Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the “Other Shares”) requested to be included in a registration contemplated by Section 2(a) cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Shareholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Shareholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Shareholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to such Holder or Other Shareholder pursuant to the above-described procedure, then the remaining portion of such allocation shall be reallocated among those requesting Holders and Other Shareholders whose allocations did not satisfy their requests pro rata on the basis of the number of shares of Registrable Securities and Other Shares which would be held by such Holders and Other Shareholders, assuming conversion, and this procedure shall be repeated until all of the shares of Registrable Securities and Other Shares which may be included in the registration on behalf of the Holders and Other Shareholders have been so allocated.
Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of AMBI Common Stock(including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of AMBI) with registration rights (the "Other Shares") requested to be included in a registration on behalf of BP or other selling shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated as follows:
(a) If the registration was requested by BP pursuant to Section 1.2 hereof then all Registerable Securities shall be included in the registration prior to the inclusion of any Other Shares or shares to be sold for the account of AMBI. Thereafter, Other Shares and shares to be sold for the account of AMBI may be included pro rata on the basis of the number of Other Shares and shares to be sold for the account of AMBI originally requested to be included in such registration to the extent that inclusion of such shares will not have a material adverse effect on the offering or the liquidity, the trading patterns or the market price of AMBI Common Stock.
(b) If BP requested to be included in the registration pursuant to Section 1.3 hereof then, after including the number of Registerable Securities necessary to reach the twenty-five percent (25%) minimum BP participation set forth in Section 1.3, all additional Registerable Securities and all Other Shares shall be included in the registration pro rata on the basis of the number of additional Registerable Securities and Other Shares requested to be included in such registration.
(c) The number of Registrable Securities to be included in a registration pursuant to this Agreement shall not be limited in order to include shares held by shareholders with no registration rights or to include founder's stock or any other shares of stock issued to employees, officers, directors, or consultants of AMBI.
Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of the Company with registration rights (the "Other Shares") requested to be included in a registration on behalf of the Holders or Other Stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and Other Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and Other Stockholders; provided, however, that such allocation shall not operate to reduce the aggregate number of Registrable Securities and Other Shares to be included in such registration, if any Holder or Other Stockholder does not request inclusion of the maximum number of shares of Registrable Securities and Other Shares allocated to him
Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities requested to be included in a registration on behalf of the Investors cannot be so included as a result of limitations imposed by any underwriter or underwriters of the aggregate number of Registrable Securities that may be so included, the number of Registrable Securities that may be so included shall be allocated among the Investors requesting inclusion pro rata on the basis of the number of Registrable Securities that would be held by such Investors; provided, however, that if any Investor does not request inclusion of the minimum number of shares of Registrable Securities allocated to such Investor pursuant to the above-described procedure, the remaining portion of such Investor's allocation shall be reallocated among those requesting Investors whose allocations did not satisfy their requests, pro rata on the basis of the number of Registrable Securities that would be held by such Investors, and this procedure shall be repeated until all of the Registrable Securities which may be included in the registration on behalf of the requesting Investors have been so allocated.
Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with registration rights (the "Other Shares") requested to be included in a registration on behalf of the Holder or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and that would be held by such Holders, assuming conversion, that such Holders had requested to be included in the registration. No Holder shall have any right to take any action to restrain, enjoin, or otherwise delay any registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Section 1.
Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities requested to be included in a registration on behalf of the Holders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities that may be so included, the number of shares of Registrable Securities that may be so included shall be allocated among the Holders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities held by such Holders. The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement in order to include shares held by stockholders with no registration rights or, with respect to registrations under Section 2 hereof, in order to include in such registration securities registered for the Company's own account or securities other than Registrable Securities.
Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities or Piggyback Registrable Securities, as the case may be, and other shares of the Company’s Common Stock (including shares of Common Stock issued or issuable upon conversion of shares of issued or currently unissued series of preferred stock of the Company) with registration rights (the “Other Shares”) requested to be included in a registration on behalf of the Holders or Other Shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities or Piggyback Registrable Securities, as the case may be, and Other Shares that may be so included, the number of shares of Other Shares shall be excluded, pro rata, until the aggregate number of shares of Registrable Securities or Piggyback Registrable Securities, as the case may be, and Other Shares may be included in such registration. If, after the complete exclusion of Other Shares from such registration, the aggregate number of shares of Registrable Securities or Piggyback Registrable Securities, as the case may be, cannot be so included as a result of such limitations, the remaining shares of Registrable Securities or Piggyback Registrable Securities, as the case may be, shall be excluded, pro rata, until the aggregate number of shares of Registrable Securities or Piggyback Registrable Securities, as the case may be, may be included in such registration. The Company shall not limit the number of Registrable Securities or Piggyback Registrable Securities, as the case may be, to be included in a registration pursuant to this Agreement in order to include shares held by shareholders with no registration rights or to include shares of stock issued to officers or directors of the Company (other than such shares that are also Registrable Securities or Piggyback Registrable Securities), or in the case of registrations under Section 1.2 hereof, in order to include in such registration securities registered for the Company’s own account.
Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently unissued series of Preferred Stock of the Company) with Registration rights (the "Other Shares") requested to be included in a Registration on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations on the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and other selling stockholders requesting inclusion of shares pro rata based upon total number of shares requested to be so included. In the event a Holder or other selling stockholder subsequently withdraws or reduces a request for inclusion in such Registration, the number of shares which may be so included shall be re-allocated in the same manner. The Company may not limit the number of Registrable Securities to be included in a Registration pursuant to this Agreement in order to accommodate the request of any Significant Stockholder to include more than 25% (prior to the application of the pro rata allocations provided for above) of the shares of Common Stock held by such Significant Stockholder, or with respect to Registrations under Section 8.03 or 8.06 hereof, in order to include in such Registration securities registered for the Company's own account.
Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of share of any currently unissued series of Preferred Stock of the Company) with registration rights (the "Other Shares") requested to be included in a registration on behalf of the Holder or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares that may be so included, the number of shares of Registrable Securities and Other Shares that may be so included shall be allocated among the Holders and the other selling stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Registrable Securities and Other Shares held by such Holders and other selling stockholders, assuming conversion, that such Holders and selling stockholders had requested to be included in the registration.
Allocation of Registration Opportunities. In any circumstance in which all of the Exercise Shares, and other shares of Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of any currently issued or unissued series of Preferred Stock of the Company or upon exercise or conversion of any rights to purchase the Common Stock of the Company) with registration rights pursuant to a written agreement with the Company (the "OTHER SHARES"), requested to be included in a registration on behalf of the Holder or other selling stockholders cannot be so included as a result of limitations of the aggregate number of shares of Exercise Shares and Other Shares that may be so included, the number of shares of Exercise Shares and Other Shares that may be so included shall be allocated among the Holder and other selling stockholders requesting inclusion of shares first to such other stockholders and then to the Holder, as further described in Section 13.2(b).
