Common use of Allocation of Securities Included in a Public Offering Clause in Contracts

Allocation of Securities Included in a Public Offering. If the managing underwriter or placement agent for any public offering effected pursuant to Section 3(a) or Section 3(b) (or, if there is none, a nationally recognized investment banking firm acting as financial advisor to the Company) advises the Company and Purchaser in writing that the number of Common Shares sought to be included in such public offering (including those sought to be offered by the Company and those sought to be offered by St. Xxxx and Purchaser) exceeds the maximum number of Common Shares whose inclusion in such public offering would not be reasonably likely to have an adverse effect on the price, timing or distribution of the Common Shares included in such public offering (the "Maximum Number"), the Company shall allocate Common Shares to be included in such public offering up to the Maximum Number as follows: (i) in the case of any registration pursuant to Section 3(a), first to the Demanding Shareholders, subject, if applicable, to allocation below the Maximum Number in such manner as they may agree among themselves; then, as to any excess, to the Company; and (ii) in the case of any registration pursuant to Section 3(b), first to the Company for its own account; then to Purchaser and each other shareholder designated by the Company, subject to allocation below the Maximum Number pro rata according to the number of Registrable Shares held by the Purchaser Group or by such other shareholder, as the case may be. Purchaser may allocate any allocation made to it pursuant to this Section 3(c) among the members of the Purchaser Group as it wishes. The Company may allocate any allocation made to it pursuant to Section 3(c)(i) among itself, its Subsidiaries and its shareholders as it wishes, and may allocate any allocation made to it for its own account pursuant to Section 3(c)(ii) among itself and its Subsidiaries as it wishes.

Allocation of Securities Included in a Public Offering. If the managing underwriter or placement agent for any public offering effected pursuant to Section 3(a) 2.1 or Section 3(b) 2.2 (or, if there is none, a nationally recognized investment banking firm acting as financial advisor to the Company) advises the Company and Purchaser St. Xxxx in writing that the number of Common Shares sought to be included in such public offering (including those sought to be offered by the Company and those sought to be offered by St. Xxxx and PurchaserXxxx) exceeds the maximum number of Common Shares whose inclusion in such public offering would not be reasonably likely to have an adverse effect on the price, timing or distribution of the Common Shares included in such public offering (the "Maximum Number"), the Company shall allocate Common Shares to be included in such public offering up to the Maximum Number as follows: (ia) in the case of any registration pursuant to Section 3(a)2.1, first to the Demanding Shareholders, subject, if applicable, to allocation below the Maximum Number in such manner as they may agree among themselves; then, as to any excess, to the Company; and (iib) in the case of any registration pursuant to Section 3(b)2.2, first to the Company for its own account; then to Purchaser St. Xxxx and each other shareholder designated by the Company, subject to allocation below the Maximum Number pro rata according to the number of Registrable Shares held by the Purchaser St. Xxxx Group or by such other shareholder, as the case may be. Purchaser may St. Xxxx xxx allocate any allocation made to it pursuant to this Section 3(c) 2.3 among the members of the Purchaser St. Xxxx Group as it wishes. The Company may allocate any allocation made to it pursuant to Section 3(c)(i2.3(a) among itself, its Subsidiaries subsidiaries and its shareholders as it wishes, and may allocate any allocation made to it for its own account pursuant to Section 3(c)(ii2.3(b) among itself and its Subsidiaries subsidiaries as it wishes.

