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.
Appears in 1 contract
Allocation of Registration Opportunities. In Except as otherwise provided in this Agreement, 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") Shares requested to be included in a registration on behalf of BP the Holders or other selling shareholders Other Stockholders cannot be so included as a result of limitations of in 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 (if any) shall be allocated as follows:
(a) If the registration was requested excluded, first by BP pursuant to Section 1.2 hereof then all Registerable Securities shall be included in the registration prior to the inclusion of any excluding Other Shares or shares to be sold for the account of AMBI. ThereafterShares, 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 held by such Other Stockholders, 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 liquiditythereafter by excluding Registrable Securities, 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 Registrable Securities held by such Holders, until the aggregate number of Registrable Securities and Other Shares requested to (if any) may be included in such registration.
(c) The . If any Holder or Other Stockholder does not request inclusion of the maximum number of Registrable Securities and Other Shares allocated to such person pursuant to the above described formula, the remaining portion of such person’s allocation shall be reallocated among those requesting Holders and/or Other Stockholders whose allocations did not satisfy their requests, pro rata on the same basis as described above, and this procedure shall be repeated until all of the Registrable Securities and/or Other Shares that may be included in such registration on behalf of the Holders and/or Other Stockholders have been so allocated. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a registration pursuant to this Agreement shall not be limited in order to include shares held by shareholders with no registration rights Holder of Registrable Securities and that is a venture capital fund, private equity fund, other investment fund, partnership or to include founder's stock or any corporation, the affiliated venture capital funds, private equity funds, other shares investment funds, partners, retired partners and stockholders of stock issued to employees, officers, directorssuch Holder, or consultants the estates and Family Members of AMBIany such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.
Appears in 1 contract
Allocation of Registration Opportunities. In Except as otherwise provided in this Agreement, 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") Shares requested to be included in a registration on behalf of BP the Holders or other selling shareholders Other Stockholders cannot be so included as a result of limitations of in 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 (if any) shall be allocated as follows:
(a) If the registration was requested excluded, first by BP pursuant to Section 1.2 hereof then all Registerable Securities shall be included in the registration prior to the inclusion of any excluding Other Shares or shares to be sold for the account of AMBI. ThereafterShares, 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 held by such Other Stockholders, 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 liquiditythereafter by excluding Registrable Securities, 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 Registrable Securities held by such Holders, until the aggregate number of Registrable Securities and Other Shares requested to (if any) may be included in such registration.
(c) The . If any Holder or Other Stockholder does not request inclusion of the maximum number of Registrable Securities and Other Shares allocated to such person pursuant to the above described formula, the remaining portion of such person’s allocation shall be reallocated among those requesting Holders and/or Other Stockholders whose allocations did not satisfy their requests, pro rata on the same basis as described above, and this procedure shall be repeated until all of the Registrable Securities and/or Other Shares that may be included in such registration on behalf of the Holders and/or Other Stockholders have been so allocated. For purposes of the preceding sentence concerning apportionment, for any selling stockholder that is a registration pursuant to this Agreement shall not be limited in order to include shares held by shareholders Holder of Registrable Securities and that is a venture capital fund, partnership or corporation, such Holder together with no registration rights all partners, retired partners, members, retired members and other equity owners or to include founder's stock or any other shares Affiliates of stock issued to employees, officers, directorssuch Holder, or consultants the estates and Family Members of AMBIany such individuals and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single “selling Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the aggregate amount of Registrable Securities owned by all such related entities and individuals.
Appears in 1 contract
Samples: Investors’ Rights Agreement (Tenable Holdings, Inc.)
Allocation of Registration Opportunities. In connection with any circumstance in which all offering involving an underwriting of shares of the Company's capital stock pursuant hereto, the Company shall not be required to include any of the Registrable Securities in such underwriting unless the Holder accepts the terms of the underwriting as agreed upon between the Company and other shares the underwriters selected by it, and then only in such quantity as the underwriters determine in good faith will not jeopardize the success of AMBI Common Stock(including shares the offering. If the total amount 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") securities, including Registrable Securities, requested by stockholders to be included in a registration on behalf such offering exceeds the amount of BP or other selling shareholders cannot be so included as a result of limitations securities that the underwriters determine in good faith is compatible with the success of the aggregate offering, then the Company shall be required to include in the offering only that number of shares such securities, including the Registrable Securities, which the underwriters determine in good faith will not jeopardize the success of Registrable Securities the offering. In such an event and Other Shares that may be so includedto the extent necessary to comply with the foregoing, the number managing underwriter shall limit or exclude up to all of shares the securities of Registrable Securities and Other Shares that may be so included shall be allocated holders of capital stock of the Company as follows:
: (ai) 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. Thereafterfirst, 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 among securities requested to be included in such registration by any stockholder of the Company other than (A) the Holder or (B) any holders of Company securities with a contractual right to affirmatively require the extent that inclusion of Company to file a registration statement relating to such shares will not have holders' securities (each, a material adverse effect on "Demand Right Holder"); (ii) second, among the offering or the liquidity, the trading patterns or the market price of AMBI Common Stock.
