Common use of Additional Procedures Clause in Contracts

Additional Procedures. In the case of a registration pursuant to Section 2.1 hereof, whenever the Initiating Investors shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders referred to in Section 2.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors and such Holder). If requested by the Initiating Investors, the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 7.1 hereof, whenever the Initiating Majority Participating Investors shall will request that such registration shall will be effected pursuant to an underwritten offering, the Company shall will include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.27.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 shall 7.1 will be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Majority Participating Investors and such Holderholder). If requested by the Initiating Investorssuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 3.1 hereof, whenever the Initiating Investors Coordination Committee shall request direct that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders referred to in Section 2.23.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 2.1 3.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Coordination Committee and such Holder). If requested directed to do so by the Initiating InvestorsCoordination Committee, the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 hereof, whenever the Initiating Investors Principal Participating Holders shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders referred to in Section 2.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Principal Participating Holders and such Holder). If requested by the Initiating InvestorsPrincipal Participating Holders, the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 6.1 hereof, whenever the Initiating Investors Principal Participating Holders shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders referred to in Section 2.26.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 2.1 6.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Principal Participating Holders and such Holder). If requested by the Initiating InvestorsPrincipal Participating Holders, the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 3.1 hereof, whenever the an IPO Initiating Investors shall Holder or an Initiating Holder is entitled to request and so requests that such registration shall will be effected pursuant to an underwritten offering, the Company shall will include such information in the any written notices notice to Holders referred to in required by Section 2.23.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 2.1 shall will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the IPO Initiating Investors Holder or Initiating Holder and such Holder). If requested by the IPO Initiating InvestorsHolder, Initiating Holder or Shelf Takedown Holder the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 8.2 hereof, whenever the Initiating Other Investors shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.28.3. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 8.2 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Majority Participating Other Investors and such Holder)holder) to the extent provided herein. If requested by the Initiating Investorssuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement)provisions.

Additional Procedures. In the case of a registration pursuant to Section 2.1 3.1 hereof, whenever the an Initiating Investors shall Holder is entitled to request and so requests that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the any written notices notice to Holders referred to in required by Section 2.23.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Holder and such Holder). If requested by the Initiating InvestorsHolder or Shelf Takedown Holder, the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to this Section 2.1 hereof8.1.2, whenever the Initiating Investors Holders shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.28.1.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to this Section 2.1 8.1.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Majority Participating Holders and such Holderholder). If requested by the Initiating Investorsunderwriters of such registration, the Company Company, together with the Holders holders of Registrable Securities proposing to distribute their securities through the underwriting such underwriting, will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 7.1 hereof, whenever the Initiating Majority Participating Investors shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.27.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 7.1 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Majority Participating Investors and such Holderholder). If requested by the Initiating Investorssuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 3.1 hereof, whenever the an IPO Initiating Investors shall Holder or an Initiating Holder is entitled to request and so requests that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the any written notices notice to Holders referred to in required by Section 2.23.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the IPO Initiating Investors Holder or Initiating Holder and such Holder). If requested by the IPO Initiating InvestorsHolder, Initiating Holder or Shelf Takedown Holder the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 hereof8.1.1, whenever the Initiating Investors Principal Participating Holders shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Qualifying Holders referred to in Section 2.28.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 2.1 8.1.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Principal Participating Holders and such Holder). If requested by the Initiating InvestorsPrincipal Participating Holders, the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement)Section 8).

Additional Procedures. In the case of a registration pursuant --------------------- to Section 2.1 hereof6.2, whenever the Initiating Investors Majority Participating Stockholders shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities and Convertible Securities referred to in Section 2.26.3. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 6.2 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Majority Participating Stockholders and such Holderholder). If requested by the Initiating Investorssuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 3.1 hereof, whenever the Initiating Majority Registration Investors shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.23.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 3.1 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Majority Registration Investors and such Holderholder). If requested by the Initiating Investorssuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant --------------------- to Section 2.1 hereof6.1, whenever the Initiating Investors Majority Participating Stockholders shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities and Convertible Securities referred to in Section 2.26.3. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 6.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Majority Participating Stockholders and such Holderholder). If requested by the Initiating Investorssuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 8.1 hereof, whenever the Initiating Majority Participating Investors shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.28.3. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 8.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Majority Participating Investors and such Holder)holder) to the extent provided herein. If requested by the Initiating Investorssuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement)provisions.