Allocation of Securities Included in a Public Offering. If the managing underwriter or placement agent for any public offering Public Offering to be effected pursuant to Section 3(a) 2.1 or Section 3(b) (or, if there is none, a nationally recognized investment banking firm acting as financial advisor to the Company) advises 2.2 of this Agreement shall advise the Company and Purchaser the Sellers in writing that the number of shares of Common Shares Stock sought to be included in such public offering Public Offering (including those shares of Common Stock sought to be offered by the Company and those sought Shares or other shares of Common Stock to be offered by St. Xxxx and Purchaserthe Holders or other Sellers) exceeds is not equivalent to the maximum number Maximum Number, the shares of Common Shares whose inclusion in such public offering would not be reasonably likely to have an adverse effect on the price, timing or distribution of the Common Shares included in such public offering (the "Maximum Number"), the Company shall allocate Common Shares Stock to be included in such public offering up Public Offering shall be allocated pursuant to the following procedures: (a) if such registration or Public Offering is pursuant to Section 2.1 of this Agreement, and (x) if the total number of shares of Common Stock included in the Demand Request and any Joining Request exceeds the Maximum Number, first, the Registrable Securities included in the Demand Request shall be included, and second, any shares of Common Stock requested to be included in such registration pursuant to any Joining Request, pro rata among such Sellers, shall be included, to the extent necessary to reduce the total number of shares of Common Stock to be included in such Public Offering to the Maximum Number as follows: and (y) if the total number of shares of Common Stock included in the Demand Request and any Joining Request is less than the Maximum Number, any additional shares of Common Stock sought to be included at the request of the Company may be included, subject to not exceeding the Maximum Number; provided, however, that, if the Company desires to sell shares of Common Stock in such Public Offering and in the good faith judgment of the managing underwriter of such Public Offering, after consultation with the Holders, the failure to include shares of Common Stock to be sold by the Company in such Public Offering would be materially detrimental to the success of the Public Offering or to the trading market in the Company's Common Stock, an amount of shares of Common Stock to be sold by the Company equal to the lesser of (i) the minimum number of shares of Common Stock recommended by such managing underwriter to be sold by the Company and (ii) that amount sought to be included at the request of the Company, will be included in the case Public Offering and the number of any shares of Common Stock to be sold by the Sellers will be reduced, applying clause (x) above to such Sellers' requests mutatis mutandis; or (b) if such registration or Public Offering is pursuant to Section 3(a)2.2 of this Agreement, first (x) first, securities sought to be included at the Demanding Shareholdersrequest of the Company or any Other Stockholder making a demand registration request shall be included, subjectand (y) second, if applicable, to allocation below the Maximum Number in such manner as they may agree among themselves; then, as to any excess, to the Company; and (ii) in the case of any registration pursuant to Section 3(b), first to the Company for its own account; then to Purchaser and each other shareholder designated by the Company, subject to allocation below the Maximum Number pro rata according to the number of securities to be registered under clause 2.1 exceeds the Maximum Number, the amount of Registrable Securities proposed to be offered by Sellers shall be reduced pro rata among such Sellers in accordance with the respective amounts requested by each such Seller to the extent necessary to reduce the total amount of securities to be included in such offering to the Maximum Number; provided that Shares held to be sold by the Purchaser Group or by Sellers in the aggregate are not reduced to less than 25% of all shares of Common Stock to be sold in such other shareholder, as the case may be. Purchaser may allocate any allocation made to it pursuant to this Section 3(c) among the members of the Purchaser Group as it wishes. The Company may allocate any allocation made to it pursuant to Section 3(c)(i) among itself, its Subsidiaries and its shareholders as it wishes, and may allocate any allocation made to it for its own account pursuant to Section 3(c)(ii) among itself and its Subsidiaries as it wishesPublic Offering.

