Common use of Incidental Underwritten Offerings Clause in Contracts

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II of this Agreement, arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 1.1 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II of this AgreementSecurities, use its best efforts to arrange for such underwriters to include all the Registrable Securities securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, requesting holder among the securities of the Company to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such requesting holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities securities and such holder's intended method of distribution and or any other representation representations required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 3.2 hereof and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II of this AgreementParticipating Holder, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Participating Holder among the securities of the Company to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters Participating Holders shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities Participating Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable SecuritiesParticipating Holders. The Company No Participating Holder shall cooperate with any such holder of Registrable Securities in order be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's ownership of and title to the Registrable Securities and Securities, such holder's intended method of distribution and any other representation representations required by law, and any liability of the Participating Holder to any underwriter or other person under such underwriting agreement shall be limited to liability arising from misstatements in or omissions from its representations and warranties and shall be limited to an amount equal to the net proceeds that the Participating Holder derives from such registration.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Requesting Holder of Registrable Securities as provided in Article II of this AgreementSecurities, use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.2(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder Requesting Holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderRequesting Holder, such holderRequesting Holder's Registrable Securities and such holderRequesting Holder's intended method of distribution and or any other representation representations required by applicable law.

Incidental Underwritten Offerings. If In the Company at any time proposes case of a registration requested or offering effected pursuant to register any of its securities under the Securities Act as contemplated by Article II of this Agreement and such securities are to be distributed by or through one or more underwriters, the Company willSection 2.2 hereof, if requested by any holder Echo shall have determined to enter into an underwriting agreement in connection therewith, all of Registrable Securities as provided in Article II of this Agreement, arrange for such underwriters to include all the Registrable Securities to be offered and sold by included in such holder, registration shall be subject to the limitations set forth in Article II hereof, among the securities to be distributed by such underwritersunderwriting agreement. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, and Participating Holders may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, Echo or the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities the Participating Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders the Participating Holders. None of Registrable Securities. The Company the Participating Holders shall cooperate with any such holder of Registrable Securities in order be required to limit make any representations or warranties to, to or agreements withwith Echo, the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderParticipating Holder, such holder's its ownership of and title to the Registrable Securities and such holder's its intended method of distribution distribution; and any liability of any Participating Holder to any underwriter or other representation required Person under such underwriting agreement shall be limited to liability arising from information provided by lawsuch Participating Holder regarding itself to the managing underwriter of such offering and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company Company, will, if requested by any holder of Registrable Securities as provided in Article II pursuant to Section 2.2 and subject to the provisions of this AgreementSection 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities of the Company to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's holders' Registrable Securities and such holder's intended method of distribution and or any other representation representations required by law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Warrants or Registrable Securities as provided in Article II Section 2.2 and subject to the provisions of this AgreementSection 2.2(b), arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 1.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Requesting Holder of Registrable Securities as provided in Article II of this AgreementSecurities, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Requesting Holder among the securities of the Company to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder Requesting Holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderRequesting Holder, such holderRequesting Holder's Registrable Securities and such holderRequesting Holder's intended method of distribution and or any other representation representations required by applicable law.

Incidental Underwritten Offerings. If Subject to the provisions of the proviso to the first sentence of Section 3.2, if the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Article II of this Agreement (other than pursuant to Section 3.1 or pursuant to a Special Registration), whether or not for its own account, and such securities are to be distributed by or through one or more underwriters, the Company willwill give prompt written notice to all holders of Registrable Securities of its intention to do so and, if requested by any holder of Registrable Securities as provided in Article II of this AgreementSecurities, will arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities those to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such the underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any No such holder of Registrable Securities in order shall be required by the Company to limit make any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those other than as set forth in Section 3.4(e) and representations, warranties or agreements regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution and any other representation required by lawdistribution.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Requesting Holder of Registrable Securities as provided in Article II of this AgreementSecurities, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.2(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder Requesting Holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by other than representations or warranties regarding the identity of such holder only to those representations, warranties or agreements regarding such holderRequesting Holder, such holderRequesting Holder's Registrable Securities and such holderRequesting Holder's intended method of distribution and or any other representation representations required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Requesting Holder of Registrable Securities as provided in Article II of this AgreementSecurities, use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.2(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder Requesting Holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than customary representations, warranties or agreements regarding such holderRequesting Holder, such holderRequesting Holder's Registrable Securities and such holderRequesting Holder's intended method of distribution and or any other representation representations required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.2 above and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II Section 2.2 above and subject to the provisions of this AgreementSection 2.2(b) above, arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's ’s Registrable Securities and such holder's ’s intended method of distribution and any other representation required by law; provided, however, that any such holder of Registrable Securities shall agree to any restrictions on the sale of Registrable Securities that the underwriters require of the Company in the course of such offering.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II Section 2.2 and subject to the provisions of this AgreementSection 2.2(b), arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder of Registrable Securities in order shall not be required to limit made any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 3 and such securities are to be distributed by or through one or more underwriters, the Company will, subject to the provisions of Section 3(b), use its best efforts, if requested by any holder of Registrable Securities as provided in Article II of this AgreementSecurities, to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such No holder of Registrable Securities in order shall be required (i) to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution and any other representation required by lawlaw or (ii) to indemnify (or to contribute with respect to an indemnifiable claim) the Company or any underwriters of the Registrable Securities, except as set forth in Section 8.

Incidental Underwritten Offerings. If Subject to the provisions of the proviso to the first sentence of Section 3.2, if the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Article II of this Agreement (other than pursuant to Section 3.1 or pursuant to a Special Registration), whether or not for its own account, and such securities are to be distributed by or through one or more underwriters, the Company willwill give prompt written notice to all holders of Registrable Securities of its intention to do so and, if requested by any holder of Registrable Securities as provided in Article II of this AgreementSecurities, will use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities those to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such the underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any No such holder of Registrable Securities in order shall be required by the Company to limit make any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those other than as set forth in Sections 3.4(e) and 3.7(b), representations, warranties or agreements regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution and any other representation representations required by applicable law.

