Common use of Shelf Registrations Clause in Contracts

Shelf Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Investor pursuant to a Registration under Section 2.01, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Investor and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.08. Each Participating Investor shall cooperate with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder's title to the Registrable Securities, such Participating Holder's authority to sell the Registrable Securities, such Participating Holder's intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder's net proceeds from such Underwritten Offering.

Shelf Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Investor pursuant to a Registration under Section 2.01, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Investor and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.08. Each Participating Investor shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder's ’s title to the Registrable Securities, such Participating Holder's ’s authority to sell the Registrable Securities, such Participating Holder's ’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder's ’s net proceeds from such Underwritten Offering.

Shelf Registrations. If requested by the underwriters for any Underwritten Offering Shelf Take-Down requested by any Participating Investor Holder pursuant to a Registration under Section 2.012.02(f)(iii), the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Investor Holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.082.09. Each Participating Investor Holder shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to or to, and other agreements with with, the Company or and the underwriters in connection with such underwriting agreement other than as are customarily made by selling stockholders in secondary underwritten public offerings, including representations, warranties or and agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder's ’s title to the Registrable Securities, such Participating Holder's ’s authority to sell the Registrable Securities, such Participating Holder's ’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder's ’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Shelf Registrations. If requested by the underwriters for any Underwritten Offering Shelf Take-Down requested by any Participating Investor Holder pursuant to a Registration under Section 2.012.02(f), the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Investor Holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.08customary indemnities. Each Participating Investor Holder shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to or to, and other agreements with with, the Company or and the underwriters in connection with such underwriting agreement other than as are customarily made by selling stockholders in secondary underwritten public offerings, including representations, warranties or and agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Company), such Participating Holder's ’s title to the Registrable Securities, such Participating Holder's ’s authority to sell the Registrable Securities, such Participating Holder's ’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder's ’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Shelf Registrations. If requested by the underwriters for any Underwritten Offering Shelf Take-Down requested by any Participating Investor Holder pursuant to a Registration under Section 2.012.01(f)(ii) or (iii), the Company Parent shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the CompanyParent, each Participating Investor Holder and the underwriters, and to contain such representations and warranties by the Company Parent and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.08. Each Participating Investor Holder shall cooperate reasonably with the Company Parent in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company Parent regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to or to, and other agreements with with, the Company or Parent and the underwriters in connection with such underwriting agreement other than as are customarily made by selling stockholders in secondary underwritten public offerings, including representations, warranties or and agreements regarding such Participating Holder (but not such Participating Holder’s knowledge about the Parent), such Participating Holder's ’s title to the Registrable Securities, such Participating Holder's ’s authority to sell the Registrable Securities, such Participating Holder's ’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder's ’s net proceeds after underwriting commissions and discounts (but before any taxes and expenses which may be payable by such Participating Holder) from such Underwritten Offering.

Shelf Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Investor pursuant to a Registration under Section 2.01Offering, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Investor Holder and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those customarily provided in Section 2.08by the Company as part of its public offerings. Each Participating Investor Holder shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders shareholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holdersofferings. Any such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder's ’s title to the Registrable Securities, such Participating Holder's ’s authority to sell the Registrable Securities, such Participating Holder's ’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder's ’s net proceeds from such Underwritten Offering.

Shelf Registrations. (a) If requested the Initiating Holders request that the Company file a Shelf Registration Statement for a public offering of all or any portion of the Registrable Common Stock held by such Holders at any time that the Company is eligible to use Form S-11, Form S-3 or any successor thereto then available to the Company providing for the resale pursuant to Rule 415 from time to time by the underwriters for Holders of any Underwritten Offering requested and all Registrable Common Stock (a “Shelf Registration Statement”), then the Company shall use its best efforts to register and maintain the effectiveness of such Shelf Registration Statement until the earliest to occur of the date on which all of the Registrable Common Stock either (i) has been registered effectively pursuant to the Securities Act and disposed of in accordance with the Registration Statement relating to it or (ii) distributed to the public pursuant to Rule 144 or is saleable pursuant to Rule 144(k) promulgated by any Participating Investor the SEC pursuant to the Securities Act pursuant to a Shelf Registration under Section 2.01Statement, for public sale in accordance with the method of disposition specified in such notice (including, without limitation, one or more underwritten offerings), the number of shares of Registrable Common Stock specified in such notice. Whenever the Company shall enter into an underwriting agreement with such underwriters for such offeringis required by this Section 4 to use its best efforts to effect the registration of Registrable Common Stock, such agreement to be reasonably satisfactory in substance each of the procedures and form requirements of Section 2 (including but not limited to the Company, each Participating Investor and the underwriters, and to contain such representations and warranties by requirement that the Company notify all Holders from whom notice has not been received and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.08. Each Participating Investor shall cooperate provide them with the Company opportunity to participate in the negotiation offering) shall apply to such registration. There is no limitation on the number of such underwriting agreement and shall give consideration registrations pursuant to this Section 4 that the reasonable suggestions Company is obligated to effect until the earliest to occur of the Company regarding date on which all of the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall Registrable Common Stock either (i) contain such representations has been registered effectively pursuant to the Securities Act and warranties by, and disposed of in accordance with the other agreements on the part of, the Company Registration Statement relating to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and it or (ii) provide that any or all of the conditions precedent distributed to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent public pursuant to Rule 144 or is saleable pursuant to Rule 144(k) promulgated by the SEC pursuant to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make Securities Act. (b) If at any representations or warranties to or agreements with time the Company is not eligible to use a Shelf Registration Statement or a Shelf Registration Statement ceases to be effective, the underwriters in connection with such underwriting agreement other than representationsHolders may, warranties or agreements regarding such Participating Holder, such Participating Holder's title subject to the Registrable Securitiesprovisions of Section 2 of this Agreement, during such Participating Holder's authority to sell the Registrable Securitiestime exercise Demand Registration Rights, such Participating Holder's intended method regardless of distribution, absence any previous exercise of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder their rights under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder's net proceeds from such Underwritten OfferingSection 4(a).

