(c) underwriting. if the initiating investor holders or initiating management holders intend to distribute the registrable securities covered by a demand registration by means of an underwriting, they shall so advise the company as a part of their demand made pursuant to section 2.1 (a), and the company shall include such information in its written notice to holders of registrable securities. the company shall have the right to select the managing underwriter(s) for an underwritten demand registration, subject to the approval of the parties initiating the demand registration (which shall not be unreasonably withheld or delayed. the right of any holder of registrable securities to participate in an underwritten demand registration shall be conditioned upon such holder's participation in such underwriting in accordance with the terms and conditions thereof, and the company and such holders will enter into an underwriting agreement in customary form.
(d) priorities. the holders of registrable securities will have priority over any other securities included in their demand registration. if other securities are included in any demand registration initiated by the initiating investor holders or the initiating management holders that is not an underwritten offering, all registrable securities included in such offering shall be sold prior to the sale of any of such other securities. if other securities are included in any demand registration initiated by the initiating investor holders or the initiating management holders that is an underwritten offering, and the managing underwriter for such offering advises the company that in its opinion the amount of securities to be included exceeds the amount of securities which can be sold in such offering without adversely affecting the marketability thereof, the company will include in such registration all registrable securities requested to be included therein prior to the inclusion of any other securities. if the number of registrable securities requested to be included in such registration exceeds the amount of securities which in the opinion of such underwriter can be sold without adversely affecting the marketability of such offering, such registrable securities shall be included pro rata among the holders thereof based on the percentage of the outstanding common stock held by each such stockholder (assuming the conversion of all securities and the exercise of all options, warrants and similar rights held by such stockholder).