(b) If BP Registrable Securities requested to be included in such registration by the registration pursuant to Section 1.3 hereof then, after including Holder but in no event shall the number amount of Registerable such Registrable Securities necessary to reach the be reduced below 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 total amount of additional Registerable Securities and Other Shares requested to be securities included in such registration.
offering (ccalculated, for the purposes hereof, in the aggregate with the securities held by the holder of any other Warrant, or portion thereof, issued pursuant to the Consulting Agreement); (iii) The number third, among the securities of Registrable Securities the Company (i.e., primary shares); and (iv) fourth, among the securities of the Demand Right Holders, if any. For purposes of the preceding provisions concerning apportionment, for any Holder which is a partnership or corporation, the partners, retired partners and stockholders of such Holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single Holder for the purposes hereof, and any pro-rata reduction with respect to such Holder shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals 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 AMBIsuch Holder (as described herein).
Appears in 1 contract
Samples: Consulting Agreement (Seec Inc)
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 the Holders and all of the shares held by any other selling shareholders cannot be so included as a result of limitations of the aggregate number of shares of Registrable Securities and Other Shares other shares that may be so included, the number of shares of Registrable Securities and Other Shares and, other shares that may be so included shall be allocated as follows:
(a) If first, among the registration was requested by BP pursuant to Section 1.2 hereof then all Registerable Securities shall be included in Holders other than the registration prior to Founders (the "Non-founding Holders") requesting 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 of Registrable Securities other than Founder Shares and shares (the "Non-founder Registrable Securities") that would be held by the Non-founding Holders, assuming conversion; provided, however, that, in order that such allocation shall not operate so as to be sold for reduce the account aggregate number of AMBI originally requested Non-founder Registrable Securities to be included in such registration registration, if any Non-founding Holder does not request inclusion of the maximum number of shares of Nonfounder Registrable Securities allocated to such Non-founding Holder pursuant to the extent that inclusion procedure described in this Section 1.13, the remaining portion 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 twentyNon-five percent (25%) minimum BP participation set forth in Section 1.3, all additional Registerable Securities and all Other Shares founding Holder's allocation shall be included in the registration reallocated among those requesting Non-founding Holders whose allocations did not satisfy their requests pro rata on the basis of the number of additional Registerable shares of Non-founder Registrable Securities and Other Shares requested to which would be held by such Non-founding Holders, assuming conversion; and, provided further, that this procedure shall be repeated until all of the shares of the Non-founder Registrable Securities which may be included in the registration on behalf of the Non-founding Holders have been so allocated;
(b) second, among the Founders requesting inclusion of shares pro rata on the basis of the number of Founder Shares' that would be held by such registration.Founders; and
(c) The finally, among any other shareholders requesting inclusion of their shares of the Company's Common Stock pro rata. on the basis of the number of such shares that would be held by such shareholders. In no event shall the Company limit the number of Non-founder Registrable Securities to be included in a registration pursuant to this Agreement shall not be limited in order to include shares held by Founders or shareholders with no registration rights or rights, or, except with respect to include foundera registration pursuant to Sections 1.3 and 1.5 above, shares for the Company's stock or any other shares of stock issued to employees, officers, directors, or consultants of AMBIown account.