Shelf Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Investor pursuant to a Registration under Section 2.01, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Investor and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 2.08. Each Participating Investor shall cooperate with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder's ’s title to the Registrable Securities, such Participating Holder's ’s authority to sell the Registrable Securities, such Participating Holder's ’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder's ’s net proceeds from such Underwritten Offering.

Shelf Registrations. If requested (a) At any time on or after November 5, 2000, and before the fifth anniversary of the Closing Date, the Holders' Agent may (by written notice to the underwriters Company) require registration of all or any portion of the Registrable Securities for any Underwritten Offering requested by any Participating Investor sale through broker-dealers, through agents or directly to one or more purchasers in one or more transactions in the over-the-counter market, through writing of options or otherwise effected at market prices prevailing at the time of sale, at prices related to such prevailing prices, at negotiated prices or at fixed prices. Within three Business Days after the time when other Persons having rights to include securities in such registration pursuant to a Registration under Section 2.01agreements with the Company are required to notify the Company of their intention to do so, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement notify the Holders' Agent of the aggregate number of securities proposed to be reasonably satisfactory included in substance and form to the Company, each Participating Investor and the underwriters, and to contain such representations and warranties registration by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable Persons. (b) If any request for registration shall have been made pursuant to the recipient thereof than those provided in Section 2.08. Each Participating Investor shall cooperate with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall subsection (i) contain such representations and warranties by, and the other agreements on the part ofa), the Company to shall prepare and for file a Registration Statement with the benefit of such Participating Holders SEC as are customarily made by issuers to selling stockholders promptly as reasonably practicable, but in secondary underwritten public offerings and (ii) provide that any or all event within thirty days after the expiration of the conditions precedent time within which other Persons having rights to the obligations of include securities in such underwriters under such underwriting agreement also shall be conditions precedent registration pursuant to the obligations of such Participating Holders. Any such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or were required to request inclusion in the underwriters registration. (c) The Company shall not have any obligation under this Section to file a Registration Statement with respect to fewer than 100,000 shares of Registrable Securities. (d) The Company shall have no obligation to file a Registration Statement pursuant to this Section earlier than 180 days after the effective date of any earlier Registration Statement filed pursuant to this Section. (e) The Holders of any of Registrable Securities requested to be included in any registration pursuant to this Section may elect by written notice to the Company (given through the Holders' Agent) not to include their Registrable Securities in such registration. If they do so, the Company shall be obligated to proceed with the registration only if it continues to include at least the number of shares of Registrable Securities specified in Section 3(c). In any such case in which the Company is not obligated to and does not proceed with the registration, the Holders on whose behalf the Holders' Agent shall have requested Registrable Securities to be included in the registration but shall have elected not to include their shares shall pay all Registration Expenses incurred by the Company in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder's title to the Registrable Securities, such Participating Holder's authority to sell the Registrable Securities, such Participating Holder's intended method registration. (f) No registration of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities under this Section shall relieve the Company of its obligation to effect registrations of Registrable Securities under Sections 2 and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder's net proceeds from such Underwritten Offering4.

Shelf Registrations. If requested by the underwriters for any Underwritten Offering requested by any Participating Investor pursuant to a Registration under Section 2.01, the Company shall enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to the Company, each Participating Investor and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those customarily provided in Section 2.08by the Company as part of its public offerings. Each Participating Investor shall cooperate reasonably with the Company in the negotiation of such underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof. The Participating Holders shall be parties to such underwriting agreement, which underwriting agreement shall (i) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Participating Holders as are customarily made by issuers to selling stockholders shareholders in secondary underwritten public offerings and (ii) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Participating Holdersofferings. Any such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters in connection with such underwriting agreement other than representations, warranties or agreements regarding such Participating Holder, such Participating Holder's ’s title to the Registrable Securities, such Participating Holder's ’s authority to sell the Registrable Securities, such Participating Holder's ’s intended method of distribution, absence of liens with respect to the Registrable Securities, enforceability of the applicable underwriting agreement as against such Participating Holder, receipt of all required consents and approvals with respect to the entry into such underwriting agreement and the sale of such Registrable Securities and any other representations required to be made by such Participating Holder under applicable law, rule or regulation, and the aggregate amount of the liability of such Participating Holder in connection with such underwriting agreement shall not exceed such Participating Holder's ’s net proceeds from such Underwritten Offering.