Common use of Underwritten Registrations Clause in Contracts

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the Issuers. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by the Company or the underwriter in connection with such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Majority Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable offering, subject to the Issuersconsent of the Company, which consent shall not be unreasonably withheld. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities Notes covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker banking firm or investment bankers firms that will underwrite the offering and the manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities Notes included in such offering and shall be reasonably acceptable to the IssuersCompany and the Guarantors. No Holder of Registrable Securities Notes may participate in any underwritten registration offering hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities Notes on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents reasonably required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offeringUnderwritten Offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and with the consent of the Company, which consent shall not be reasonably acceptable to the Issuersunreasonably withheld or delayed. No Holder of Registrable Securities may participate in any underwritten registration Underwritten Registration hereunder unless such Holder ▇▇▇▇▇▇ (a) agrees to sell such Holder’s ▇▇▇▇▇▇'s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents reasonably required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities Notes covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker banking firm or investment bankers firms that will underwrite the offering and the manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities Notes included in such offering and shall be reasonably acceptable to the Issuers. No Holder of Registrable Securities Notes may participate in any underwritten registration offering hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities Notes on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents reasonably required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities Notes covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities Notes included in such offering and shall be reasonably acceptable to the IssuersIssuer. No Holder of Registrable Securities Notes may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities Notes on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by the Company Issuer or the underwriter in connection with such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the IssuersCompany and the Guarantors. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are are, with the agreement of the Company, to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a the majority in aggregate principal amount Amount of such Registrable Securities to be included in such offering and shall will be reasonably acceptable to the IssuersCompany. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless the Company agrees to such underwriting and such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents reasonably required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering offering; provided that such investment banker or investment bankers and shall be manager or managers is or are reasonably acceptable to the IssuersCompany. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements, custody agreements, lock-up agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities Notes covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker banking firm or investment bankers firms that will underwrite the offering and the manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities Notes included in such offering and shall be reasonably acceptable to the IssuersObligors. No Holder of Registrable Securities Notes may participate in any underwritten registration offering hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities Notes on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents reasonably required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offeringUnderwritten Offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering offering; provided, however, that such investment banker or investment bankers and shall manager or managers must be reasonably acceptable to the IssuersCompany. No Holder of Registrable Securities may participate in any underwritten registration Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities Notes covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities Notes included in such offering and shall be reasonably acceptable consented to by the IssuersNotes Issuer (such consent not to be unreasonably withheld). No Holder of Registrable Securities Notes may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities Notes on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities Transfer Restricted Preferred Stock covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities Transfer Restricted Preferred Stock included in such offering and shall be reasonably acceptable to the IssuersCompany. No Holder of Registrable Securities Transfer Restricted Preferred Stock may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities 's Transfer Restricted Preferred Stock on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities -------------------------- covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Majority Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the IssuersCompany. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, lock-up letters and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage administer the offering ("MANAGING UNDERWRITERS") will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities to be included in such offering and shall offering, provided however, that such Managing Underwriters will be reasonably acceptable to the IssuersCompany. No Holder of Registrable Securities person may participate in any underwritten registration hereunder unless such Holder person (ai) agrees to sell such Holder’s person's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (bii) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents reasonably required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by, and the underwriting arrangements with respect thereto will be approved by the Holders of a majority in aggregate principal amount Amount of such Registrable Securities to be included in such offering and in consultation with the Company; provided, that no managing investment banker or underwriter shall be chosen to which the Company shall reasonably acceptable to the Issuersobject. