincipal Participating Holders, the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 3.1 2.1 hereof, whenever the Coordination Committee Initiating Investors shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders referred to in Section 3.22.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 3.1 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Initiating Investors and such Holder). If directed to do so requested by the Coordination CommitteeInitiating Investors, the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 3.1 hereof, whenever the Coordination Committee Majority Registration Investors shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Registration Investors and such Holderholder). If directed to do so requested by the Coordination Committeesuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant --------------------- to Section 3.1 hereof6.2, whenever the Coordination Committee Majority Participating Stockholders shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities and Convertible Securities referred to in Section 3.26.3. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 6.2 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Stockholders and such Holderholder). If directed to do so requested by the Coordination Committeesuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 3.1 hereof, whenever the Coordination Committee shall direct an Initiating Holder is entitled to request and so requests that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the any written notices notice to Holders referred to in required by Section 3.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Initiating Holder and such Holder). If directed to do so requested by the Coordination CommitteeInitiating Holder or Shelf Takedown Holder, the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant --------------------- to Section 3.1 hereof6.1, whenever the Coordination Committee Majority Participating Stockholders shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities and Convertible Securities referred to in Section 3.26.3. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 6.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Stockholders and such Holderholder). If directed to do so requested by the Coordination Committeesuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 3.1 hereof8.1.1, whenever the Coordination Committee Principal Participating Holders shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Qualifying Holders referred to in Section 3.28.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 3.1 8.1.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Principal Participating Holders and such Holder). If directed to do so requested by the Coordination CommitteePrincipal Participating Holders, the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement)Section 8).

Additional Procedures. In the case of a registration pursuant to this Section 3.1 hereof8.1.2, whenever the Coordination Committee Initiating Holders shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.28.1.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to this Section 3.1 8.1.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Holders and such Holderholder). If directed to do so requested by the Coordination Committeeunderwriters of such registration, the Company Company, together with the Holders holders of Registrable Securities proposing to distribute their securities through the underwriting such underwriting, will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 3.1 8.1 hereof, whenever the Coordination Committee Majority Participating Investors shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.28.3. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 8.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Investors and such Holder)holder) to the extent provided herein. If directed to do so requested by the Coordination Committeesuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement)provisions.

Additional Procedures. In the case of a registration pursuant to Section 3.1 hereof, whenever the Coordination Committee Majority Participating Investors shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Investors and such Holderholder). If directed to do so requested by the Coordination Committeesuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 3.1 7.1 hereof, whenever the Coordination Committee Majority Participating Investors shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.27.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 7.1 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Investors and such Holderholder). If directed to do so requested by the Coordination Committeesuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 3.1 8.2 hereof, whenever the Coordination Committee Initiating Other Investors shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.28.3. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 8.2 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Other Investors and such Holder)holder) to the extent provided herein. If directed to do so requested by the Coordination Committeesuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement)provisions.

Additional Procedures. In the case of a registration pursuant to Section 3.1 hereof, whenever the Coordination Committee shall direct an IPO Initiating Holder or an Initiating Holder is entitled to request and so requests that such registration shall will be effected pursuant to an underwritten offering, the Company shall will include such information in the any written notices notice to Holders referred to in required by Section 3.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 3.1 shall will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee IPO Initiating Holder or Initiating Holder and such Holder). If directed to do so requested by the Coordination CommitteeIPO Initiating Holder, Initiating Holder or Shelf Takedown Holder the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 3.1 hereof, whenever the Coordination Committee shall direct an IPO Initiating Holder or an Initiating Holder is entitled to request and so requests that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the any written notices notice to Holders referred to in required by Section 3.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee IPO Initiating Holder or Initiating Holder and such Holder). If directed to do so requested by the Coordination CommitteeIPO Initiating Holder, Initiating Holder or Shelf Takedown Holder the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 3.1 7.1 hereof, whenever the Coordination Committee holders of at least a majority of the Registrable Xxxx Securities to be included in the proposed registration statement in question (the "Majority Participating Investors") shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.27.3. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 7.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Investors and such Holderholder). If directed to do so requested by the Coordination Committeesuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to --------------------- Section 3.1 8.2 hereof, whenever the Coordination Committee Initiating Other Investors shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.28.3. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 8.2 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Other Investors and such Holder)holder) to the extent provided herein. If directed to do so requested by the Coordination Committeesuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement)provisions.