Allocation of Securities Included in a Public Offering. If the managing underwriter or placement agent for any public offering Public Offering to be effected pursuant to Section 3(a) 2.3 or Section 3(b) (or, if there is none, a nationally recognized investment banking firm acting as financial advisor to 2.4 of this Agreement shall advise Quintiles and the Company) advises the Company and Purchaser Sellers in writing that the number of shares of Common Shares Stock sought to be included in such public offering Public Offering (including those sought to be offered by the Company Quintiles, those sought to be offered by Sellers and those sought to be offered by St. Xxxx and PurchaserExisting Holders) exceeds is more than the maximum number Maximum Number, the shares of Common Shares whose inclusion in such public offering would not be reasonably likely to have an adverse effect on the price, timing or distribution of the Common Shares included in such public offering (the "Maximum Number"), the Company shall allocate Common Shares Stock to be included in such public offering up Public Offering shall be allocated pursuant to the Maximum Number as followsfollowing procedures: (a) until such time as the Holders have sold in the aggregate at least 2.7 million shares of Common Stock (whether through the Initial Secondary Offering or otherwise) (the "Demand Period"), Registrable Securities to be sold pursuant to any Registration Statement (whether as a result of a Demand Request or otherwise, but not including any Shelf Registration Statement) shall be allocated among the Holders and Quintiles and Existing Holders such that, of the total number of shares sold pursuant to such Registration Statement, 67.5% shall be sold by the Holders, 25% shall be sold by the Company and 7.5% shall be sold by Existing Holders; provided that (i) in to the case of any registration extent that Existing Holders or Quintiles elect not to sell pursuant to Section 3(a), first such Registration Statement shares of Common Stock which they would otherwise be entitled to sell pursuant to the Demanding Shareholderspreceding clause, subjectthe number of shares not sold by such Existing Holders or Quintiles may be sold by the Holders who so elect pro rata to their respective shareholdings, if applicable, to allocation below the Maximum Number in such manner as they may agree among themselves; then, as to any excess, to the Company; and and (ii) in the case event that in connection with any underwritten offering pursuant to any such Registration Statement an overallotment option is granted to the underwriters, shares of any Common Stock to be sold pursuant to such option shall be sold by the Holders pro rata to their respective shareholdings; (b) if, following the end of the Demand Period, such registration or Public Offering is pursuant to Section 3(b)2.4 of this Agreement, first (x) first, securities sought to be included at the Company for its own account; then to Purchaser request of Quintiles shall be included, and each other shareholder designated by the Company(y) second, subject to allocation below the Maximum Number pro rata according to if the number of securities to be registered exceeds the Maximum Number, the amount of Registrable Shares held Securities proposed to be offered by Holders shall be reduced as agreed among such Holders, to the extent necessary to reduce the total amount of securities to be included in such offering to the Maximum Number; provided that shares to be sold by the Purchaser Group or by Holders are not reduced to less than 20% of all shares to be sold in such other shareholder, as the case may be. Purchaser may allocate any allocation made to it pursuant to this Section 3(c) among the members of the Purchaser Group as it wishes. The Company may allocate any allocation made to it pursuant to Section 3(c)(i) among itself, its Subsidiaries and its shareholders as it wishes, and may allocate any allocation made to it for its own account pursuant to Section 3(c)(ii) among itself and its Subsidiaries as it wishesPublic Offering.

Allocation of Securities Included in a Public Offering. If the managing underwriter or placement agent for any public offering effected pursuant to Section 3(a) 2.1 or Section 3(b) 2.2 (or, if there is none, a nationally recognized investment banking firm acting as financial advisor to the Company) advises the Company and Purchaser St. Xxxx in writing that the number of Common Shares sought to be included in such public offering (including those sought to be offered by the Company and those sought to be offered by St. Xxxx and PurchaserXxxx) exceeds the maximum number of Common Shares whose inclusion in such public offering would not be reasonably likely to have an adverse effect on the price, timing or distribution of the Common Shares included in such public offering (the "Maximum Number"), the Company shall allocate Common Shares to be included in such public offering up to the Maximum Number as follows: (ia) in the case of any registration pursuant to Section 3(a)2.1, first to the Demanding Shareholders, subject, if applicable, to allocation below the Maximum Number in such manner as they may agree among themselves; then, as to any excess, to the Company; and (iib) in the case of any registration pursuant to Section 3(b)2.2, first to the Company for its own account; then to Purchaser St. Xxxx and each other shareholder designated by the Company, subject to allocation below the Maximum Number pro rata according to the number of Registrable Shares held by the Purchaser St. Xxxx Group or by such other shareholder, as the case may be. Purchaser may St. Xxxx xxx allocate any allocation made to it pursuant to this Section 3(c) 2.3 among the members of the Purchaser St. Xxxx Group as it wishes. The Company may allocate any allocation made to it pursuant to Section 3(c)(i2.3(a) among itself, its Subsidiaries subsidiaries and its shareholders as it wishes, and may allocate any allocation made to it for its own account pursuant to Section 3(c)(ii2.3(b) among itself and its Subsidiaries subsidiaries as it wishes.