Appears in 1 contract
Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities and other shares of AMBI Common Stock(including 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 AMBIthe Company) with registration rights (the "Other Shares") requested to be included in a registration on behalf of BP the Holders or other selling shareholders 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 selling stockholders requesting inclusion of shares as follows:
(ai) If the a requested registration was requested by BP pursuant to Section 1.2 hereof then all Registerable Securities 5.1 involves an underwritten offering, and the managing underwriter shall advise the Company in writing (with a copy to each Holder requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering, then the Registrable Securities requested to be registered pursuant to Section 5.1 shall be reduced to the number of Registrable Securities which the Company is so advised can be sold in (or during the time of) such offering by (i) first decreasing the Other Shares requested to be registered (pro rata among the persons requesting such registration on the basis of the percentage of Other Shares held by such person immediately prior to the inclusion filing of any the registration statement with respect to such registration) and (ii) then, to the extent necessary, by decreasing the Registrable Securities (other than the Other Shares or shares Shares) requested to be sold for the account of AMBI. Thereafter, Other Shares and shares to be sold for the account of AMBI may be included registered (pro rata on the basis of the number percentage of Registrable Securities (other than Other Shares and shares Shares) held by such Holder immediately prior to be sold the filing of the registration statement with respect to such registration).
(ii) If (a) a registration pursuant to Section 5.2 involves an underwritten offering of the securities so being registered, whether or not for sale for the account of AMBI originally the Company, to be distributed (on a firm commitment basis) by or through one or more underwriters of recognized standing, whether or not the Registrable Securities so requested to be registered for sale for the account of Holders of Registrable Securities are also to be included in such underwritten offering, and (b) the managing underwriter of such underwritten offering shall inform the Company and the Holders of the Registrable Securities requesting such registration by letter of its belief that the number of securities requested to be included in such registration exceeds the number which can be sold in (or during the time of) such offering, then the Company may include in such offering all securities proposed by the Company to be sold for its own account and may decrease the extent number of Registrable Securities and Other Shares 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 been requested to be included in such registration by decreasing the registration pursuant securities requested 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 such registration (whether Registrable Securities or Other Shares) pro rata among the Holders and other persons requesting such registration on the basis of the number percentage held by such Holder or other person immediately prior to the filing of additional Registerable Securities and Other Shares the registration statement with respect to such registration of the securities so requested to be included in such registration.
(c) The , or in any other manner determined by the managing underwriter of such registration; provided, however, that if such offering is not an initial public offering and is a registration statement filed on behalf of the Company, no such reduction may reduce the number of Registrable Securities to less than 30% of the shares being sold in the offering. No Registrable Securities shall be included in a such registration pursuant to this Agreement shall if not be limited also included 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 AMBIsuch underwritten offering unless the managing underwriter thereof so determines.
Appears in 1 contract
Allocation of Registration Opportunities. In any circumstance in ---------------------------------------- which all of the Registrable Securities, Prior 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") Securities requested to be included in a registration on behalf of BP or other selling shareholders the Holders, Prior Holders and/or Other Stockholders cannot be so included as a result of limitations of imposed by the underwriters on the aggregate number of shares of Registrable Securities, Prior Registrable Securities and Other Shares that Securities which may be so included, the number of shares of Registrable Securities, Prior Registrable Securities and Other Shares that Securities which may be so included shall be allocated as follows:
among the Holders, the Prior Holders and Other Stockholders requesting inclusion of securities in the following manner and order: (ai) If pro rata among the registration was requested Prior Holders on the basis of the number of Prior Registrable Securities that would be held by BP pursuant such Prior Holders assuming conversion; provided, however, that, so that such allocation shall not operate to Section 1.2 hereof then all Registerable reduce the aggregate number of Registrable Securities, Prior Registrable Securities shall and/or Other Securities to be included in such Registration, if any Prior Holders do not request inclusion of the registration prior maximum number of Prior Registrable Securities allocated to them pursuant to the inclusion above-described procedure, the remaining portion of any Other Shares or shares to their allocation shall be sold for reallocated among the account of AMBI. Thereafter, Other Shares and shares to be sold for the account of AMBI may be included other Prior Holders whose allocations did not satisfy their requests pro rata on the basis of the number of Prior Registrable Securities that would be held by such Prior Holders, assuming conversion, and this procedure shall be repeated until all of the Prior Registrable Securities that may be included in the registration on behalf of the Prior Holders have been so allocated; (ii) pro rata among the Holders and Other Shares Stockholders, assuming conversion; provided, however, that, so that such allocation shall not operate to reduce the aggregate number of Registrable Securities and shares to be sold for the account of AMBI originally requested Other Securities to be included in such registration registration, if any Holder or Other Stockholder does not request inclusion of the maximum number of Registrable Securities and/or Other Securities allocated to them pursuant to the extent that inclusion of such shares will not have a material adverse effect on the offering or the liquidityabove-described procedure, the trading patterns or the market price remaining portion 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 their allocation shall be included in the registration reallocated among those Holders and Other Stockholders whose allocations did not satisfy their requests pro rata on the basis of the number of additional Registerable Registrable Securities or Other Securities that would be held by such Holder or Other Stockholder, assuming conversion, and this procedure shall be repeated until all of the Registrable Securities and Other Shares requested to Securities which may be included in such registration.