Additional Procedures. In the case of a registration pursuant to Section 3.1 hereof3.1. hereof (including an Underwritten Shelf Takedown under Section 3.1.2), whenever the Coordination Committee shall direct an Initiating Investor is entitled to request and so requests that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the any written notices notice to Holders referred to in required by Section 3.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Initiating Investors and such Holder). If directed to do so requested by the Coordination CommitteeInitiating Investors or Shelf Takedown Investor, the Company together with the Holders proposing to distribute their securities through the whose Registrable Securities are included in such underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 3.1 hereof3.1, whenever the Coordination Committee holders of at least a majority of the Registrable Securities to be included in the proposed registration statement in question by the Initiating Investors (the "Majority Participating Stockholders") shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities and holders of Warrants referred to in Section 3.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Stockholders and such Holderholder). If directed to do so requested by the Coordination Committeesuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 3.1 2.1 hereof, whenever the Coordination Committee Majority Participating Investors shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.22.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 2.1 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Investors and such Holderholder). If directed to do so requested by the Coordination Committeesuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including without limitation customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 3.1 6.1 hereof, whenever the Coordination Committee Majority Participating Investors shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.26.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 6.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Investors and such Holderholder). If directed to do so requested by the Coordination CommitteeInitiating Investors, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case ease of a registration pursuant to Section 3.1 hereof, whenever the Coordination Committee shall direct that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders referred to in Section 3.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee and such Holder). If directed to do so by the Coordination Committee, the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 3.1 6.1 hereof, whenever the Coordination Committee Majority Participating Investors shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.26.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 6.1 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Investors and such Holderholder). If directed to do so requested by the Coordination CommitteeInitiating Investors, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 3.1 2.1 hereof, whenever the Coordination Committee shall direct an Initiating Holder is entitled to request and so requests that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the any written notices notice to Holders referred to in required by Section 3.22.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Initiating Holder and such Holder). If directed to do so requested by the Coordination Committee, Initiating Holder or Shelf Takedown Holder the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant --------------------- to Section 3.1 8.2 hereof, whenever the Coordination Committee Majority Other Investors shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.28.3. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 8.2 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Other Investors and such Holder)holder) to the extent provided herein. If directed to do so requested by the Coordination Committeesuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement)provisions.

Additional Procedures. In the case of a registration pursuant to Section 3.1 7.1 hereof, whenever the Coordination Committee Majority Participating Investors shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.27.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 7.1 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Investors and such Holderholder). If directed to do so requested by the Coordination Committeesuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant --------------------- to Section 3.1 8.2 hereof, whenever the Coordination Committee Initiating Other Investors shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.28.3. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 8.2 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Other Investors and such Holder)holder) to the extent provided herein. If directed to do so requested by the Coordination Committeesuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement)provisions.

Additional Procedures. In the case of a registration pursuant to Section 3.1 7.2 hereof, whenever the Coordination Committee holders of at least a majority of the Registrable Xxxxxxxx Securities to be included in the proposed registration statement in question (the "Majority Participating Investors") shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.27.3. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 7.2 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Investors and such Holderholder). If directed to do so requested by the Coordination Committeesuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to this Section 3.1 hereof1.1, whenever the Coordination Committee Initiating Holders shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.21.1.2 hereof. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to this Section 3.1 1.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Holders and such Holderholder). If directed to do so requested by the Coordination Committeeunderwriters of such registration, the Company Company, together with the Holders holders of Registrable Securities proposing to distribute their securities through the underwriting such underwriting, will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration --------------------- pursuant to Section 3.1 8.1 hereof, whenever the Coordination Committee Majority Participating Investors shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.28.3. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 8.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Investors and such Holder)holder) to the extent provided herein. If directed to do so requested by the Coordination Committeesuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement)provisions.