Allocation of Securities Included in a Public Offering. (a) If the lead managing underwriter or placement agent for any public offering Public Offering to be effected pursuant to Section 3(a) or Section 3(b) (or, if there is none, a nationally recognized investment banking firm acting as financial advisor to the Company) advises 3.08 of this Agreement shall advise the Company and Purchaser the Investor (each, a “Seller” and, collectively, the “Sellers”) in writing that the number of shares of Common Shares Stock sought to be included in such public offering Public Offering (including those sought to be offered by the Company Company, those sought to be offered by the Sellers and those sought to be offered by St. Xxxx and PurchaserExisting Holders) exceeds is more than the maximum number Maximum Number, the shares of Common Shares whose inclusion in such public offering would not be reasonably likely to have an adverse effect on the price, timing or distribution of the Common Shares included in such public offering (the "Maximum Number"), the Company shall allocate Common Shares Stock to be included in such public offering up Public Offering shall be allocated pursuant to the Maximum Number as follows: (i) in following procedures: First, the case Company shall be entitled to include all of any registration pursuant the securities that it has proposed to Section 3(a)include, first to the Demanding Shareholders, subject, if applicable, to allocation below the Maximum Number in such manner as they may agree among themselves; then, as to any excessand second, to the extent that any other securities may be included without exceeding the Maximum Number, and subject to rights of any holders of the Company; and’s Securities under the agreements listed on Exhibit A (the “Existing Agreements”), the Investor shall be entitled to participate in that registration on a basis no less favorable than that of any other holder of the Company’s securities. (iib) Notwithstanding anything to the contrary in Section 3.08 and Section 3.09(a), the case of any registration Investor shall be entitled to participate in a Public Offering effected by the Company pursuant to Section 3(b), first a request under an Existing Agreement only to the Company for its own account; then extent that the terms of such Existing Agreement permits the Investor to Purchaser and each other shareholder designated by the Company, subject to allocation below the Maximum Number pro rata according to the number of Registrable Shares held by the Purchaser Group or by such other shareholder, as the case may be. Purchaser may allocate any allocation made to it pursuant to this Section 3(c) among the members of the Purchaser Group as it wishesso participate. The Company may allocate agrees that in any allocation made to it pursuant to Section 3(c)(i) among itselfmodification or amendment of an Existing Agreement, its Subsidiaries and its shareholders the rights of the Investor as it wishesgranted under this Agreement will not be adversely affected, and that registration rights granted by the Company under any future registration rights agreement that the Company may allocate any allocation made enter into will be on a basis no more favorable than the rights granted to it for its own account pursuant the Investor herein, unless the Company also grants equivalent rights to Section 3(c)(ii) among itself and its Subsidiaries as it wishesthe Investor at the time of such other agreement.