Incidental Underwritten Offerings. If requested by the underwriters for any underwritten offering by the Company at any time proposes or by holders of Registrable Securities pursuant to register any of its securities under the Securities Act as contemplated by Article II of this Agreement and such securities are a registration pursuant to be distributed by or through one or more underwritersSection 2.2 above, the Company will, if requested by any holder and all sellers of Registrable Securities as provided in Article II of this Agreement, arrange for such underwriters to include all the Registrable Securities to be offered included in such offering will enter into an underwriting agreement with the underwriters for such offering, such agreement to be satisfactory in substance and sold form to (i) the Company, and (ii) the Requisite Holders, if the offering is pursuant to a Demand Request made by an Owner of Registrable Securities pursuant to Section 2.1 above, and such holderunderwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of this type, subject including, without limitation, indemnities to the limitations set forth effect and to the extent provided in Article II hereof, among the securities to be distributed by such underwritersSection 2.8 below. The holders A holder of Registrable Securities to be distributed by such underwriters shall not be parties required to the underwriting agreement between the Company and such underwriters, and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by lawlaw and other than indemnification of the Company and underwriters for liabilities arising from information furnished in writing by such holder specifically for use in the registration statement.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 1.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Requesting Holder of Registrable Securities as provided in Article II of this AgreementSecurities, use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 1.2. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder Requesting Holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderRequesting Holder, such holderRequesting Holder's Registrable Securities and such holderRequesting Holder's intended method of distribution and or any other representation representations except as expressly set forth herein or required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II Section 2.2 and subject to the provisions of this AgreementSection 2.2(b), arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Incidental Underwritten Offerings. If the Company Company, at any time time, proposes to register any of its securities under the Securities Act Act, as contemplated by Article II of this Agreement Section 3.2, and such securities are to be distributed by or through one or more underwriters, the Company willwill use its best efforts, if requested by any holder or holders of Registrable Securities as provided who requests incidental registration of Registrable Securities in Article II of this Agreementconnection therewith pursuant to Section 3.2, to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by or through such underwriters, provided that, for purposes of this sentence, best efforts shall not require the Company to reduce the amount or sale price of such securities proposed to be distributed by or through such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, and may, at their such holders' option, require that any or all of the representations representations, warranties and warranties by, and the other agreements on the part of, covenants of the Company to and or for the benefit of such underwriters shall also be made to to, and for the benefit of of, such holders, and the Company will cooperate with such holders of Registrable Securities and to the end that any or all of the conditions precedent to the obligations of such the underwriters under such underwriting agreement be conditions precedent to purchase the obligations securities of such holders of Registrable SecuritiesSecurities under such underwriting agreement shall not include conditions that are not customary in underwriting agreements with respect to combined primary and secondary distributions and shall be otherwise reasonably satisfactory to such holders. The Company shall cooperate with any such holder Such holders of Registrable Securities in order shall not be required by the Company to limit make any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those underwriters, other than reasonable representations, warranties or agreements (including indemnity agreements customary in secondary offerings) regarding such holder, such holder's Registrable Securities and such holder's intended method or methods of distribution and any other representation required by law.

Incidental Underwritten Offerings. If Subject to the provisions of the proviso to the first sentence of Section 1.2, if the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Article II of this Agreement (other than pursuant to Section 1.1 or pursuant to a Special Registration), whether or not for its own account, and such securities are to be distributed by or through one or more underwriters, the Company willwill give prompt written notice to all holders of Registrable Securities of its intention to do so and, if requested by any holder of Registrable Securities as provided in Article II of this AgreementSecurities, will use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities those to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting under writing agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such the underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any No such holder of Registrable Securities in order shall be required by the Company to limit make any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those other than as set forth in Sections 1.4(e) and 1.7(b), representations, warranties or agreements regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution and any other representation representations required by applicable law.

Incidental Underwritten Offerings. If In the case of a registration pursuant to Section 2.2 hereof, if the Company at shall have determined to enter into any time proposes to register any underwriting agreements in connection therewith, all of its securities under the Securities Act as contemplated by Article II of this Agreement and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II of this Agreement, arrange for such underwriters to include all the Registrable Securities to be offered and sold by included in such holder, registration shall be subject to the limitations set forth in Article II hereof, among the securities to be distributed by such underwritersunderwriting agreements. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, and Registering Forstmann Little Partnerships may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities the Registering Forstmann Little Partnerships and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders the Registering Forstmann Little Partnerships. None of Registrable Securities. The Company the Registering Forstmann Little Partnerships shall cooperate with any such holder of Registrable Securities in order be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderRegistering Forstmann Little Partnership, such holder's its ownership of and title to the Registrable Securities Securities, and such holder's its intended method of distribution distribution; and any liability of any Registering Forstmann Little Partnership to any underwriter or other representation required by lawPerson under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration.

Incidental Underwritten Offerings. If In the case of a registration pursuant to Section 2.2 hereof, if the Company at shall have determined to enter into any time proposes to register any underwriting agreements in connection therewith, all of its securities under the Securities Act as contemplated by Article II of this Agreement and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II of this Agreement, arrange for such underwriters to include all the Requesting Holders' Registrable Securities to be offered and sold by included in such holder, registration shall be subject to the limitations set forth in Article II hereof, among the securities to be distributed by such underwritersunderwriting agreements. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, and Requesting Holders may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities the Requesting Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securitiesthe Requesting Holders. The Company No Requesting Holder shall cooperate with any such holder of Registrable Securities in order be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderRequesting Holder, such holder's its ownership of and title to the Registrable Securities Securities, and such holder's its intended method of distribution distribution; and any liability of any Requesting Holder to any underwriter or other representation required by lawPerson under such underwriting agreement shall be limited to liability arising from misstatements in or omissions from its representations and warranties and shall be limited to an amount equal to the net proceeds that it derives from such registration.

