Common use of Allocation of Registration Opportunities Clause in Contracts

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 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 reallocated 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 10.05 hereof, in order to include in such Registration securities registered for the Company's own account; provided, however, that the provisions of this sentence shall not apply to any circumstance which would render the Company in default of its registration obligations which are in existence as of the date hereof and which are disclosed in the SPA or require it to amend or modify such existing obligations.

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 registration rights (the "“Other Shares"”) requested to be included in a Registration registration on behalf of the Holders or other selling stockholders cannot be so included as a result of limitations on 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 allocated, subject to such superior registration rights, if any, granted prior to the date hereof, among the Holders of Registrable Securites and other selling stockholders of Other Shares requesting inclusion of shares pro rata based upon total number on the basis 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 of Registrable Securities and Other Shares requested to be so included shall be re-allocated in the same mannerincluded. The Company may shall not limit the number of Registrable Securities to be included in a Registration registration pursuant to this Agreement in order to accommodate include shares held by stockholders with no registration rights. To facilitate the request allocation of shares in accordance with the above provisions, the Company or the Underwriters may round the number of Shares allocated to any Significant Stockholder to include more than 25% (prior Holder 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 accountnearest 100 shares.