Additional Procedures. In the case of a registration pursuant to Section 2.1 3.1 hereof, whenever the Initiating Majority Participating Investors shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.23.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 3.1 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Majority Participating Investors and such Holderholder). If requested by the Initiating Investorssuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 hereof3.1, whenever the holders of at least a majority of the Registrable Securities to be included in the proposed registration statement in question by the Initiating Investors (the "Majority Participating Stockholders") shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities and holders of Warrants referred to in Section 2.23.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 3.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Majority Participating Stockholders and such Holderholder). If requested by the Initiating Investorssuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to this Section 2.1 hereof1.1, whenever the Initiating Investors Holders shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.21.1.2 hereof. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to this Section 2.1 1.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Majority Participating Holders and such Holderholder). If requested by the Initiating Investorsunderwriters of such registration, the Company Company, together with the Holders holders of Registrable Securities proposing to distribute their securities through the underwriting such underwriting, will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 3.1 hereof, whenever the Initiating Investors Required Holders shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.23.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 3.2 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Required Holders and such Holderholder). If requested by the Initiating Investorssuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 3.1 hereof, whenever the an Initiating Investors shall Holder is entitled to request and so requests that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the any written notices notice to Holders referred to in required by Section 2.23.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Holder and such Holder). If requested by the Initiating InvestorsHolder or Shelf Takedown Holder, the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including 30748034_8 customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 hereof, whenever the Initiating Majority Participating Investors shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Majority Participating Investors and such Holderholder). If requested by the Initiating Investorssuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including without limitation customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 6.1 hereof, whenever the Initiating Majority Participating Investors shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.26.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 6.1 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Majority Participating Investors and such Holderholder). If requested by the Initiating Investors, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to this Section 2.1 hereof7.1, whenever the Initiating Investors holders of at least a majority of the Registrable Series A Securities to be included in the proposed registration statement in question (the “Majority Participating Holders”) shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.27.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to this Section 2.1 7.1 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Majority Participating Holders and such Holderholder). If requested by the Initiating Investorssuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant --------------------- to Section 2.1 11.1 hereof, whenever the Initiating Majority Participating Investors shall request that such registration shall be effected pursuant to an underwritten offeringo ffering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.211.3. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 11.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Majority Participating Investors and such Holderholder). If requested by the Initiating Investorssuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including without limitation customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 hereof, whenever the an Initiating Investors shall Holder is entitled to request and so requests that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the any written notices notice to Holders referred to in required by Section 2.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Holder and such Holder). If requested by the Initiating Investors, Holder or Shelf Takedown Holder the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 hereof6.1, whenever the Initiating Investors Majority Participating Stockholders shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities and Convertible Securities referred to in Section 2.26.3. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 6.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Majority Participating Stockholders and such Holderholder). If requested by the Initiating Investorssuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 hereof1.1.2, whenever the Initiating Investors Holders shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.21.1.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to this Section 2.1 1.1.1 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Majority Participating Holders and such Holderholder). If requested by the Initiating Investorsunderwriters of such registration, the Company Company, together with the Holders holders of Registrable Securities proposing to distribute their securities through the underwriting such underwriting, will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case ease of a registration pursuant to Section 2.1 3.1 hereof, whenever the Initiating Investors Coordination Committee shall request direct that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders referred to in Section 2.23.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 2.1 3.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Coordination Committee and such Holder). If requested directed to do so by the Initiating InvestorsCoordination Committee, the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 7.2 hereof, whenever the Initiating Investors holders of at least a majority of the Registrable ▇▇▇▇▇▇▇▇ Securities to be included in the proposed registration statement in question (the "Majority Participating Investors") shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.27.3. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 7.2 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Majority Participating Investors and such Holderholder). If requested by the Initiating Investorssuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 7.1 hereof, whenever the Initiating Investors holders of at least a majority of the Registrable ▇▇▇▇ Securities to be included in the proposed registration statement in question (the "Majority Participating Investors") shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.27.3. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 7.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Majority Participating Investors and such Holderholder). If requested by the Initiating Investorssuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 9.1 hereof, whenever the Initiating Investors Majority Participating Investors, Majority Participating Subscribers or Majority Participating Lenders, respectively shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.29.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 9.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Majority Participating Investors, the Majority Participating Subscribers or Majority Participating Lenders, respectively and such Holder)holder) to the extent provided herein. If requested by the Initiating Investorssuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement)provisions.

Additional Procedures. In the case of a registration pursuant to Section 2.1 hereof5.1, whenever the Initiating Investors Sponsors shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.25.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 5.2 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Sponsors and such Holder)holder) to the extent provided herein. If requested by the Initiating Investorssuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement)provisions.