Incidental Underwritten Offerings. If In the Company at any time proposes case of a registration pursuant to register any of its securities under the Securities Act as contemplated by Article II of this Agreement and such securities are to be distributed by or through one or more underwriters, the Company willSection 2.2 hereof, if requested by the Reorganized Company shall have determined to enter into any holder underwriting agreements in connection therewith, all of Registrable Securities as provided in Article II of this Agreement, arrange for such underwriters to include all the Registrable Securities to be offered and sold by included in such holder, registration shall be subject to the limitations set forth in Article II hereof, among the securities to be distributed by such underwritersunderwriting agreements. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, and Registering Stockholders may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Reorganized Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities the Registering Stockholders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders the Registering Stockholders. None of Registrable Securities. The Company the Registering Stockholders shall cooperate with any such holder of Registrable Securities in order be required to limit make any representations or warranties to, to or agreements with, with the Reorganized Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderRegistering Stockholder, such holder's its ownership of and title to the Registrable Securities Securities, and such holder's its intended method of distribution distribution; and any liability of any Registering Stockholder to any underwriter or other representation required by lawPerson under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 9.1 and such securities are to be distributed by or through one or more underwriters, the Company will, subject to the provisions of Section 9.1(b), use its best efforts, if requested by any holder of Registrable Securities as provided in Article II of this AgreementSecurities, to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such No holder of Registrable Securities in order shall be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution and any other representation required by law.

Incidental Underwritten Offerings. If Subject to the provisions of the proviso to the first sentence of Section 1.2(b), if the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Article II of this Agreement (other than pursuant to Section 1.1 or pursuant to a Special Registration), whether or not for its own account, and such securities are to be distributed by or through one or more underwriters, the Company willwill give prompt written notice to all holders of Registrable Securities following the filing of the registration statement in respect thereof under the Securities Act and, if requested by any holder of Registrable Securities as provided in Article II of this Agreementwithin 30 days after the Company has given notice, will use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities those to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such the underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any No such holder of Registrable Securities in order shall be required by the Company to limit make any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those other than as set forth in Section 1.6(b) and Section 1.7, representations, warranties or agreements regarding such holder, such holder's Registrable Securities holder and such holder's ’s intended method of distribution and any other representation representations required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Holder of Registrable Securities as provided in Article II Section 2.2 and subject to the provisions of this AgreementSection 2.2(b), use best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Holder among the securities to be distributed by such underwriters. The holders Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders Holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders Holders of Registrable Securities. The Company shall cooperate with any Any such holder Holder of Registrable Securities in order shall be required to limit any make representations or and warranties to, or to and agreements with, with the Company or and the underwriters to be made by regarding only such holder only to those representations, warranties or agreements regarding such holderHolder, such holderHolder's Registrable Securities and such holderHolder's intended method of distribution and any other representation required by law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement section 13.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II section 13.2 and subject to the provisions of this Agreementsection 13.2(b), use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Article II of this Agreement III and such equity securities are to be distributed by or through one or more underwriters, the Company willCompany, if requested by any holder of Registrable Securities Piggyback Holder as provided in Article II of this AgreementIII, shall arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holderPiggyback Holder, subject to the limitations set forth in Article II hereofIII, among the securities to be distributed by such underwriters. The holders of the Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and Securities, such holder's intended method of distribution and any other representation required by applicable law.

Incidental Underwritten Offerings. If In the case of a registration pursuant to Section 3.2 hereof, if the Company at shall have determined to enter into any time proposes to register any underwriting agreements in connection therewith, all of its securities under the Securities Act as contemplated by Article II of this Agreement and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II of this Agreement, arrange for such underwriters to include all the Registrable Requesting Holders' Registerable Securities to be offered and sold by included in such holder, registration shall be subject to the limitations set forth in Article II hereof, among the securities to be distributed by such underwritersunderwriting agreements. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, and Requesting Holders may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities the Requesting Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securitiesthe Requesting Holders. The Company No Requesting Holder shall cooperate with any such holder of Registrable Securities in order be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderRequesting Holder, such holder's Registrable Securities its ownership of and such holder's title to the Registerable Securities, and its intended method of distribution distribution; and any liability of any Requesting Holder to any underwriter or other representation required by lawPerson under such underwriting agreement shall be limited to liability arising from misstatements in or omissions from its representations and warranties and shall be limited to an amount equal to the net proceeds that it derives from such registration.

Incidental Underwritten Offerings. If In the case of a registration pursuant to Section 2.2, if the Company at any time proposes shall have determined to register any enter into an underwriting agreement in connection therewith, all of its securities under the Securities Act as contemplated by Article II of this Agreement and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II of this Agreement, arrange for such underwriters to include all the Registrable Securities to be offered and sold by included in such holder, registration shall be subject to the limitations set forth in Article II hereof, among the securities to be distributed by such underwritersunderwriting agreements. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, and Majority Participating Holders may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities the Participating Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The the Participating Holders; provided that the Company shall cooperate with any such holder of Registrable Securities in order not be required to limit make any representations or warranties to, with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. None of the Participating Holders shall be required to make any representations or warranties to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderParticipating Holder, such holder's its ownership of and title to the Registrable Securities and such holder's Securities, its intended method of distribution and disclosures related to the foregoing; and any liability of any Participating Holder to any underwriter or other representation required Person under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that it derives from such registration, except in the case of willful fraud by lawsuch Participating Holder.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act Act, as contemplated by Article II of this Agreement Section 2.2 above, and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II said Section 2.2 and subject to the provisions of this AgreementSection 2.2(b), arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwritersunderwriters and any necessary or appropriate custody agreements and execute appropriate powers of attorney, and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 3.2 hereof and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II of this Agreementthe Investor, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Investor among the securities of the Company to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters Investor shall be parties party to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities Investor and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable SecuritiesInvestor. The Company Investor shall cooperate with any such holder of Registrable Securities in order not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's ownership of and title to the Registrable Securities and Securities, such holder's intended method of distribution and any other representation representations required by law, and any liability of the Investor to any underwriter or other person under such underwriting agreement shall be limited to liability arising from misstatements in or omissions from its representations and warranties and shall be limited to an amount equal to the net proceeds that the Investor derives from such registration.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Article II of this Agreement III and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities Piggyback Holder as provided in Article II of this AgreementIII, arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holderPiggyback Holder, subject to the limitations set forth in Article II hereofIII, among the securities to be distributed by such underwriters. The holders of the Registrable Securities to be distributed by such underwriters shall may be parties to the underwriting agreement between the Company and such underwriters, and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and Securities, such holder's intended method of distribution and any other representation required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes --------------------------------- to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Holder of Registrable Securities as provided in Article II of this AgreementSection 3, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Holder among the securities to be distributed by such underwriters. The holders Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders Holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders Holders of Registrable Securities. The Company shall cooperate with any Any such holder Holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderHolder, such holderHolder's Registrable Securities and such holderHolder's intended method of distribution and any other representation required by lawlaw or to make any agreements with the Company or the underwriters with respect to indemnification of any Person or the contribution obligations of any Person that would impose any obligation beyond or inconsistent with the terms of this Agreement.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Holder of Registrable Securities as provided in Article II of this AgreementSection 3, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Holder among the securities to be distributed by such underwriters. The holders Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting under writing agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders Holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders Holders of Registrable Securities. The Company shall cooperate with any Any such holder Holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderHolder, such holderHolder's Registrable Securities and such holderHolder's intended method of distribution and any other representation required by lawlaw or to make any agreements with the Company or the underwriters with respect to indemnification of any Person or the contribution obligations of any Person that would impose any obligation beyond or inconsistent with the terms of this Agreement.