(c) the registration on behalf of the Holders and Other Stockholders have been so allocated. The Company shall not limit the number of Registrable Securities or Prior Registrable Securities to be included in a registration pursuant to this Agreement shall not be limited in order to include shares securities held by shareholders securityholders with no registration rights or to include founder's stock or any other shares of stock issued to employees, officers, directors, or consultants of AMBIrights.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Savoir Technology Group Inc/De)
Allocation of Registration Opportunities. In any circumstance in which registration the subject of this Agreement where any Person with registration rights requests inclusion of Registrable Securities therein and not all of the such Registrable Securities and other can be so included as a result of limitations as determined pursuant to this Agreement, the number of shares of AMBI Common Stock(including Registrable Securities to be registered for the account of the Company, and Registrable Securities of other Persons that may be so included, shall be allocated among the Company and Persons requesting inclusion of shares as follows:
(a) In any registration pursuant to Section 2.1 or Section 4.1, (i) first, to the Holders holding shares of Common Stock issued or issuable upon conversion of the Preferred Stock requesting inclusion in such registration on a pro rata basis until such Holders have included all of the Registrable Securities that such Holders requested to include in such registration, (ii) second, to the Holders holding shares of any currently unissued series Common Stock (other than those shares of Preferred Common Stock described in clause (i) above) requesting inclusion in such registration on a pro rata basis until such Holders have included all of AMBI) with registration rights (the "Other Shares") Registrable Securities that such Holders 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 and (iii) to the extent that inclusion of other Persons participating in 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 Registrable Securities and Other Shares that such other Persons requested to be included include in such registration.
(b) In any registration other than pursuant to Section 2.1 and Section 4.1, (i) first, to the Company until the Company has included all of the Registrable Securities that the Company desires to include in such registration, (ii) second, to the Holders holding shares of Common Stock issued or issuable upon conversion of the Preferred Stock requesting inclusion in such registration on a pro rata basis until such Holders have included all of the Registrable Securities that such Holders requested to include in such registration, (iii) third, to the Holders holding shares of Common Stock (other than those shares of Common Stock described in clause (ii) above) requesting inclusion in such registration on a pro rata basis until such Holders have included all of the Registrable Securities that such Holders requested to included in such registration and (iv) to other Persons participating in such registration pro rata on the basis of the number of Registrable Securities that such other Persons requested to include in such registration; provided that, in no event shall the amount of securities of the selling Holders included in an offering be reduced unless securities of all other selling stockholders are excluded entirely and then such amount shall not be reduced below 25% of the total amount of Securities included in the offering.
(c) If any Holder does not request inclusion of the maximum number of shares of Registrable Securities allocated to such Holder pursuant to the above described procedure, such allocation shall not operate to reduce the aggregate number of Registrable Securities to be included in such registration and the remaining portion of such Holder’s allocation shall be reallocated among those requesting Holders whose allocations did not satisfy their requests in accordance with the priorities set forth in Sections 5.8(a) and (b) pro rata on the basis of the number of shares of Registrable Securities which would be held by such Holders, and this procedure shall be repeated until all of the shares of Registrable Securities which may be included in the registration on behalf of the Holders have been so allocated.
(d) The Company shall not limit the number of Registrable Securities to be included in a registration pursuant to this Agreement shall not be limited in order to include shares Registrable Securities held by shareholders with no registration rights Persons other than the Holders or the Company.
(e) Each of the provisions of this Section 5.8 which refers to include founder's stock or any other shares Registrable Securities assumes full conversion of stock issued to employees, officers, directors, or consultants of AMBIPreferred Stock.