Additional Procedures. In the case of a registration pursuant to Section 3.1 6.1 hereof, whenever the Coordination Committee Majority Participating Investors shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.26.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 6.1 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Investors and such Holderholder). If directed to do so requested by the Coordination Committeesuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to this Section 3.1 hereof8.1, whenever the Coordination Committee Initiating Holders shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.28.1.2 hereof. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to this Section 3.1 8.1 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Holders and such Holderholder). If directed to do so requested by the Coordination Committeeunderwriters of such registration, the Company Company, together with the Holders holders of Registrable Securities proposing to distribute their securities through the underwriting such underwriting, will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 3.1 3.1. hereof, whenever the Coordination Committee shall direct an Initiating Investor is entitled to request and so requests that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the any written notices notice to Holders referred to in required by Section 3.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration (other than any shelf registration pursuant to Section 3.1 Rule 415 under the Securities Act) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Initiating Investors and such Holder); provided, for the avoidance of doubt, that in no event shall any such Holder have a right to participate in an Underwritten Shelf Takedown unless otherwise mutually agreed upon by the Initiating Investors and such Holder. If directed to do so requested by the Coordination CommitteeInitiating Investors or Shelf Takedown Investor, the Company together with the Holders proposing to distribute their securities through the whose Registrable Securities are included in such underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 3.1 hereof1.1.2, whenever the Coordination Committee Initiating Holders shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.21.1.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to this Section 3.1 1.1.1 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Holders and such Holderholder). If directed to do so requested by the Coordination Committeeunderwriters of such registration, the Company Company, together with the Holders holders of Registrable Securities proposing to distribute their securities through the underwriting such underwriting, will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).. 1.2

Additional Procedures. In the case of a registration pursuant to Section 3.1 hereof, whenever the Coordination Committee shall direct an Initiating Holder is entitled to request and so requests that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the any written notices notice to Holders referred to in required by Section 3.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 3.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Initiating Holder and such Holder). If directed to do so requested by the Coordination CommitteeInitiating Holder or Shelf Takedown Holder, the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including 30748034_8 customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant --------------------- to Section 3.1 8.1 hereof, whenever the Coordination Committee Majority Participating Investors shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.28.3. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 8.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Investors and such Holder)holder) to the extent provided herein. If directed to do so requested by the Coordination Committeesuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement)provisions.

Additional Procedures. In the case of a registration pursuant to Section 3.1 hereof, whenever the Coordination Committee Principal Participating Holders shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders referred to in Section 3.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 3.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Principal Participating Holders and such Holder). If directed to do so requested by the Coordination CommitteePrincipal Participating Holders, the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 3.1 hereof1.1.2, whenever the Coordination Committee Initiating Holders shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.21.1.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to this Section 3.1 1.1.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Holders and such Holderholder). If directed to do so requested by the Coordination Committeeunderwriters of such registration, the Company Company, together with the Holders holders of Registrable Securities proposing to distribute their securities through the underwriting such underwriting, will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 3.1 2.1 hereof, whenever the Coordination Committee shall direct or Initiating Holders are entitled to request and so requests that such registration shall be effected pursuant to an underwritten offering, the Company shall will include such information in the any written notices notice to Holders referred to in stockholders required by Section 3.22.1(a). In such event, the right of any Holder stockholder to have securities owned by such Holder stockholder included in such registration pursuant to Section 3.1 shall will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holderstockholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Initiating Holders and such Holderstockholder). If directed to do so requested by the Coordination CommitteeInitiating Holders or Shelf Takedown Holders, the Company together with the Holders stockholders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders stockholders, a customary lock up covenant and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 3.1 9.1 hereof, whenever the Coordination Committee Majority Participating Investors, Majority Participating Subscribers or Majority Participating Lenders, respectively shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.29.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 9.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Majority Participating Investors, the Majority Participating Subscribers or Majority Participating Lenders, respectively and such Holder)holder) to the extent provided herein. If directed to do so requested by the Coordination Committeesuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement)provisions.

Additional Procedures. In the case of a registration pursuant to Section 3.1 hereof5.1, whenever the Coordination Committee Sponsors shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.25.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 5.2 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Sponsors and such Holder)holder) to the extent provided herein. If directed to do so requested by the Coordination Committeesuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement)provisions.

Additional Procedures. In the case of a registration pursuant to Section 3.1 hereof, whenever the Coordination Committee Required Holders shall direct request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 3.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 3.1 3.2 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Coordination Committee Required Holders and such Holderholder). If directed to do so requested by the Coordination Committeesuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).