Incidental Underwritten Offerings. If In the case of a registration pursuant to Section 2.3 hereof, if the Company at shall have determined to enter into any time proposes to register any underwriting agreements in connection therewith, all of its securities under the Securities Act as contemplated by Article II of this Agreement and such securities are Requesting Holders' Registrable Common Stock to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided included in Article II of this Agreement, arrange for such underwriters to include all the Registrable Securities to registration shall be offered and sold by such holder, subject to the limitations set forth in Article II hereof, among the securities to be distributed by such underwritersunderwriting agreements. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, and Requesting Holders may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities the Requesting Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securitiesthe Requesting Holders. The Company No Requesting Holder shall cooperate with any such holder of Registrable Securities in order be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderRequesting Holder, such holder's its ownership of and title to the Registrable Securities Common Stock, and such holder's its intended method of distribution distribution; and any liability of any Requesting Holder to any underwriter or other representation required by lawPerson under such underwriting agreement shall be limited to liability arising from misstatements in or omissions from its representations and warranties and shall be limited to an amount equal to the net proceeds that it derives from such registration.

Incidental Underwritten Offerings. If In the case of a registration pursuant to Section 2.3 hereof, if the Company at shall have determined to enter into any time proposes to register any underwriting agreements in connection therewith, all of its securities under the Securities Act as contemplated by Article II of this Agreement and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II of this Agreement, arrange for such underwriters to include all the Requesting Holders' Registrable Securities to be offered and sold by included in such holder, registration shall be subject to the limitations set forth in Article II hereof, among the securities to be distributed by such underwritersunderwriting agreements. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, and Requesting Holders may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities the Requesting Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securitiesthe Requesting Holders. The Company No Requesting Holder shall cooperate with any such holder of Registrable Securities in order be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderRequesting Holder, such holder's its ownership of and title to the Registrable Securities Securities, and such holder's its intended method of distribution distribution; and any liability of any Requesting Holder to any underwriter or other representation required by lawPerson under such underwriting agreement shall be limited to liability arising from misstatements in or omissions from its representations and warranties and shall be limited to an amount equal to the net proceeds that it derives from such registration.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 9.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II Section 9.2 and subject to the provisions of this AgreementSections 9.2(a), 9.2(b) and 9.3, arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent percent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with Other than as required under Section 9.3 hereof, any such holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties warranties, or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution distribution, any other information supplied by such holder to the Company for use in the Registration Statement and any other representation required by law.

Incidental Underwritten Offerings. If Subject to the provisions of the proviso to the first sentence of Section 3.2, if the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Article II of this Agreement (other than pursuant to Section 3.1 or pursuant to a Special Registration), whether or not for its own account, and such securities are to be distributed by or through one or more underwriters, the Company willwill give prompt written notice to all Holders of its intention to do so and, if requested by any holder of Registrable Securities as provided in Article II of this AgreementHolder, will use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities those to be distributed by such underwriters. The holders Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities Holders and that any or all of the conditions precedent to the obligations of such the underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable SecuritiesHolders. The No such Holder shall be required by the Company shall cooperate with any such holder of Registrable Securities in order to limit make any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those other than as set forth in Sections 3.4(e) and 3.7(b), and representations, warranties or agreements regarding such holder, such holder's Registrable Securities Holder and such holderHolder's intended method of distribution and any other representation representations required by applicable law.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement section 4.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II of this Agreementsection 4.2 and subject to section 4.2.5, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder Such holders of Shareholder Rights Agreement ---------------------------- Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and Securities, such holder's intended method of distribution and any other representation required by law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2(b) and such securities are to be distributed by or through one or more underwriters, (i) the managing underwriter or underwriters shall be selected by the Company, and (ii) the Company will, if requested by any holder of Registrable Securities as provided in Article II Section 2(b), and subject to the provisions of this AgreementSection 2(b)(ii), use its reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The In addition, the Company shall cooperate with may, at its option, require that any such holder or all of the representations and warranties by, and the other agreements on the part of holders of Registrable Securities in order to limit any representations or warranties to, or agreements with, and for the Company or the benefit of such underwriters to shall also be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method for the benefit of distribution and any other representation required by lawthe Company.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Selling Holder of Registrable Securities as provided in Article II of this AgreementSecurities, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Selling Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.2(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and such holders of Registrable Securities may, at their optionthe option of the holders of a majority of the Registrable Securities to be distributed by such underwriters, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder Selling Holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderSelling Holder, such holderSelling Holder's Registrable Securities and such holderSelling Holder's intended method of distribution and or any other representation representations required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if 7 102 requested by any holder of Registrable Securities as provided in Article II Section 2.2 and subject to the provisions of this AgreementSection 2.2(b), arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Incidental Underwritten Offerings. If the Company at any time proposes to --------------------------------- register any of its securities under the Securities Act or the Applicable Canadian Securities Laws as contemplated by Article II of this Agreement Section 1.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Requesting Holder of Registrable Securities as provided in Article II of this AgreementSecurities, use reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Requesting Holder among the securities of the Company to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder Requesting Holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderRequesting Holder, such holderRequesting Holder's Registrable Securities and such holderRequesting Holder's intended method of distribution and or any other representation representations required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 9.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II Section 9.2 and subject to the provisions of this AgreementSections 9.2(a), 9.2(b) and 9.3, arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with Other than as required under Section 9.3 hereof, any such holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties warranties, or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution distribution, any other information supplied by such holder to the Company for use in the Registration Statement and any other representation required by law.