Appears in 1 contract
Samples: Registration Rights Agreement (Reata Pharmaceuticals Inc)
Allocation of Registration Opportunities. In any circumstance in which all of the Registrable Securities shares of Warrant Stock 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) Company securities with registration rights (such other Company securities being referred to as the "Other Shares") requested to be included in a registration on behalf of BP or other selling shareholders persons cannot be so included due to marketing factors or other reasons, the Company may limit, to the extent so advised by the managing underwriter(s), the amount of Company securities to be included in the registration by the holders of Company securities (including the Holder) as a result discussed in the following sentence. The Company shall so advise all holders of limitations of Company securities requesting registration, and, subject to the aggregate number of shares of Registrable Securities and Other Shares that may be so includedpreceding sentence, the number of shares of Registrable Securities and Other Shares Company securities that may be so included shall be allocated as follows:
(a) If the registration was requested by BP pursuant are entitled to Section 1.2 hereof then all Registerable Securities shall be included in the registration prior and underwriting shall be allocated (A) first to the Company for Company securities being sold for its own account; (B) thereafter to the Other Shares of any persons holding demand registration rights electing to include such securities in the registration (unless the terms of such person's demand rights permit such person to be included before the Company, in which case the terms of such demand rights shall control with respect to the priority between such holder and the Company), (C) thereafter to the Other Shares held by persons holding piggyback registration rights electing to include such securities in the registration, on a pro rata fully diluted basis; and (D) thereafter to the Warrant Stock held by persons holding piggyback registration rights electing to include such securities in the registration, on a pro rata fully diluted basis. If other selling persons do not request inclusion of any the maximum number of Other Shares or shares allocated to them pursuant to the above-described procedure, the remaining portion of such person's allocation shall be sold for reallocated among the account of AMBI. Thereafterother selling persons whose allocations did not satisfy their requests in the order described in subsections (A), Other Shares (B), (C) and shares to be sold for the account of AMBI may be included (D) above, pro rata under each such subsection on the basis of the number of shares of Warrant Stock and Other Shares Shares, as applicable, held by such persons, and this procedure shall be repeated until all of the shares to be sold for the account of AMBI originally requested to be included in such registration to the extent Warrant Stock and Other Shares, as applicable, 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 may 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 behalf of the number of additional Registerable Securities and Other Shares requested to be included in such registrationother selling persons have been so allocated.
(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.
Appears in 1 contract
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 If a registration rights (the "Other Shares") requested is to be included ---------------------------------------- an underwritten registration and the managing underwriters thereof advise the Company 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 writing that may be so included, in their opinion 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 securities requested to be included in the registration pursuant (including all shares desired to Section 1.3 hereof then, after including be included by the Company or by any other party holding demand or piggyback registration rights) exceeds the number of Registerable Securities necessary to reach which can be sold in the twenty-five percent offering, then: (25%A) minimum BP participation set forth in if the registration is initiated by the Holder under Section 1.34.1(a) hereof, all additional Registerable Securities and all Other Shares then the Company shall be included include in the registration (x) first, any securities the Company proposes to sell; and (y) second, the Registrable Securities the Holder proposes to sell, together as one group with any securities proposed to be sold by any other party then having piggyback registration rights but not any demand registration rights, pro rata on according to the basis total number of Voting Securities owned by each such party (provided, however, that if as a result of the Company's registration of any securities the Company proposes to sell, the Holder is unable to register all of the Registrable Securities the Holder proposes to sell pursuant to the notice by which such registration was initiated, then the Holder shall have the right to initiate an additional registration under Section 4.1(a) hereof); and (z) third, the shares proposed to be sold by any other party having piggyback registration rights, together as one group pro rata according to the total Voting Securities owned by each; or (B) if the registration is initiated by the Company, then the Company shall include in the registration (y) first, the securities the Company proposes to sell and (z) second, the shares proposed to be sold by the Holder and any other party having piggyback registration rights, together as one group pro rata according to the total Voting Securities owned by each; or (C) if the registration is initiated by a party other than the Holder or the Company, then the Company shall include in the registration (x) first, any securities the Company proposes to sell, and (y) second, the shares proposed to be sold by the party exercising its demand registration right, together as one group with any shares proposed to be sold by any party then having piggyback registration rights but not any demand registration rights, pro rata according to the total number of additional Registerable Voting Securities owned by each such party, and Other Shares requested (z) third, any shares proposed to be included in such registration.
(c) The sold by the Holder and any other party having registration rights, pro rata according to the total number of Voting Securities owned by each such party. Registrable Securities to be not included in a registration pursuant to this Agreement the foregoing shall not be limited in order withdrawn therefrom, and the Company shall have no obligation 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 AMBIregister such Registrable Securities.
