Common use of Participation in Underwritten Registrations Clause in Contracts

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person person may participate in any registration hereunder which is underwritten unless such Person person (ai) agrees to sell such Personperson's securities on the basis provided in any underwriting arrangements approved by the Person person or Persons persons entitled hereunder to approve such arrangements and (bii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities securities included in any underwritten registration shall be required to make any representations or warranties to the Company Corporation or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties directly regarding such holder and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's ’s intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements arrangements, and (bii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration the Investor shall not be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distributionthe Investor as are required by the underwriters.

Participation in Underwritten Registrations. No Notwithstanding any other provision of this Section 3 to the contrary, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any the applicable underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that no holder Holder of Registrable Securities included in any underwritten registration Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder Holder and such holderHolder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and arrangements, (b) provides all such information as is reasonably required to effect such registration and completes and executes all customary undertakings, questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; providedarrangements or applicable laws, that no holder and (c) complies with all other reasonable requests of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the managing underwriter and with the Company or the underwriters and complies with all other than representations and warranties regarding reasonable requests related to such holder and such holder's intended method of distributionregistration.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities Shares included in any underwritten registration shall be required to make any representations or warranties to the Company Corporation or the underwriters other than representations and warranties regarding such holder and holder, such holder's intended method of distributiondistribution and such holder's title to the Registrable Shares.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) timely completes and executes all customary questionnaires, customary powers of attorney, customary indemnities, customary underwriting agreements and other customary documents reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities Holder included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder Holder's title to securities included in such registration and its authorization to transfer such holder's intended method of distributionsecurities.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities ’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder Holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder Holder and such holder's Holder’s intended method of distribution).

Participation in Underwritten Registrations. No Person holder of the Registrable Securities may participate in any registration hereunder which that is underwritten unless such Person holder: (a) agrees to sell such Personholder's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements arrangements; and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which that is underwritten unless such the Person (a) agrees to sell such the Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such the holder and such the holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities Shares included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's ’s intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which that is underwritten unless such Person Person: (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements arrangements; and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements agreements, and other documents reasonably required under the terms of such underwriting arrangementsarrangements or reasonably requested by the Company; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's ’s intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder holder, such holder's Registrable Securities and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities Investor included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters (other than representations and warranties regarding such holder holder, such holder’s ownership of its shares of Common Stock to be sold in the offering and such holder's ’s intended method of distribution) or to undertake any indemnification obligations to the Company with respect thereto, except as otherwise provided in Section 8.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities Securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements arrangements, and (bii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distributionas are required by the underwriters.

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities ’s Securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all customary questionnaires, powers of attorney, attorney indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, however that no holder Holder of Registrable Securities included in any underwritten registration Warrant Stock shall be required to make any representations or warranties or to provide information in the Company or the underwriters other than representations Registration Statement relating to such registration except, in either case, with respect to itself and warranties regarding such holder and such holder's its intended method of distributiondisposition of Warrant Stock.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) timely completes and executes all customary questionnaires, customary powers of attorney, customary indemnities, customary underwriting agreements and other customary documents reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities Investor included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties warranties, on a several but not joint basis, regarding such holder Investor and such holderInvestor's intended method of distribution.

Participation in Underwritten Registrations. No Person person may participate in any registration hereunder which that is underwritten unless such Person person (a) agrees to sell such Personperson's securities on the basis provided in any underwriting arrangements approved by the Person person or Persons persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and which are customary in such transactions; provided, however, that no holder of Registrable Securities included in any underwritten registration the Purchaser shall not be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder the Purchaser and such holderthe Purchaser's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; providedPROVIDED, that no holder of Registrable Securities included in any underwritten registration First Union, Newcourt or Lucent, as the case may be, shall not be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder itself and such holder's its intended method of distribution."

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which that is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company Parent or the underwriters other than representations and warranties regarding such holder and such holder's ’s intended method of distribution.

Participation in Underwritten Registrations. No Person Holder may participate in any underwritten registration hereunder which is underwritten unless such Person Holder (a) agrees to sell such Person's its securities on the basis provided in any underwriting arrangements approved by the Person or Persons parties entitled hereunder to approve such arrangements arrangements; and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; providedarrangements and this Registration Rights Provision. Notwithstanding the previous sentence, that no holder of Registrable Securities included in any underwritten registration Holder shall be required to make any representations or warranties to to, or make any agreements with the Company Parent or the underwriters any underwriter other than representations and representations, warranties or agreements regarding such holder and Holder or such holderHolder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Covered Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's ’s intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements arrangements, and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may ------------------------------------------- participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or 60 Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's ’s intended method of distribution.