Allocation of Securities Included in a Public Offering. If the managing underwriter or placement agent for any public offering effected pursuant to Section 3(a) 1.1 or Section 3(b) 1.2 (or, if there is none, a nationally an internationally recognized investment banking firm acting as financial advisor to Holdings) shall advise Holdings and the Company) advises the Company and Purchaser Sellers in writing that the number of Common Shares sought to be included in such public offering (including those sought to be offered by the Company Holdings and those sought to be offered by St. Xxxx and Purchaserthe Sellers) exceeds the maximum number of Common Shares whose inclusion in such public offering would not be reasonably likely to have an adverse effect on the price, timing or distribution of the Common Shares included in such public offering (the "Maximum Number"), the Company Holdings shall allocate Common Shares to be included in such public offering up to the Maximum Number as follows:; (ia) in the case of any registration pursuant to Section 3(a)1.1, unless otherwise agreed among the Demanding Shareholders and the Joining Shareholders, first to the Demanding Shareholders, subjectShareholders and, if applicablethe number of Shares allocated to them exceeds the number covered by their Demand Request, such excess number will be allocated to allocation below the Maximum Number in such manner as they may agree among themselves; theneach Joining Shareholder making a Joining Request, as to any excess, to the Company; and (ii) in the case of any registration pursuant to Section 3(b), first to the Company for its own account; then to Purchaser and each other shareholder designated by the Company, subject to allocation below the Maximum Number pro rata according to the number of Registrable Shares held by the Purchaser Rightholder Group of which such Rightholder is a member; if the number so allocated to the Rightholder with the smallest number of Registrable Shares covered by its request exceeds the number so covered by its request, then such excess number shall be allocated among the remaining Rightholders, if any, in the manner provided in this clause (a), and such allocation shall be repeated until all shares to be allocated are allocated; if the Maximum Number exceeds the total number of Shares allocated in the foregoing manner, any such excess number will be allocated to Holdings; and (b) in the case of any registration pursuant to Section 1.2, unless otherwise agreed among Holdings and each Rightholder making a Piggy-Back Request, first to Holdings for its own account and, if the number of Shares allocated to Holdings for its own account exceeds the number that it wishes to include for its own account, such excess number shall be allocated to each Rightholder making a Piggy-Back Request and each other shareholder designated by Holdings, pro rata according to the number of Registrable Shares held by the Rightholder Group of which such Rightholder is a member or by such other shareholder, as the case may be; if the number so allocated to the Rightholder or other shareholder with the smallest number of Registrable Shares covered by its request or (in the case of any such other shareholder) designated by Holdings to be included for its account exceeds the number so covered by its request or so designated for its account, as the case may be, then such excess number shall be allocated among the remaining Rightholders and other shareholders, if any, in the manner provided in this clause (b), and such allocation shall be repeated until all shares to be allocated are allocated. Purchaser Each Rightholder may allocate any allocation made to it pursuant to this Section 3(c) 1.3 among the members of the Purchaser its Rightholder Group as it wishes. The Company Holdings may allocate any allocation made to it pursuant to Section 3(c)(i1.3(a) among itself, its Subsidiaries subsidiaries and its shareholders as it wishes, and may allocate any allocation made to it for its own account pursuant to Section 3(c)(ii1.3(b) among itself and its Subsidiaries subsidiaries as it wishes.

Allocation of Securities Included in a Public Offering. If the registration referred to in Section 2.01(a) and Section 2.02(a) is to be an underwritten registration and the managing underwriter or placement agent for any public offering effected pursuant to Section 3(a) or Section 3(b) (or, if there is none, a nationally recognized investment banking firm acting as financial advisor to the Company) thereof advises the Company and Purchaser the Selling Holders in writing that the number of Common Shares sought to be included in such public offering Public Offering (including those sought to be offered by the Company and those sought to be offered by St. Xxxx and Purchaserthe Selling Holders) exceeds the maximum number of Common Shares whose inclusion in such public offering would not be reasonably likely to have an adverse effect on the price, timing or distribution of the Common Shares included in such public offering (the "Maximum Number"), the Company shall allocate Common Shares to be included in such public offering up Public Offering shall be allocated pursuant to the Maximum Number as followsfollowing procedures: (ia) in the case of any if such registration or Public Offering is pursuant to Section 3(a), first to 2.01(a): the Demanding Shareholders, subject, if applicable, to allocation below number shall be allocated pro rata among all of the Maximum Number Selling Holders on the basis of the relative number of the Registrable Shares then held by each such Selling Holder (with any number in excess of a Selling Holder's request reallocated among the remaining Selling Holders in a like manner) or in such manner as they may agree among themselvesshall be designated by the Selling Holders; thenor (b) if such registration or Public Offering is pursuant to Section 2.02(a): (x) first, as securities sought to any excessbe included at the request of the Company ("COMPANY SECURITIES") and (y) second, up to the full number of the Registrable Securities included in the Piggyback Request, in excess of the number of Company Securities, to the Company; and (ii) in the case of any registration pursuant to Section 3(b), first to the Company for its own account; then to Purchaser and each other shareholder designated by the Company, subject to allocation below the Maximum Number nearest extent possible on a pro rata according to basis; provided that if the number of Registrable Shares held Securities proposed to be offered by the Purchaser Group or by Selling Holders shall be reduced, such other shareholder, as Selling Holders may withdraw their request to include Registrable Securities under Section 2.02(a) and request that 90 days subsequent to the case may be. Purchaser may allocate any allocation made to it pursuant to this Section 3(c) among the members effective date of the Purchaser Group as it wishes. The Company may allocate any allocation made to it pursuant to registration statement for the registration of such securities such registration of their Registrable Securities be effected under Section 3(c)(i) among itself, its Subsidiaries and its shareholders as it wishes, and may allocate any allocation made to it for its own account pursuant to Section 3(c)(ii) among itself and its Subsidiaries as it wishes2.01(a).

