Common use of Allocation of Shares in Piggyback Registration Clause in Contracts

Allocation of Shares in Piggyback Registration. In the event that the Underwriter's Representative limits the number of shares to be included in a Registration pursuant to Section 8.2.2, the number of shares to be included in such Registration shall be allocated (subject to Section 8.2.2) in the following manner: The shares (other than Registrable Securities) held by officers or directors of the Company shall be excluded from such Registration and underwriting to the extent required by such limitation. If a limitation of the number of shares is still required after such exclusion, the number of shares that may be included in the Registration and underwriting by selling shareholders shall be allocated among all other Holders thereof, in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) which such Holders would otherwise be entitled to include in such Registration. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 8.2.3 shall be included in the Registration Statement.

Appears in 2 contracts

Samples: Information and Registration Rights Agreement (Concur Technologies Inc), Information and Registration Rights Agreement (Concur Technologies Inc)

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Allocation of Shares in Piggyback Registration. In the event that If the Underwriter's Representative limits the number of shares to be included in a Registration pursuant to Section 8.2.22.4(c), the number of shares to be included in such Registration shall be allocated (subject to Section 8.2.2) in the following manner: The shares (other than Registrable Securities) held by officers or directors holders of the Company securities other than Registrable Securities requesting and legally entitled to include shares in such Registration shall be excluded from such Registration registration and underwriting to the extent required by such limitation, but only if permitted by the terms of such other registration rights agreement. If a limitation of in the number of shares is still required after such exclusionrequired, the number of shares that may of Registrable Securities to be included in the Registration and underwriting by selling shareholders shall be allocated among all excluded pro rata (as between the holders of Registrable Securities and such other Holders thereof, in proportion, as nearly as practicable, to the respective amounts holders of securities (including Registrable Securitiesother registration rights) which such Holders would otherwise be entitled to include in such Registrationbased on percentage ownership. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 8.2.3 2.4(d) shall be included in the Registration Statement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Nexell Therapeutics Inc), Registration Rights Agreement (Baxter International Inc)

Allocation of Shares in Piggyback Registration. In the event that the Underwriter's Representative limits the number of shares to be included in a Registration pursuant to Section 8.2.22.2.2, the number of shares to be included in such Registration shall be allocated (subject to Section 8.2.22.2.2) in the following manner: The shares (other than Registrable Securities) held by officers or directors of the Company shall be excluded from such Registration and underwriting to the extent required by such limitation. If a limitation of the number of shares is still required after such exclusion, the number of shares that may be included in the Registration and underwriting by selling shareholders shall be allocated among all other Holders thereofthereof and other holders of securities other than Registrable Securities requesting and legally entitled to include shares in such Registration, in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) which such Holders would and such other holders have otherwise requested be entitled to include included in such Registration. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 8.2.3 2.2.3 shall be included in the Registration Statement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Frisby Technologies Inc), Registration Rights Agreement (Frisby Technologies Inc)

Allocation of Shares in Piggyback Registration. In the event that If the Underwriter's ’s Representative limits the number of shares to be included in a Registration pursuant to Section 8.2.28.2(b), the number of shares to be included in such Registration shall be allocated (subject to Section 8.2.28.2(b)) in the following manner: The shares (other than Registrable Securities) held by officers or directors of the Company shall first be excluded from such Registration registration and underwriting to the extent required by such limitation. If a limitation of the number of shares is still required after such exclusion, the number of shares that may be included in the Registration and underwriting by selling shareholders shall be allocated among all other Holders thereofthereof and other holders of securities (other than Registrable Securities) requesting and legally entitled to include such securities in such Registration, in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) which such Holders and such other holders would otherwise be entitled to include in such RegistrationRegistration subject to subsection 8.2(b)(ii). No Registrable Securities or other securities excluded from the underwriting by reason of this Section 8.2.3 8.2(c) shall be included in the Registration Statement.

Appears in 2 contracts

Samples: Information and Registration Rights Agreement (Nextest Systems Corp), Information and Registration Rights Agreement (Nextest Systems Corp)

Allocation of Shares in Piggyback Registration. In the event that the Underwriter's Representative limits the number of shares to be included in a Registration pursuant to Section 8.2.22.2.2, the number of shares to be included in such Registration shall be allocated (subject to Section 8.2.2) in so that the following manner: The shares (other than Registrable Securities) Securities held by officers or directors of the Company Holders shall be excluded from such Registration and underwriting to the extent required by such limitation. If a limitation of the number of shares is still required after such exclusionexclusions, the number of shares that may be included in the Registration and underwriting by selling shareholders shall be allocated among all other Holders thereof, in proportion, as nearly as practicable, pursuant to the respective amounts terms of securities (including Registrable Securities) which such Holders would otherwise be entitled to include in such Registrationthe Existing Registration Rights Agreement or any other applicable registration rights agreement. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 8.2.3 2.2.3 shall be included in the Registration Statement. Notwithstanding anything to the contrary herein, in no event shall the number of shares Registrable under the Existing Registration Rights Agreement be limited by the provisions of this Section 2 or any other provisions of this Agreement.