Additional Procedures. In the case of a registration pursuant to Section 2.1 6.1 hereof, whenever the Initiating Majority Participating Investors shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.26.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 6.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Majority Participating Investors and such Holderholder). If requested by the Initiating Investors, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 6.1 hereof, whenever the Initiating Majority Participating Investors shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.26.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 6.1 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Majority Participating Investors and such Holderholder). If requested by the Initiating Investorssuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 hereof6.2, whenever the Initiating Investors Majority Participating Stockholders shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities and Convertible Securities referred to in Section 2.26.3. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 6.2 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Majority Participating Stockholders and such Holderholder). If requested by the Initiating Investorssuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 3.1 hereof, whenever the Initiating Investors Principal Participating Holders shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders referred to in Section 2.23.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 2.1 3.1 shall be conditioned upon such Holder’s 's participation in such underwriting and the inclusion of such Holder’s 's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Principal Participating Holders and such Holder). If requested by the Initiating InvestorsPrincipal Participating Holders, the Company together with the Holders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 hereof3.1. hereof (including an Underwritten Shelf Takedown under Section 3.1.2), whenever the an Initiating Investors shall Investor is entitled to request and so requests that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the any written notices notice to Holders referred to in required by Section 2.23.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration pursuant to Section 2.1 shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors and such Holder). If requested by the Initiating InvestorsInvestors or Shelf Takedown Investor, the Company together with the Holders proposing to distribute their securities through the whose Registrable Securities are included in such underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to this Section 2.1 hereof8.1, whenever the Initiating Investors Holders shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.28.1.2 hereof. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to this Section 2.1 8.1 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Majority Participating Holders and such Holderholder). If requested by the Initiating Investorsunderwriters of such registration, the Company Company, together with the Holders holders of Registrable Securities proposing to distribute their securities through the underwriting such underwriting, will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 hereof, whenever the or Initiating Investors shall Holders are entitled to request and so requests that such registration shall be effected pursuant to an underwritten offering, the Company shall will include such information in the any written notices notice to Holders referred to in stockholders required by Section 2.22.1(a). In such event, the right of any Holder stockholder to have securities owned by such Holder stockholder included in such registration pursuant to Section 2.1 shall will be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holderstockholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Holders and such Holderstockholder). If requested by the Initiating InvestorsHolders or Shelf Takedown Holders, the Company together with the Holders stockholders proposing to distribute their securities through the underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders stockholders, a customary lock up covenant and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 3.1. hereof, whenever the an Initiating Investors shall Investor is entitled to request and so requests that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the any written notices notice to Holders referred to in required by Section 2.23.2. In such event, the right of any Holder to have securities owned by such Holder included in such registration (other than any shelf registration pursuant to Section 2.1 Rule 415 under the Securities Act) shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors and such Holder); provided, for the avoidance of doubt, that in no event shall any such Holder have a right to participate in an Underwritten Shelf Takedown unless otherwise mutually agreed upon by the Initiating Investors and such Holder. If requested by the Initiating InvestorsInvestors or Shelf Takedown Investor, the Company together with the Holders proposing to distribute their securities through the whose Registrable Securities are included in such underwriting will enter into an underwriting agreement with the underwriters for such offering containing such representations and warranties by the Company and such Holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to Section 2.1 7.1 hereof, whenever the Initiating Majority Participating Investors shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.27.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 7.1 shall be conditioned upon such Holderholder’s participation in such underwriting and the inclusion of such Holderholder’s Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Majority Participating Investors and such Holderholder). If requested by the Initiating Investorssuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant to this Section 2.1 hereof8.1, whenever the Initiating Investors Holders shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.28.1.2 hereof. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to this Section 2.1 8.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Majority Participating Holders and such Holderholder). If requested by the Initiating Investorsunderwriters of such registration, the Company Company, together with the Holders holders of Registrable Securities proposing to distribute their securities through the underwriting such underwriting, will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).

Additional Procedures. In the case of a registration pursuant --------------------- to Section 2.1 8.2 hereof, whenever the Initiating Majority Other Investors shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.28.3. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to Section 2.1 8.2 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Majority Participating Other Investors and such Holder)holder) to the extent provided herein. If requested by the Initiating Investorssuch underwriters, the Company together with the Holders holders of Registrable Securities proposing to distribute their securities through the such underwriting will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement)provisions.

Additional Procedures. In the case of a registration pursuant to Section 2.1 hereof1.1.2, whenever the Initiating Investors Holders shall request that such registration shall be effected pursuant to an underwritten offering, the Company shall include such information in the written notices to Holders holders of Registrable Securities referred to in Section 2.21.1.2. In such event, the right of any Holder holder of Registrable Securities to have securities owned by such Holder holder included in such registration pursuant to this Section 2.1 1.1.1 shall be conditioned upon such Holder’s holder's participation in such underwriting and the inclusion of such Holder’s holder's Registrable Securities in the underwriting (unless otherwise mutually agreed upon by the Initiating Investors Majority Participating Holders and such Holderholder). If requested by the Initiating Investorsunderwriters of such registration, the Company Company, together with the Holders holders of Registrable Securities proposing to distribute their securities through the underwriting such underwriting, will enter into an underwriting agreement with the such underwriters for such offering containing such representations and warranties by the Company and such Holders holders and such other terms and provisions as are customarily contained in underwriting agreements with respect to secondary distributions, including including, without limitation, customary indemnity and contribution provisions (subject, in each case, to the limitations on such liabilities set forth in this Agreement).