Allocation of Securities Included in a Public Offering. If the managing underwriter or placement agent for any public offering effected pursuant to Section 3(a) 1.1 or Section 3(b) 1.2 (or, if there is none, a nationally recognized investment banking firm acting as financial advisor to the Company) advises shall advise the Company and Purchaser the Sellers in writing that the number of Common Shares sought to be included in such public offering (including those sought to be offered by the Company and those sought to be offered by St. Xxxx and Purchaserthe Sellers) exceeds the maximum number of Common Shares whose inclusion in such public offering would not be reasonably likely to have an adverse effect on the price, timing or distribution of the Common Shares included in such public offering (the "Maximum Number"), the Company shall allocate Common Shares to be included in such public offering up to the Maximum Number as follows: (ia) in the case of any registration pursuant to Section 3(a)1.1, first to the Demanding Shareholders, subject, if applicable, subject to allocation below the Maximum Number in such manner as they may agree among themselves; then to the Joining Shareholders, subject to allocation below the Maximum Number pro rata according to the number of Registrable Shares or Registrable Option Shares held by the Rightholder Group of which such Joining Shareholder is a member; then, as to any excess, to the Company; and (iib) in the case of any registration pursuant to Section 3(b)1.2, first to the Company for its own account; then to Purchaser each Rightholder making a Piggy-Back Request and each other shareholder designated by the Company, subject to allocation below the Maximum Number pro rata according to the number of Registrable Shares or Registrable Option Shares held by the Purchaser Rightholder Group of which such Rightholder is a member or by such other shareholder, as the case may be. Purchaser Each Rightholder may allocate any allocation made to it pursuant to this Section 3(c) 1.3 among the members of the Purchaser its Rightholder Group as it wishes. The Company may allocate any allocation made to it pursuant to Section 3(c)(ito (a) among itself, its Subsidiaries subsidiaries and its shareholders as it wishes, and may allocate any allocation made to it for its own account pursuant to Section 3(c)(ii1.3(b) among itself and its Subsidiaries subsidiaries as it wishes.

Allocation of Securities Included in a Public Offering. (a) If the lead managing underwriter or placement agent for any public offering Public Offering to be effected pursuant to Section 3(a) or Section 3(b) (or, if there is none, a nationally recognized investment banking firm acting as financial advisor to the Company) advises 2.8 of this Agreement shall advise the Company and Purchaser the Investor (each, a “Seller” and, collectively, the “Sellers”) in writing that the number of shares of Common Shares Stock sought to be included in such public offering Public Offering (including those sought to be offered by the Company Company, those sought to be offered by the Sellers and those sought to be offered by St. Xxxx and PurchaserExisting Holders) exceeds is more than the maximum number Maximum Number, the shares of Common Shares whose inclusion in such public offering would not be reasonably likely to have an adverse effect on the price, timing or distribution of the Common Shares included in such public offering (the "Maximum Number"), the Company shall allocate Common Shares Stock to be included in such public offering up Public Offering shall be allocated pursuant to the Maximum Number as follows: (i) in following procedures: First, the case Company shall be entitled to include all of any registration pursuant the securities that it has proposed to Section 3(a)include, first to the Demanding Shareholders, subject, if applicable, to allocation below the Maximum Number in such manner as they may agree among themselves; then, as to any excessand second, to the extent that any other securities may be included without exceeding the Maximum Number, and subject to rights of any holders of the Company; and’s Securities under the agreements listed on Exhibit A (the “Existing Agreements”), the Investor shall be entitled to participate in that registration on a basis no less favorable than that of any other holder of the Company’s securities. (iib) Notwithstanding anything to the contrary in Section 2.8 and Section 2.9(a), the case of any registration Investor shall be entitled to participate in a Public Offering effected by the