Common use of Allocation of Registration Opportunities Clause in Contracts

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 Additional 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) PURCHASER with registration rights (the “Other Shares”) requested to be included in a registration on behalf of the Holders or Other Shareholders contemplated by Section 1.3(b) cannot be so included as a result of limitations of the aggregate number of shares of Additional Registrable Securities or Piggyback Registrable Securities, as the case may be, and Other Shares that may be so included (the aggregate number of shares that may be so included, the “Piggyback Shares”), the number of Piggyback Shares shall first be allocated, subject to the registration rights applicable to any of the Other Shares that are Other Registrable Securities which registration rights shall control in event of a conflict with provisions hereof, among the Holders and the Other Stockholders requesting inclusion of shares pro rata on the basis of the number of shares of Additional Registrable Securities and Other Shares Registrable Securities held by such Holders and Other Stockholders; provided, however, that such allocation shall be excluded, pro rata, until not operate to reduce the aggregate number of shares of Registrable Securities or Piggyback Registrable Securities, as the case may be, and Other Shares may to be included in such registration. If, after if any Holder or Other Stockholder does not request inclusion of the complete exclusion of Other Shares from such registration, the aggregate maximum number of shares of Additional Registrable Securities and Other Registrable Securities allocated to such Holder or Piggyback Registrable SecuritiesOther Stockholder pursuant to the above-described procedure, as then the case may be, cannot be so included as a result remaining portion of such limitations, the remaining shares of Registrable Securities or Piggyback Registrable Securities, as the case may be, allocation shall be excluded, reallocated among those requesting Holders and Other Stockholders whose allocations did not satisfy their requests pro rata, until rata on the aggregate basis of the number of shares of Additional 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 and Other Registrable Securities or Piggyback Registrable Securities, as the case may be, to which would 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 such Holders and Other Stockholders, and this procedure shall be repeated until all of the Company (other than Piggyback Shares have been so allocated. If any Piggyback Shares remain unallocated after applying the allocation provisions described in the foregoing sentence, such shares unallocated Piggyback Shares shall be allocated among the holders of Other Shares that are also not Other Registrable Securities or Piggyback Registrable Securities), or in the case of registrations under Section 1.2 hereof, in order to include in manner determined by PURCHASER and such registration securities registered for the Company’s own accountholders.

Allocation of Registration Opportunities. In (a) With respect to any circumstance Company-initiated registration pursuant to Section 1.3 hereof, if the underwriters determine in which all their sole discretion that marketing conditions require a limitation on the number of shares to be underwritten, then the Registrable Securities or Piggyback 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 apportioned pro rata among the selling shareholders according to the total amount of securities requested to be included therein by each such selling shareholder or in such other proportions as shall mutually be agreed to by such selling shareholders), but in no event shall (i) the case may beamount of securities of the selling Holders included in the offering be reduced unless the securities of all other selling stockholders included in the offering are first completely excluded from the offering, and other shares or (ii) the amount of securities of the selling Holders included in the offering be reduced below twenty five percent (25%) of the total amount of securities included in such offering, unless such offering is the initial public offering of the Company’s Common Stock securities, in which case such Holders may be excluded entirely if the underwriters make the determination described above and if the securities of all other selling stockholders are excluded entirely. For purposes of apportionment, for any selling shareholder which is a Holder of Registrable Securities and which is a partnership, limited liability company or corporation, the partners (or retired partners), members (or retired members) and shareholders of such selling shareholder, or the estates and family Table of Contents members of any such partners (retired partners), members (or retired members) or shareholders and any trusts for the benefit of any of the foregoing persons (and including shares in the case of Common Stock issued or issuable Fidelity any Fidelity Entity) shall be deemed to be a single “selling shareholder” and any pro rata reduction with respect to such “selling shareholder” shall be based upon conversion the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such “selling shareholder” as defined in this sentence. (b) With respect to any registration pursuant to Section 1.2 or Section 1.5 hereof, if the underwriters determine in their sole discretion that marketing conditions require a limitation on the number of issued or currently unissued series shares to be underwritten, then the offering shall include only that number of preferred stock securities, including Registrable Securities, which the underwriters determine in their sole discretion will not jeopardize the success of the Company) with registration rights offering (the “Other Shares”) securities so included to be apportioned pro rata among the Company and selling shareholders according to the total amount of securities requested to be included therein by the Company and each such selling shareholder or in such other proportions as shall mutually be agreed to by the Company and a registration on behalf majority in interest of such selling shareholders); provided that (x) first the amount of securities of the selling Holders or Other Shareholders canincluded in the offering shall not be so included as a result of limitations reduced until all of the aggregate number securities of shares of Registrable Securities or Piggyback Registrable Securities, as the case may be, Company 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, all other selling shareholders proposed 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 the offering have been withdrawn from inclusion therein, and (y) the amount of stock issued to officers or directors securities of the Company (Initiating Holders included in the offering shall not be reduced until all of the securities of all other than such shares that are also selling Holders proposed to be included in the offering have been withdrawn from inclusion therein. For purposes of apportionment, for any selling shareholder which is a Holder of Registrable Securities and which is a partnership, limited liability company or Piggyback Registrable Securitiescorporation, the partners (or retired partners), members (or retired members) and shareholders of such selling shareholder, or the estates and family members of any such partners (retired partners), members (or retired members) or shareholders and any trusts for the benefit of any of the foregoing persons (and in the case of registrations under Section 1.2 hereof, in order Fidelity any Fidelity Entity) shall be deemed to include be a single “selling shareholder” and any pro rata reduction with respect to such “selling shareholder” shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such registration securities registered for the Company’s own account“selling shareholder” as defined in this sentence.