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Allocation of Registration Opportunities. (a) In connection with 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 offering pursuant to Section 1.3 hereof involving an underwriting of shares of the Company's capital stock, the Company shall not be required to include any currently unissued series of Preferred Stock the Holders' securities in such underwriting unless they accept the terms of AMBI) with registration rights (the "Other Shares") underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If the total amount of securities, including Registrable Securities, requested by shareholders to be included in a registration on behalf such offering exceeds the amount 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 securities to be sold for other than by the account Company that the underwriters determine in their sole discretion is compatible with the success of AMBI. Thereafterthe offering, Other Shares and shares then the Company shall be required to include in the offering only that number of such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to be sold for apportioned pro rata among the account selling shareholders according to the total amount of AMBI may securities entitled to be included pro rata on therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders); provided, however, that the basis managing underwriter shall limit or exclude up to all of the number securities of Other Shares and shares to be sold for holders of capital stock of the account of AMBI originally Company as follows: (i) first, among securities requested to be included in such registration by any shareholder of the Company other than a Holder and otherwise eligible to be included in such registration, (ii) second, ratably among the extent Series B/C Registrable Securities requested by the Holders to be included in such registration and otherwise eligible to be included in such registration, (iii) third, ratably among the Series E Registrable Securities requested by the Holders to be included in such registration and otherwise eligible to be included in such registration, and (iv) fourth, among the securities which the Company proposes to sell; but in no event shall the amount of securities of the selling Holders included in the offering be reduced below twenty percent (20%) of the total amount of securities included in such offering; provided, further, that inclusion in the event of the IPO, the number of shares held by the Holders and any other shareholder proposed to be included in the offering may be reduced to zero. For purposes of the preceding provisions concerning apportionment, for any selling shareholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders of such shares will not have a material adverse effect on the offering holder, or the liquidity, estates and family members of any such partners and retired partners and any trusts for the trading patterns or benefit of any of the market price foregoing persons shall be deemed to be a single "selling shareholder," and any pro-rata reduction with respect to such "selling shareholder" shall be based upon the aggregate amount of AMBI Common Stockshares carrying registration rights owned by all entities and individuals included in such "selling shareholder," as defined in this sentence.
(b) In connection with any offering pursuant to Section 1.4 hereof involving an underwriting of shares of the Company's capital stock, the Company shall not be required to include any of the Holders' securities in such underwriting unless they accept the terms of the underwriting as agreed upon between the Company and the underwriters selected by it, and then only in such quantity as the underwriters determine in their sole discretion will not jeopardize the success of the offering by the Company. If BP the total amount of securities, including Registrable Securities, requested by shareholders to be included in such offering exceeds the registration pursuant amount of securities to Section 1.3 hereof thenbe sold other than by the Company that the underwriters determine in their sole discretion is compatible with the success of the offering, after including then the Company shall be required to include in the offering only that number of Registerable Securities necessary such securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the offering (the securities so included to reach be apportioned pro rata among the twenty-five percent (25%) minimum BP participation set forth in Section 1.3, all additional Registerable Securities and all Other Shares shall selling shareholders according to the total amount of securities entitled to be included therein owned by each selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders); provided, however, that the registration pro rata on the basis managing underwriter shall limit or exclude up to all of the number securities of additional Registerable Securities and Other Shares holders of capital stock of the Company as follows: (i) first, among securities requested to be included in such registration.
(c) The number registration by any shareholder of Registrable Securities the Company other than a Holder and otherwise eligible to be included in such registration, (ii) second, ratably among the Series B/C Registrable Securities requested by the Holders to be included in such registration and otherwise eligible to be included in such registration, and (iii) third, ratably among the Series E Registrable Securities requested by the Holders to be included in such registration and otherwise eligible to be included in such registration. For purposes of the preceding provisions concerning apportionment, for any selling shareholder which is a registration pursuant holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to this Agreement be a single "selling shareholder," and any pro-rata reduction with respect to such "selling shareholder" shall not be limited in order to include based upon the aggregate amount of shares held by shareholders with no carrying registration rights or to include founder's stock or any other shares of stock issued to employees, officers, directors, or consultants of AMBIowned by all entities and individuals included in such "selling shareholder," as defined in this sentence.
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