Incidental Underwritten Offerings. If Subject to the provisions of --------------------------------- the proviso to the first sentence of Section 3.2, if the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Article II of this Agreement (other than pursuant to Section 3.1 or pursuant to a Special Registration), whether or not for its own account, and such securities are to be distributed by or through one or more underwriters, the Company willwill give prompt written notice to all holders of Registrable Securities of its intention to do so and, if requested by any holder of Registrable Securities as provided in Article II of this AgreementSecurities, will use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities those to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such the underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any No such holder of Registrable Securities in order shall be required by the Company to limit make any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those other than as set forth in Sections 3.4(e) and 3.7(b), representations, warranties or agreements regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution and any other representation representations required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act or the Applicable Canadian Securities Laws as contemplated by Article II of this Agreement Section 1.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Requesting Holder of Registrable Securities as provided in Article II of this AgreementSecurities, use reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Requesting Holder among the securities of the Company to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder Requesting Holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderRequesting Holder, such holderRequesting Holder's Registrable Securities and such holderRequesting Holder's intended method of distribution and or any other representation representations required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to --------------------------------- register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Requesting Holder of Registrable Securities as provided in Article II of this AgreementSecurities, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.2(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such No holder of Registrable Securities in order shall be required to limit make any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding the identity of such holder, such holder's Registrable Securities and such holder's intended method of distribution and or any other representation representations required by applicable law.

Incidental Underwritten Offerings. If Subject to the provisions of the proviso to the first sentence of Section 2.2, if the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Article II of this Agreement (other than pursuant to Section 2.1 or pursuant to a Special Registration), whether or not for its own account, and such securities are to be distributed by or through one or more underwriters, the Company willwill give prompt written notice to all holders of Registrable Securities of its intention to do so and, if requested by any holder of Registrable Securities as provided in Article II of this AgreementSecurities, will arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities those to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such the underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any No such holder of Registrable Securities in order shall be required by the Company to limit make any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those other than as set forth in Sections 2.4(e) and 2.7(b), representations, warranties or agreements regarding such holder, such holder's Registrable Securities holder and such holder's ’s intended method of distribution and any other representation representations required by applicable law; provided, that no holder of Registrable Securities shall have any indemnification obligations inconsistent with Section 2.7 hereof.

Incidental Underwritten Offerings. If Subject to the provisions of --------------------------------- the proviso to the first sentence of Section 3.2, if the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Article II of this Agreement (other than pursuant to Section 3.1 or pursuant to a Special Registration), whether or not for its own account, and such securities are to be distributed by or through one or more underwriters, the Company willwill give prompt written notice to all holders of Registrable Securities of its intention to do so and will use its best efforts, if requested by any holder of Registrable Securities as provided in Article II of this AgreementSecurities, to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities those to be distributed by such underwritersunder writers. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company (and, if applicable, Remington) and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company (and, if applicable, Remington) to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such the underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder Such holders of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements withwith the Company, the Company Remington or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution and any other representation required by lawdistribution.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 1.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Requesting Holder of Registrable Securities as provided in Article II of this AgreementSecurities, use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 1.2(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder Requesting Holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderRequesting Holder, such holderRequesting Holder's Registrable Securities and such holderRequesting Holder's intended method of distribution and or any other representation representations required by applicable law.

Incidental Underwritten Offerings. If Subject to the provisions of the proviso to the first sentence of Section 2.2, if the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Article II of this Agreement (other than pursuant to Section 2.1 or pursuant to a Special Registration), whether or not for its own account, and such securities are to be distributed by or through one or more underwriters, the Company willwill give prompt written notice to all holders of Registrable Securities of its intention to do so and, if requested by any holder of Registrable Securities as provided in Article II of this AgreementSecurities, will arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities those to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such the underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any No such holder of Registrable Securities in order shall be required by the Company to limit make any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those other than as set forth in Sections 2.4(e) and 2.8(b), representations, warranties or agreements regarding such holder, such holder's Registrable Securities holder and such holder's ’s intended method of distribution and any other representation representations required by applicable law; provided, that no holder of Registrable Securities shall have any indemnification obligations inconsistent with Section 2.8 hereof.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.1 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Requesting Holder of Registrable Securities as provided in Article II of this AgreementSecurities, use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.1(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder Requesting Holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderRequesting Holder, such holderRequesting Holder's Registrable Securities and such holderRequesting Holder's intended method of distribution and or any other representation representations required by applicable law.

Incidental Underwritten Offerings. If Subject to the provisions of --------------------------------- the proviso to the first sentence of Section 3.2, if the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Article II of this Agreement (other than pursuant to Section 3.1 or pursuant to a Special Registration), whether or not for its own account, and such securities are to be distributed by or through one or more underwriters, the Company willwill give prompt written notice to all holders of Registrable Securities of its intention to do so and, if requested by any holder of Registrable Securities as provided in Article II of this AgreementSecurities, will arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities those to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such the underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Regis trable Securities. The Company shall cooperate with any No such holder of Registrable Securities in order shall be required by the Company to limit make any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those other than as set forth in Section 3.4(e) and representations, warranties or agreements regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution and any other representation required by lawdistribution.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Requesting Holder of Registrable Securities as provided in Article II of this AgreementSecurities, use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.2(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder Requesting Holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderRequesting Holder, such holderRequesting Holder's Registrable Securities and such holderRequesting Holder's intended method of distribution and or any other representation representations required by applicable law.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II of this Agreement, arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Requesting Holder of Registrable Securities as provided in Article II of this AgreementSecurities, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.2(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such No holder of Registrable Securities in order shall be required to limit make any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding the identity of such holder, such holder's ’s Registrable Securities and such holder's ’s intended method of distribution and or any other representation representations required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Requesting Holder of Registrable Securities as provided in Article II of this AgreementSecurities, use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.2(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.Any such

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 4 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities Common Stock as provided in Article II Section 4 and subject to the provisions of this AgreementSection 4, arrange for such underwriters to include all the Registrable Securities Common Stock to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities Common Stock to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities Common Stock and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable SecuritiesCommon Stock. The Company shall cooperate with any Any such holder of Registrable Securities in order Common Stock shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties warranties, or agreements regarding such holder, such holder's Registrable Securities Common Stock and such holder's holders intended method of distribution distribution, any other information supplied by such holder to the Company for use in the Registration Statement and any other representation required by law.