Appears in 1 contract

Samples: Purchase and Option Agreement (Bentley Systems Inc)

Allocation of Shares in Piggyback Registration. In the event ---------------------------------------------- that the Underwriter's Representative limits and the Company limit the number of shares to be included in a Registration pursuant to Section 8.2.25.2.2, the number of shares to be included in such Registration shall be allocated (subject to Section 8.2.2) in the following manner: The shares (other than Registrable Securities) held by officers or directors employees of the Company shall be excluded from such Registration registration and underwriting to the extent required by such limitation. If a limitation of the number of shares is still required after such exclusion, the number of shares that may held by all other holders of securities (including Registrable Securities) requesting and legally entitled to include such securities in such Registration shall be included in the Registration excluded from such registration and underwriting to the extent required by selling shareholders shall be allocated among all other Holders thereofsuch limitation, in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) which such Holders other holders would otherwise be entitled to include in such Registration; provided, however, that the number of shares of Registrable Securities held by the Holders to be included in such Registration and underwriting shall not be limited to less than thirty percent (30%) of the securities included in such Registration (based on aggregate market value). No Registrable Securities or other securities excluded from the underwriting by reason of this Section 8.2.3 5.2.3 shall be included in the Registration Statement.

Appears in 1 contract

Samples: Investor Rights Agreement (Interwoven Inc)

Allocation of Shares in Piggyback Registration. In If the event that the Underwriterunderwriter's Representative representative limits the number of shares to be included in a Registration pursuant to Section 8.2.2Subsection 3(b)(ii), the number of shares to be included in such Registration shall be allocated (subject to Section 8.2.23) in the following manner: The shares (other than Registrable Securities) held by officers or directors of the Company shall be excluded from such Registration and underwriting to the extent required by such limitation. If a limitation of the number of shares is still required after such exclusion, the number of shares that may be included in the Registration and underwriting by selling shareholders shall be allocated among all other Holders holders thereof, in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) which such Holders holders would otherwise be entitled to include in such Registration. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 8.2.3 3 shall be included in the Registration Statement.

Appears in 1 contract

Samples: Investor Rights Agreement (Soligen Technologies Inc)

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Allocation of Shares in Piggyback Registration. In the event that the Underwriter's Representative limits the number of shares to be included in a Registration pursuant to Section 8.2.2section 4.2.2, the number of shares to be included in such Registration shall be allocated (subject to Section 8.2.24.2.2) in the following manner: The shares (other than Registrable Securities) held by officers or directors of the Company shall be excluded from such Registration registration and underwriting to the extent required by such much limitation. If a limitation of the number of shares is still required after such exclusion, the number of shares that may be included in the Registration and underwriting by selling shareholders shall be allocated among all Holders thereof and other Holders thereofholders of securities other than Registrable Securities requesting and legally entitled to include shares in such Registration, in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) which entitled to inclusion in such Registration held by such Holders would otherwise be entitled to include in and such Registrationother holders at the time of filing of the Registration Statement. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 8.2.3 4.2.3 shall be included in the Registration Statement.

Appears in 1 contract

Samples: Information and Registration Rights Agreement (Large Scale Biology Corp)

Allocation of Shares in Piggyback Registration. In the event that the Underwriter's Representative limits the number of shares to be included in a Registration pursuant to Section 8.2.27.2.2, the number of shares to be included in such Registration shall be allocated (subject to Section 8.2.27.2.2) in the following manner: The shares (other than Registrable Securities) held by officers or directors of the Company shall be excluded from such Registration and underwriting to the extent required by such limitation. If a limitation of the number of shares is still required after such exclusion, the number of shares that may be included in the Registration and underwriting by selling shareholders stockholders shall be allocated among all other Holders thereofthereof and other holders of securities other than Registrable Securities requesting and legally entitled to include shares in such Registration, in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) which such Holders and such other holders would otherwise be entitled to include in such Registration. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 8.2.3 7.2.3 shall be included in the Registration Statement.

Appears in 1 contract

Samples: Information and Registration Rights Agreement (Com21 Inc)

Allocation of Shares in Piggyback Registration. In the event that the Underwriter's Representative limits the number of shares to be included in a Registration pursuant to Section 8.2.26.2.2, the number of shares to be included in such Registration shall be allocated (subject to Section 8.2.26.2.2) in the following manner: The shares (other than Registrable Securities) held by officers or directors of the Company shall be excluded from such Registration registration and underwriting to the extent required by such limitation. If a limitation of the number of shares is still required after such exclusion, the number of shares that may be included in the Registration and underwriting by selling shareholders stockholders shall be allocated among all other Holders thereof, in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) which such Holders would otherwise be entitled to include in such Registration. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 8.2.3 6.2.3 shall be included in the Registration Statement.

Appears in 1 contract

Samples: Investor Rights Agreement (E Stamp Corp)

Allocation of Shares in Piggyback Registration. In the event that the Underwriter's Underwriters' Representative limits the number of shares to be included in a Registration pursuant to Section 8.2.2, the number of shares to be included in such Registration shall be allocated (subject to Section 8.2.2) in the following manner: The shares (other than Registrable Securities) held by officers or directors of the Company shall be excluded from such Registration and underwriting to the extent required by such limitation. If a limitation of the number of shares is still required after such exclusion, the number of shares that may be included in the Registration and underwriting by selling shareholders shall be allocated among all Holders thereof and other Holders thereofholders of securities (other than Registrable Securities) requesting and legally entitled to include such securities in such Registration, in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) which such Holders and such other holders would otherwise be entitled to include in such Registration. No Subject to the 25% limitation set forth in Section 8.2.2 hereof, no Registrable Securities or other securities excluded from the underwriting by reason of this Section 8.2.3 shall be included in the Registration Statement.

Appears in 1 contract

Samples: Investor Rights Agreement (Personify Inc)

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