Company pursuant to Section 3(b), first a request under an Existing Agreement only to the Company for its own account; then extent that the terms of such Existing Agreement permits the Investor to Purchaser and each other shareholder designated by the Company, subject to allocation below the Maximum Number pro rata according to the number of Registrable Shares held by the Purchaser Group or by such other shareholder, as the case may be. Purchaser may allocate any allocation made to it pursuant to this Section 3(c) among the members of the Purchaser Group as it wishesso participate. The Company may allocate agrees that in any allocation made to it pursuant to Section 3(c)(i) among itselfmodification or amendment of an Existing Agreement, its Subsidiaries and its shareholders the rights of the Investor as it wishesgranted under this Agreement will not be adversely affected, and that registration rights granted by the Company under any future registration rights agreement that the Company may allocate any allocation made enter into will be on a basis no more favorable than the rights granted to it for its own account pursuant the Investor herein, unless the Company also grants equivalent rights to Section 3(c)(ii) among itself and its Subsidiaries as it wishesthe Investor at the time of such other agreement.

Allocation of Securities Included in a Public Offering. If the registration referred to in Section 2.01(a) and Section 2.02(a) is to be an underwritten registration and the managing underwriter or placement agent for any public offering effected pursuant to Section 3(a) or Section 3(b) (or, if there is none, a nationally recognized investment banking firm acting as financial advisor to the Company) thereof advises the Company and Purchaser the Selling Holders in writing that the number of Common Shares sought to be included in such public offering Public Offering (including those sought to be offered by the Company and those sought to be offered by St. Xxxx and Purchaserthe Selling Holders) exceeds the maximum number of Common Shares whose inclusion in such public offering would not be reasonably likely to have an adverse effect on the price, timing or distribution of the Common Shares included in such public offering (the "Maximum Number"), the Company shall allocate Common Shares to be included in such public offering up Public Offering shall be allocated pursuant to the Maximum Number as followsfollowing procedures: (ia) in the case of any if such registration or Public Offering is pursuant to Section 3(a), first to 2.01(a): the Demanding Shareholders, subject, if applicable, to allocation below number shall be allocated pro rata among all of the Maximum Number Selling Holders on the basis of the relative number of the Registrable Shares then held by each such Selling Holder (with any number in excess of a Selling Holder's request reallocated among the remaining Selling Holders in a like manner) or in such manner as they may agree among themselvesshall be designated by the Selling Holders; thenor (b) if such registration or Public Offering is pursuant to Section 2.02(a): (x) first, as securities sought to any excessbe included at the request of the Company ("COMPANY SECURITIES") and (y) second, up to the full number of the Registrable Securities included in the Piggyback Request, in excess of the number of Company Securities, to the Company; and (ii) in the case of any registration pursuant to Section 3(b), first to the Company for its own account; then to Purchaser and each other shareholder designated by the Company, subject to allocation below the Maximum Number nearest extent possible on a pro rata according to basis; provided that if the number of Registrable Shares held Securities proposed to be offered by the Purchaser Group or by Selling Holders shall be reduced, such other shareholder, as Selling Holders may withdraw their request to include Registrable Securities under Section 2.02(a) and request that 90 days subsequent to the case may be. Purchaser may allocate any allocation made to it pursuant to this Section 3(c) among the members effective date of the Purchaser Group as it wishes. The Company may allocate any allocation made to it pursuant to registration statement for the registration of such securities such registration of their Registrable Securities be effected under Section 3(c)(i) among itself, its Subsidiaries and its shareholders as it wishes, and may allocate any allocation made to it for its own account pursuant to Section 3(c)(ii) among itself and its Subsidiaries as it wishes2.01 (a).