Incidental Underwritten Offerings. If Subject to the provisions of the proviso to the first sentence of Section 3.2, if the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Article II of this Agreement (other than pursuant to Section 3.1 or pursuant to a Special Registration), whether or not for its own account, and such securities are to be distributed by or through one or more underwriters, the Company willwill give prompt written notice to all holders of Registrable Securities of its intention to do so and will use its best efforts, if requested by any holder of Registrable Securities as provided in Article II of this AgreementSecurities, to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities those to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company (and, if applicable, Remington) and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company (and, if applicable, Remington) to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such the underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder Such holders of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements withwith the Company, the Company Remington or the underwriters to be made by such holder only to those other than (i) representations, warranties or agreements regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution and (ii) any other representation representations required by applicable law; provided, that no holder of Registrable Securities shall have any indemnification obligations inconsistent with Section 3.7 hereof.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II Section 2.2 and subject to the provisions of this AgreementSection 2.2(b), arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder of Registrable Securities in order shall not be required to limit made any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Incidental Underwritten Offerings. If Subject to the provisions of the proviso to the first sentence of Section 3.2, if the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Article II of this Agreement (other than pursuant to Sections 3.1 or 3.3 or pursuant to a Special Registration), whether or not for its own account, and such securities are to be distributed by or through one or more underwriters, the Company willwill give prompt written notice to all Holders of its intention to do so and, if requested by any holder of Registrable Securities as provided in Article II of this AgreementHolder, will use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities those to be distributed by such underwriters. The holders Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities Holders and that any or all of the conditions precedent to the obligations of such the underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable SecuritiesHolders. The Notwithstanding anything in this Agreement to the contrary, no such Holder shall be required by the Company shall cooperate with any such holder of Registrable Securities in order to limit make any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those other than as set forth in Sections 3.5(e) and 3.8(b), representations, warranties or agreements regarding such holder, such holder's Registrable Securities Holder and such holder's Holder’s intended method of distribution and any other representation representations required by applicable law.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II Section 2.3 and subject to the provisions of this AgreementSections 2.3(a), 2.3(b) and 2.4, arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties warranties, or agreements typical in an offering of this type, including those regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution distribution, any other information supplied by such holder to the Company for use in the Registration Statement and any other representation required by law.

Incidental Underwritten Offerings. If Subject to the provisions of the proviso to the first sentence of Section 2.2, if the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Article II of this Agreement (other than pursuant to Section 2.1 or pursuant to a Special Registration), whether or not for its own account, and such securities are to be distributed by or through one or more underwriters, the Company willwill give prompt written notice to all holders of Registrable Securities of its intention to do so and, if requested by any holder of Registrable Securities as provided in Article II of this AgreementSecurities, will arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities those to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such the underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any No such holder of Registrable Securities in order shall be required by the Company to limit make any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those other than as set forth in Sections 2.4(e) and 2.7(b), representations, warranties or agreements regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution and any other representation representations required by applicable law; provided, that no holder of Registrable Securities shall have any indemnification obligations inconsistent with Section 2.7 hereof.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement SECTION 2.2 and such securities are to be distributed by or ----------- through one or more underwriters, the Company will, if requested by any holder Requesting Holder of Registrable Securities as provided in Article II of this AgreementSecurities, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Requesting Holder among the securities of the Company to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder Requesting Holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderRequesting Holder, such holderRequesting Holder's Registrable Securities and such holderRequesting Holder's intended method of distribution and or any other representation representations required by applicable law.

Incidental Underwritten Offerings. If In the case of a registration pursuant to Section 2.2 hereof, if the Company at any time proposes shall have determined to register any enter into an underwriting agreement in connection therewith, all of its securities under the Securities Act as contemplated by Article II of this Agreement and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II of this Agreement, arrange for such underwriters to include all the Registrable Securities to be offered and sold by included in such holder, registration shall be subject to the limitations set forth in Article II hereof, among the securities to be distributed by such underwritersunderwriting agreement. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, and Majority Participating Holders may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities the Participating Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The the Participating Holders; provided, however, that the Company shall cooperate with any such holder of Registrable Securities in order not be required to limit make any representations or warranties to, with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. None of the Participating Holders shall be required to make any representations or warranties to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderParticipating Holder, such holder's its ownership of and title to the Registrable Securities and such holder's Securities, its intended method of distribution and disclosures related to the foregoing; and any liability of any Participating Holder to any underwriter or other representation required by lawPerson under such underwriting agreement shall be limited to liability arising from breach of its representations and warranties and shall be limited to an amount equal to the proceeds (net of underwriting discounts and commissions) that it derives from such registration.

Incidental Underwritten Offerings. If In the case of a registration pursuant to Section 2.3 hereof, if the Company at shall have determined to enter into any time proposes to register any underwriting agreements in connection therewith, all of its securities under the Securities Act as contemplated by Article II of this Agreement and such securities are Requesting Holders' Registrable New Common Stock to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided included in Article II of this Agreement, arrange for such underwriters to include all the Registrable Securities to registration shall be offered and sold by such holder, subject to the limitations set forth in Article II hereof, among the securities to be distributed by such underwritersunderwriting agreements. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, and Requesting Holders may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities the Requesting Holders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securitiesthe Requesting Holders. The Company No Requesting Holder shall cooperate with any such holder of Registrable Securities in order be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderRequesting Holder, such holder's its ownership of and title to the Registrable Securities New Common Stock, and such holder's its intended method of distribution distribution; and any liability of any Requesting Holder to any underwriter or other representation required by lawPerson under such underwriting agreement shall be limited to liability arising from misstatements in or omissions from its representations and warranties and shall be limited to an amount equal to the net proceeds that it derives from such registration.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II Section 2.2 and subject to the provisions of this AgreementSection 2.2(b), arrange for such underwriters to include all the those Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 1.2 and such its securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II Section 1.2 and subject to the provisions of this AgreementSection 1.2(b), arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those other than representations, warranties warranties, or agreements regarding such holder, such holder's ’s Registrable Securities and such holder's ’s intended method of distribution distribution, any other information supplied in writing by such holder to the Company specifically for use in the registration statement and any other representation or information required by law.