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents reasonably required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offeringUnderwritten Offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the IssuersCompany and the Guarantors; it being understood that any Underwritten Offering shall include at least $10,000,000 principal amount of the Registrable Securities. No Holder of Registrable Securities may participate in any underwritten registration Underwritten Registration hereunder unless such Holder ▇▇▇▇▇▇ (a) agrees to sell such Holder’s ▇▇▇▇▇▇'s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents reasonably required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offeringUnderwritten Offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall with the consent of the Company, which consent will not be reasonably acceptable to the Issuersunreasonably withheld. No Holder holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder holder (a) agrees to sell such Holder’s holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents reasonably required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities Notes covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities Notes included in such offering and shall be reasonably acceptable consented to by the IssuersIssuers (such consent not to be unreasonably withheld). No Holder of Registrable Securities Notes may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities Notes on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offeringUnderwritten Offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the IssuersCompany. No Holder of Registrable Securities may participate in any underwritten registration Under written Registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, underwriting agreements, powers of attorney, indemnities, underwriting agreements lock-up letters and other customary documents reasonably required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offeringUnderwritten Offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and with the consent of the Company, which consent shall not be reasonably acceptable to the Issuersunreasonably withheld or delayed. No Holder of Registrable Securities may participate in any underwritten registration Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents reasonably required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount at maturity of such Registrable Securities included in such offering and shall be reasonably acceptable to the Issuers. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a the majority in aggregate principal amount Amount of such Registrable Securities to be included in such offering and shall will be reasonably acceptable to the IssuersCompany. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements agreements, and other customary documents reasonably required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by, and the underwriting arrangements with respect thereto will be approved by the Holders of a majority in aggregate principal amount Amount of such Registrable Securities to be included in such offering and in consultation with the Company; provided, that no managing investment banker or underwriter shall be chosen to which the Company shall reasonably acceptable to the Issuersobject. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents reasonably required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities Notes covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities Notes included in such offering subject to the consent of the Company (which will not be unreasonably withheld or delayed) and shall be reasonably acceptable to the IssuersCompany. No Holder of Registrable Securities Notes may participate in any underwritten registration hereunder unless if such Holder does not (a) agrees agree to sell such Holder’s 's Registrable Securities Notes on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes complete and executes in a timely manner execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the Issuers. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements (however the terms applicable to each Holder shall be identical in all respects) and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangementsarrangements applicable to all Holders.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offeringoffering in accordance with Section 3(n), the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Majority Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable offering, subject to the Issuersconsent of the Company, which consent shall not be unreasonably withheld. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers (the "Underwriters") that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of Company; provided that such Registrable Securities included in such offering and shall Underwriters must be reasonably acceptable to the Issuers. No Holder holders of a majority of the principal amount of the Registrable Securities to be included in such underwritten offering. Any registered holder of a Registrable Security may participate in any underwritten registration hereunder unless provided that such Holder holder (a) agrees to sell such Holder’s holder's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable -------------------------- Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Majority Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the IssuersCompany. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities -------------------------- covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Majority Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the IssuersCompany. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the Issuers. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless if such Holder does not (a) agrees agree to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes complete and executes in a timely manner execute all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any the Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Majority Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the IssuersCompany. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (b) completes completes, executes and executes in a timely manner delivers, or causes to be completed, executed and delivered, all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the IssuersCompany and the Subsidiary Guarantors. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offeringUnderwritten Offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to with the consent of the Issuers, which consent shall not be unreasonably withheld or delayed. No Holder of Registrable Securities may participate in any underwritten registration Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis ▇▇▇▇▇ provided in any underwriting arrangements underwrit▇▇▇ ▇▇rangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents reasonably required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker banking firm or investment bankers firms that will underwrite the offering and the manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the IssuersCompany. No Holder of Registrable Securities may participate in any underwritten registration offering hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents reasonably required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offeringoffering in accordance with Section 3(n), the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Majority Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable offering, subject to the Issuersconsent of the Company, which consent shall not be unreasonably withheld. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers man- 30 -29- agers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the IssuersCompany. No Holder of Registrable Securities may participate in any underwritten registration registation hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the IssuersIssuer. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and arrangements, (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangementsarrangements and (c) at least 51% of the principal amount of outstanding Registrable Securities are included in such underwritten offering.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Company and the Guarantors and reasonably acceptable to the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the Issuersoffering. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement pursuant to a Demand Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage administer the offering will be selected by the Holders of a majority in aggregate principal amount number of such Registrable Securities included in such offering and shall be reasonably acceptable offering, subject to the Issuersconsent of the Company (which will not be unreasonably withheld or delayed). No Holder of Registrable Securities person may participate in any underwritten registration hereunder unless such Holder person (ai) agrees to sell such Holder’s person's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (bii) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Registerable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority or a majority in aggregate principal amount amount, as applicable, of such Registrable Registerable Securities included in such offering and shall be reasonably acceptable to the IssuersCompany. No Holder of Registrable Registerable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable 's Registerable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by the Company or the underwriter in connection with such underwriting arrangements.under