Participation in Underwritten Registrations. No Person may participate ------------------------------------------- in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any underwritten registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements arrangements, and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and these registration rights; provided, provided that (i) no holder of Registrable Securities included in any underwritten registration Selling Holder shall be required to make any representations or warranties except those which relate solely to the Company or the underwriters other than representations such Holder and warranties regarding such holder and such holder's its intended method of distribution., and (ii) the liability of each such Holder to any Underwriter under such underwriting agreement will be limited to

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements arrangements, and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Preferred Securities or Warrant Shares included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company IGI or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration Piggyback Registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's person’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements Company in connection therewith, and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's ’s intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may ------------------------------------------- participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all customary questionnaires, powers of attorney, indemnities, standstill or holdback agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; , provided, that no holder of Registrable Securities included in any underwritten registration DTMAC shall not be required to make any -------- representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder DTMAC and such holderDTMAC's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company Parent or the underwriters other than representations and warranties regarding such holder and such holder's ’s intended method of distribution.. ARTICLE 13 MISCELLANEOUS 13.1

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties directly regarding such holder and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration offering hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements (as provided in Section 4(f)) and (bii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, PROVIDED that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; providedPROVIDED, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company Holdings or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder holder, such holder’s Registrable Securities and such holder's ’s intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties directly regarding such holder and such holder's ’s intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding which are customarily in such holder and such holder's intended method of distributionunderwriting arrangements.

Participation in Underwritten Registrations. No Person holder of Registrable Securities may participate in any registration hereunder which is underwritten unless such Person person (ai) agrees to sell such Person's securities Registrable Securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve be executed in connection with such arrangements offering and (bii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably document required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution, ownership of securities or other information required under federal or state securities laws.

Participation in Underwritten Registrations. No Person Registered Holders may participate in any registration hereunder which is underwritten unless such Person Registered Holder (a) agrees to sell such PersonRegistered Holder's securities on the basis provided in any the underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements Company and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or and warranties to the Company or the underwriters other than representations and warranties regarding such holder holder, such holder's Registrable Securities and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, PROVIDED that no holder of CSO Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such the Person (a) agrees to sell such the Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements arrangements, and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such the holder and such the holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration underwritten registered offering contemplated hereunder which is underwritten unless such Person (ai) agrees to sell such Person's its securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents (other than powers of attorney) reasonably required under the terms of such underwriting arrangementsarrangements and this Agreement; provided, provided that no holder Holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than the representations and warranties regarding such holder Holder and such holderHolder's intended method of distribution.

Participation in Underwritten Registrations. No Person person may participate in any registration hereunder which is underwritten unless such Person person (a) agrees to sell such Personperson's securities on the basis provided in any underwriting arrangements approved by the Person persons or Persons persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; providedprovided that the Holder, that no holder of Registrable Securities included in any underwritten underwritten, registration shall not be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holderthe Holder, the Holder's intended method of distributiondistribution and the Holder's ownership of the Registrable Securities.

Participation in Underwritten Registrations. No Notwithstanding any other provision of this Section 3 to the contrary, no Person may participate in any registration Underwritten Offering hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any the applicable underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, however, that no holder Holder of Eligible Registrable Securities included in any underwritten registration Underwritten Offering shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder Holder and such holderHolder's intended method of distribution.

Participation in Underwritten Registrations. No Person person may participate in any registration hereunder which that is underwritten unless such Person person (a) agrees to sell such Personperson's securities on the basis provided in any underwriting arrangements approved by the Person person or Persons persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangementsarrangements and which are customary in such transactions; provided, however, that no holder of Registrable Securities included in any underwritten registration the Optionee shall not be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder the Optionee and such holderthe Optionee's intended method of distribution.

Participation in Underwritten Registrations. No Person may ------------------------------------------- participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) timely completes and executes all customary questionnaires, powers of attorney, customary indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities Holder included in any underwritten -------- registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder Holder and such holderHolder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which that is underwritten unless such Person (a) agrees to sell such Person's ’s securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company Topco or the underwriters other than representations and warranties regarding such holder and such holder's ’s intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (bii) timely completes and executes all customary questionnaires, powers of attorney, customary indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities Holder included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder Holder and such holderHolder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements agreements, lock-up agreements, and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.warranties

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (ai) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements arrangements, and (bii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company Registrant or the underwriters other than representations and warranties regarding such holder of Registrable Securities and such holder's holder of Registrable Securities' intended method of distribution.

Participation in Underwritten Registrations. No Person may ------------------------------------------- participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, that no holder of Registrable Securities or Registrable Preferred Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person may participate in any registration hereunder which is underwritten unless such Person (a) agrees to sell such Person's securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve such arrangements and (b) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's intended method of distribution.

Participation in Underwritten Registrations. No Person holder of Registrable Securities may participate in any registration hereunder which is underwritten unless such Person person (ai) agrees to sell such Person's securities Registrable Securities on the basis provided in any underwriting arrangements approved by the Person or Persons entitled hereunder to approve be executed in connection with such arrangements offering and (bii) completes and executes all customary questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably document required under the terms of such underwriting arrangements; provided, provided that no holder of Registrable Securities included in any underwritten registration shall be required to make any representations or warranties to the Company or the underwriters other than representations and warranties regarding such holder and such holder's ’s intended method of distribution, ownership of securities or other information required under federal or state securities laws.