Incidental Underwritten Offerings. If In the case of a registration pursuant to Section 2.2 hereof, if the Company at shall have determined to enter into any time proposes to register any underwriting agreements in connection therewith, all of its securities under the Securities Act as contemplated by Article II of this Agreement and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II of this Agreement, arrange for such underwriters to include all the Registrable Securities to be offered and sold by included in such holder, registration shall be subject to the limitations set forth in Article II hereof, among the securities to be distributed by such underwritersunderwriting agreements. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, and participating Employees may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities the participating Employees and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders the participating Employees. None of Registrable Securities. The Company the participating Employees shall cooperate with any such holder of Registrable Securities in order be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderparticipating Employee, such holder's his ownership of and title to the Registrable Securities Securities, and such holder's his intended method of distribution distribution; and any liability of any participating Employee to any underwriter or other representation required by lawPerson under such underwriting agreement shall be limited to liability arising from breach of his representations and warranties and shall be limited to an amount equal to the proceeds (net of expenses and underwriting discounts and commissions) that he derives from such registration.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II III of this Agreement and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II III of this Agreement, arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II III hereof, among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall Registration Rights Agreement be parties to the underwriting agreement between the Company and such underwriters, and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by applicable law.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Article II 2 of this Agreement and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities Hibernia as provided in Article II 2 of this Agreement, arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holderHibernia, subject to the limitations set forth in Article II 2 hereof, among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters Hibernia shall be parties a party to the underwriting agreement between the Company and such underwriters, and may, at their its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities Hibernia and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable SecuritiesHibernia. The Company shall cooperate with any such holder of Registrable Securities Hibernia in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder Hibernia only to those representations, warranties or agreements regarding such holder, such holderHibernia's Registrable Securities and such holderHibernia's intended method of distribution and any other representation required by law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Article II of this Agreement III and such equity securities are to be distributed by or through one or more underwriters, the Company willCompany, if requested by any holder of Registrable Securities Piggyback Holder as provided in Article II of this AgreementIII, shall arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holderPiggyback Holder, subject to the limitations set forth in Article II hereofIII, among the securities to be distributed by such underwriters. The holders of the Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or - 14 - 101 agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and Securities, such holder's intended method of distribution and any other representation required by applicable law.

Incidental Underwritten Offerings. If Subject to the provisions of the proviso to the first sentence of Section 3.2, if the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Article II of this Agreement (other than pursuant to Section 3.1 or pursuant to a Special Registration), whether or not for its own account, and such securities are to be distributed by or through one or more underwriters, the Company willwill give prompt written notice to all holders of Registrable Securities of its intention to do so and, if requested by any holder of Registrable Securities as provided in Article II of this AgreementSecurities, will arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities those to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such the underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any No such holder of Registrable Securities in order shall be required by the Company to limit make any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those other than as set forth in Section 3.4(e) and representations, warranties or agreements regarding such holder, such holder's Registrable Securities holder and such holder's ’s intended method of distribution and any other representation required by lawdistribution.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II section 2.2 and subject to the provisions of this Agreementsection 2.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by lawlaw or to make any agreements with the Company or the underwriters with respect to indemnification of any Person or the contribution obligations of any Person that would impose any obligation beyond or inconsistent with the provisions of section 2.7.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II Section 2.3 and subject to the provisions of this AgreementSections 2.3(a), 2.3(b) and 2.4, arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with use its best efforts to ensure that any such holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties warranties, or agreements typical in an offering of this type, including those regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution distribution, any other information supplied by such holder to the Company for use in the Registration Statement and any other representation required by law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, subject to Section 2.9 hereof, if requested by any holder Requesting Holder of Registrable Securities as provided in Article II of this AgreementSecurities, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Requesting Holder among the securities of the Company to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall shall, at the request of such underwriters, be parties to the underwriting agreement between the Company and such underwriters, underwriters and such holders may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such the underwriters under such underwriting agreement shall be conditions precedent to the obligations of such holders. Such holders of Registrable Securities. The Company Securities shall cooperate with any such holder of Registrable Securities in order not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than reasonable representations, warranties or and agreements regarding such holder, such holder's Registrable Securities and Securities, such holder's intended method of distribution disposition and any other representation representations or warranties required by law. Notwithstanding the foregoing provisions of this Section 2.4(b), the Company need not include any Registrable Securities of any such Requesting Holder in an underwritten offering of the Company's securities under the circumstances contemplated by Section 2.2(b) above.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II III of this Agreement and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II III of this Agreement, arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II III hereof, among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.The

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement SECTION 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Requesting Holder of Registrable Securities as provided in Article II of this AgreementSecurities, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Requesting Holder among the securities of the Company to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder Requesting Holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderRequesting Holder, such holderRequesting Holder's Registrable Securities and such holderRequesting Holder's intended method of distribution and or any other representation representations required by applicable law.

Incidental Underwritten Offerings. If the --------------------------------- Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Requesting Holder of Registrable Securities as provided in Article II of this AgreementSecurities, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.2(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder Requesting Holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderRequesting Holder, such holderRequesting Holder's Registrable Securities and such holderRequesting Holder's intended method of distribution and or any other representation representations required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Holder of Registrable Securities as provided in Article II of this AgreementSection 3, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Holder among the securities to be distributed by such underwriters. The holders Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders Holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders Holders of Registrable Securities. The Company shall cooperate with any Any such holder Holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderHolder, such holderHolder's Registrable Securities and such holderHolder's intended method of distribution and any other representation required by lawlaw or to make any agreements with the Company or the underwriters with respect to indemnification of any Person or the contribution obligations of any Person that would impose any obligation beyond or inconsistent with the terms of this Agreement.