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage administer the offering (“Managing Underwriters”) will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities to be included in such offering and shall be reasonably acceptable to the Issuersoffering. No Holder of Registrable Securities person may participate in any underwritten registration hereunder unless such Holder person (ai) agrees to sell such Holderperson’s Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (bii) completes and executes in a timely manner all questionnairesa, powers of attorney, indemnities, underwriting agreements and other customary documents reasonably required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offeringUnderwritten Offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to with the consent of the Issuers, which consent shall not be unreasonably withheld or delayed. No Holder of Registrable Securities may participate in any underwritten registration Underwritten Registration hereunder unless such Holder ▇▇▇▇▇▇ (a) agrees to sell such Holder’s ▇▇▇▇▇▇'s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents reasonably required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Majority Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and offering; such selection must be approved by the Company, which approval shall not be reasonably acceptable to the Issuersunreasonably withheld or delayed. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the IssuersCompany. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements arrangements, and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Majority Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable offering, subject to the Issuersconsent of the Company, which consent shall not be unreasonably withheld. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offeringUnderwritten Offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the IssuersCompany and the Guarantors. No Holder of Registrable Securities may participate in any underwritten registration Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offeringUnderwritten Offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the IssuersCompany. No Holder of Registrable Securities may participate in any underwritten registration Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, underwriting agreements, powers of attorney, indemnities, underwriting agreements lock-up letters and other customary documents reasonably required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offeringUnderwritten Offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to with the consent of the Issuers, which consent shall not be unreasonably withheld or delayed. No Holder of Registrable Securities may participate in any underwritten registration Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis ▇▇▇▇▇ provided in any underwriting arrangements underwri▇▇▇▇ ▇rrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents reasonably required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the IssuersTarga Companies. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder h reunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities Shares covered by any Shelf Registration Statement are the registration pursuant to either Section 2 or 3 hereof is to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Company and reasonably acceptable to the Eligible Holders of a majority in aggregate principal amount number of such Registrable Securities Shares included in such offering and shall be reasonably acceptable to the Issuersoffering. No Eligible Holder of Registrable Securities Shares may participate in any underwritten registration hereunder unless such Eligible Holder (a) agrees to sell such Holder’s Eligible Holders Registrable Securities Shares on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker underwriter or investment bankers underwriters and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be offering; PROVIDED, HOWEVER, that such selection is reasonably acceptable to the Issuers. No Holder of Registrable Securities Notes may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. (a) If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage administer the offering will be selected by the Majority Holders of a majority in aggregate principal amount of such whose Registrable Securities are to be included in such offering and offering, provided, however, that such underwriters shall be reasonably acceptable satisfactory to the Issuers. Company. (b) No Holder of Registrable Securities person may participate in any underwritten registration hereunder unless such Holder person (ai) agrees to sell such Holder’s person's Registrable Securities on the basis reasonably provided in any underwriting arrangements approved by the Persons persons entitled hereunder to approve such arrangements and (bii) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents reasonably required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable to the IssuersCompany. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements arrangements, and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Majority Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall be reasonably acceptable offering, subject to the Issuersconsent of the Company, which consent shall not be unreasonably withheld. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offeringUnderwritten Offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering and shall with the written consent of the Company, which consent will not be reasonably acceptable to the Issuersunreasonably withheld. No Holder holder of Registrable Securities may participate in any underwritten registration Underwritten Registration hereunder unless such Holder holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents reasonably required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offeringUnderwritten Offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount of such Registrable Securities included in such offering offering; provided, however, that such investment banker or investment bankers and shall manager or managers must be reasonably acceptable to the IssuersCompany. No Holder of Registrable Securities may participate in any underwritten registration Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents reasonably required by under the Company or the underwriter in connection with terms of such underwriting arrangements.

Underwritten Registrations. If any of the Registrable Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in aggregate principal amount Majority of such Registrable Securities included in such offering and offering; provided that such investment bankers or managers shall be reasonably acceptable to the IssuersCompany. No Holder of Registrable Securities may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s 's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, underwriting agreements and other customary documents required by under the Company or the underwriter in connection with terms of such underwriting arrangements.