Allocation of Registration Opportunities. In any circumstance ---------------------------------------- in which all of the Registrable Securities or Piggyback Registrable Securities, as the case may be, Key Employee Shares and other shares of the Company’s Common Stock of the Company (including shares of Common Stock issued or issuable upon conversion of shares of issued or any currently unissued series of preferred stock Preferred Stock of the Company) with registration rights held by Other Stockholders (the “"Other Shares”") requested to be included in a registration on behalf of the Holders Holders, Key Employee Stockholders or Other Shareholders Stockholders 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, Key Employee Shares and Other Shares that may be so included, the number of shares of Registrable Securities, Key Employee Shares and Other Shares that may be so included shall be excludedallocated as follows: (a) if the registration is initiated by Holders, then Holders requesting inclusion of Registrable Securities shall be entitled to include shares first on a pro ratarata basis among them, until with any additional shares that may be included allocated pro rata among the aggregate Key Employee Stockholders and Other Stockholders; (b) if the registration is initiated by the Company, then the shares available for sale by the Holders, Key Employee Stockholders and Other Stockholders requesting inclusion of shares in such registration shall be allocated among the Holders and the Other Stockholders pro rata on the basis of the number of shares of Registrable Securities, Key Employee Shares and Other Shares that would be held by such Holders, Key Employee Stockholders and Other Stockholders, assuming conversion, with any additional shares that may be included allocated pro rata among the Key Employee Stockholders, subject to Section 1.3(b) hereof; (c) if the registration is initiated by Other Stockholders, then the shares available for sale by the Holders, Key Employee Stockholders and Other Stockholders requesting inclusion of shares in such registration shall be allocated first among the Holders and the Other Stockholders pro rata on the basis of the number of shares of Registrable Securities or Piggyback Registrable Securities, as the case may be, and Other Shares that would be held by such Holders and Other Stockholders, assuming conversion, with any additional shares that may be included in such registration. Ifallocated pro rata among the Key Employee Stockholders; or (d) if the registration is initiated by Key Employee Stockholder (should they, after the complete exclusion date hereof, receive rights to initiate a registration), then the shares available for sale by the Holders, Key Employee Stockholders and Other Stockholders requesting inclusion of Other Shares from shares in such registration, registration shall be allocated first among the aggregate Holders and the Key Employee Stockholders pro rata on the basis of the number of shares of Registrable Securities or Piggyback and Key Employee Shares that would be held by such Holders and Key Employee Stockholders, assuming conversion, with any additional shares that may be included allocated pro rata among the Other Stockholders; provided, however, so that any such allocation shall not operate to reduce the -------- ------- aggregate number of Registrable Securities, as Key Employee Shares and Other Shares to be included in such registration, if any Holder, Key Employee Stockholder or Other Stockholder does not request inclusion of 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 maximum number of shares of Registrable Securities or Piggyback Securities, Key Employee Shares and Other Shares allocated to it pursuant to the above-described procedure, the remaining portion of its allocation shall be reallocated among those requesting Holders, Key Employee Stockholders and Other Stockholders whose allocations did not satisfy their requests in accordance with the allocation provisions set forth above, and this procedure shall be repeated until all of the shares of Registrable Securities, as the case may be, Key Employee Shares and Other Shares which may be included in such registrationthe registration on behalf of the Holders, Key Employee Stockholders and Other Stockholders have been so allocated. The Notwithstanding the foregoing, the Company shall not limit the number of Registrable Securities or Piggyback Registrable Securities, as the case may be, Key Employee Shares to be included in a registration pursuant to this Agreement in order to include shares held by shareholders stockholders with no registration rights rights, and with respect to registrations under Sections 1.2 or to include shares 1.5 hereof, shall not limit the number of stock issued to officers or directors of the Company (other than such shares that are also Registrable Securities or Piggyback Registrable Securities), or included in the case of registrations under Section 1.2 hereof, such registration in order to include in such registration therein any Key Employee Shares, Other Shares or securities registered for the Company’s 's own account.