Incidental Underwritten Offerings. If Subject to the provisions of --------------------------------- the proviso to the first sentence of Section 3.2, if the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Article II of this Agreement (other than pursuant to Section 3.1 or pursuant to a Special Registration), whether or not for its own account, and such securities are to be distributed by or through one or more underwriters, the Company willwill give prompt written notice to all holders of Registrable Securities of its intention to do so and, if requested by any holder of Registrable Securities as provided in Article II of this AgreementSecurities, will arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities those to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such the underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any No such holder of Registrable Securities in order shall be required by the Company to limit make any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those other than as set forth in Section 3.4(e) and representations, warranties or agreements regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution and any other representation required by lawdistribution.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Warrants or Registrable Securities as provided in Article II Section 2.2 and subject to the provisions of this AgreementSection 2.2(b), arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law, and other than the indemnity agreement specified in Section 2.6(b) hereof.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.3 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II Section 2.3 and subject to the provisions of this AgreementSection 2.3(a), 2.3(b) and 2.4, arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties warranties, or agreements typical in an offering of this type, including those regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution distribution, any other information supplied by such holder to the Company for use in the Registration Statement and any other representation required by law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Article II of this Agreement and such equity securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities Participating Stockholder as provided in Article II of this AgreementII, arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holderParticipating Stockholder, subject to the limitations set forth in Article II hereofII, among the securities to be distributed by such underwriters. The holders of Participating Stockholders holding Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwritersunderwriters (provided that such underwriting agreement is consistent with the terms hereof), and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities Participating Stockholders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to the obligations of such holders of Registrable SecuritiesParticipating Stockholders. The Company shall cooperate with as reasonably requested by any such holder of Registrable Securities Participating Stockholder in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.limit

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its equity securities under the Securities Act as contemplated by Article II of this Agreement III and such equity securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities Piggyback Holder as provided in Article II of this AgreementIII, arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holderPiggyback Holder, subject to the limitations set forth in Article II hereofIII, among the securities to be distributed by such underwriters. The holders of the Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with REGISTRATION RIGHTS AGREEMENT any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and Securities, such holder's intended method of distribution and any other representation required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities the Stockholders as provided in Article II of this Agreement, arrange for such underwriters to include all of the Registrable Securities to be offered and sold by such holderStockholders, subject to the limitations set forth in Article II hereof, among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters selling Stockholders shall be parties a party to the underwriting agreement between the Company and such underwriters, and may, at their optionthe option of the holders of a majority of the Shares, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities the selling Stockholders and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securitiesthe selling Stockholders. The Company shall cooperate with any such holder of Registrable Securities the selling Stockholders in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder the selling Stockholders only to those representations, warranties or agreements regarding such holderthe selling Stockholders, such holder's the Registrable Securities and such holder's the selling Stockholders' intended method of distribution and any other representation required by law.

Incidental Underwritten Offerings. If the Company at any time proposes --------------------------------- to register any of its securities under the Securities Act as contemplated by Article II of this Agreement and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II of this Agreement, arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such holder of Registrable Securities in order to limit any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Requesting Holder of Registrable Securities as provided in Article II of this AgreementSecurities, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.2(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their optionthe option of the holders of a majority of the Registrable Securities to be distributed by such underwriters, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder Requesting Holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderRequesting Holder, such holderRequesting Holder's Registrable Securities and such holderRequesting Holder's intended method of distribution and or any other representation representations required by applicable law.

Incidental Underwritten Offerings. If Subject to the provisions --------------------------------- of the proviso to the first sentence of Section 3.2, if the Company at any time proposes to register regis- ter any of its equity securities under the Securities Act as contemplated by Article II of this Agreement (other than pursuant to Section 3.1 or pursuant to a Special Registration), whether or not for its own account, and such securities are to be distributed by or through one or more underwriters, the Company willwill give prompt written notice to all holders of Registrable Securities of its intention to do so and, if requested by any holder of Registrable Securities as provided in Article II of this AgreementSecurities, will arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities those to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such the underwriters under such underwriting agreement shall also be conditions precedent to the obligations of such holders of Registrable Regis trable Securities. The Company shall cooperate with any No such holder of Registrable Securities in order shall be required by the Company to limit make any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those other than as set forth in Section 3.4(e) and representations, warranties or agreements regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution and any other representation required by lawdistribution.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 1.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder Requesting Holder of Registrable Securities as provided in Article II of this AgreementSecurities, use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 1.2. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder Requesting Holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderRequesting Holder, such holder's Requesting Holder’s Registrable Securities and such holder's Requesting Holder’s intended method of distribution and or any other representation representations except as expressly set forth herein or required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, subject to Sections 2.2 and 2.9 hereof, if requested by any holder Requesting Holder of Registrable Securities as provided in Article II of this Agreement, use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Requesting Holder among the securities of the Company to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder Requesting Holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holderRequesting Holder, such holderRequesting Holder's Registrable Securities and such holderRequesting Holder's intended method of distribution and any other representation or as otherwise required by law.

Incidental Underwritten Offerings. If the Company at any time --------------------------------- proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement section 13.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder of Registrable Securities as provided in Article II section 13.2 and subject to the provisions of this Agreementsection 13.2(b), use its best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution and any other representation required by law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement section 9.2 and such securities are to be distributed by or through one or more underwriters, the Company will, subject to the provisions of section 9.2(b), use its best efforts, if requested by any holder of Registrable Securities as provided in Article II of this AgreementSecurities, to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such No holder of Registrable Securities in order shall be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution and any other representation required by law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act or the Applicable Canadian Securities Laws as contemplated by Article II of this Agreement Section 1.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any holder and Requesting Holder of Registrable Securities as provided in Article II of this AgreementSecurities, use reasonable efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, Requesting Holder among the securities of the Company to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and an for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any Any such holder Requesting Holder of Registrable Securities in order shall not be required to limit make any representations or warranties to, or agreements with, the Company or the underwriters to be made by such holder only to those representations, warranties or agreements regarding such holderRequesting Holder, such holderRequesting Holder's Registrable Securities and such holderRequesting Holder's intended method of distribution and or any other representation representations required by applicable law.

Incidental Underwritten Offerings. If the Company at any time proposes to register any of its securities under the Securities Act as contemplated by Article II of this Agreement section 9.1 and such securities are to be distributed by or through one or more underwriters, the Company will, subject to the provisions of section 9.1(b), use its reasonable best efforts, if requested by any holder of Registrable Securities as provided in Article II of this AgreementSecurities, to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such holder, subject to the limitations set forth in Article II hereof, holder among the securities to be distributed by such underwriters. The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. The Company shall cooperate with any such No holder of Registrable Securities in order shall be required to limit make any representations or warranties to, to or agreements with, with the Company or the underwriters to be made by such holder only to those other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities holder and such holder's intended method of distribution and any other representation required by law.