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

Allocation of Shares in Piggyback Registration. If the Underwriter’s Representative limits the number of shares to be included in a Registration pursuant to Section 7.2(b), the number of shares to be included in such Registration shall be allocated (subject to Section 7.2(b)) 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 stockholders shall be allocated pro rata among all Holders requesting that their securities be included in such Registration until all shares so requested to be included by such Holders are included in the Registration; provided, however, that to the extent that the Holders would otherwise be entitled to include more shares in such Registration than can be included, then the number of shares shall be allocated among the Holders in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) that such Holders would otherwise be entitled to include in such Registration. To the extent that shares remain that may be allocated after such allocation to the Holders, then those holders of securities (other than Registrable Securities) who request and are legally entitled to include their securities in such Registration may include their shares in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) which those 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 7.2(c) shall be included in the Registration Statement.

Allocation of Shares in Piggyback Registration. If In the event that the Underwriter’s Representative limits the number of shares to be included in a Registration pursuant to Section 7.2(b10.2(b), the number of shares to be included in such the Registration shall be allocated (subject to Section 7.2(b10.2(b)) as set forth in the following manner: this Section 10.2(c). The shares (other than Registrable Securities) Securities held by officers or and directors of the Company and the Existing Shareholders shall be excluded first excluded, pro rata, from such registration the Registration and underwriting to the extent required by such the limitation. If a limitation of the remaining number of shares is still required to be included in the Registration needs to be further limited after such this exclusion, the number of shares that may to be included in the Registration and underwriting by selling stockholders shall be allocated pro rata among all Holders requesting that their securities be included in such Registration until all shares so requested to be included by such Holders are included in the Registration; provided, however, that to the extent that the Holders would otherwise be entitled to include more shares in such Registration than can be included, then the number of shares shall be allocated among the all other Holders in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) that such Holders would otherwise be entitled to include in such Registration. To the extent that shares remain that may be allocated after such allocation to the Holders, then those and other holders of securities (other than Registrable Securities) who request requesting and are legally entitled to include their securities in such that Registration may include their shares in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) which those the relevant Holders and the other holders would otherwise be entitled to include in such the Registration. For any Registration subsequent to an initial public offering, the number of Registrable Securities that may be included in the Registration and underwriting under Section 10.2(c) shall not be reduced to less than 25% of the aggregate securities included in the Registration without the prior consent of at least a majority of the Holders who have requested their shares to be included in the Registration and underwriting. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 7.2(c10.2(c) shall be included in the Registration Statement.

Allocation of Shares in Piggyback Registration. If In the Underwriter’s event that the Underwriters’ Representative limits the number of shares to be included in a Registration pursuant to Section 7.2(b4.2(b), the number of shares Registrable Securities to be included in such the Registration shall be allocated (subject allocated, first, to Section 7.2(b)) the Company; second, to all Holders requesting inclusion of their respective Registrable Securities in such Registration Statement on a pro rata basis based on the following manner: The shares (other than number of Registrable Securities) Securities held by officers or directors all such selling Holders at the time of filing the Registration Statement; and third, to any other shareholders of the Company shall be excluded from such registration and underwriting to requesting inclusion of their shares in the extent required by such limitation. If a limitation of Registration, provided, however, that the number of Registrable Securities to be included in any such underwriting held by the Holders shall not be reduced unless all shares that are not Registrable Securities are first entirely excluded from the underwriting. For purposes of the preceding sentence concerning apportionment, for any selling Holder of Registrable Securities that is still required after a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and shareholders of such exclusionHolder, 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 “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. For any Registration subsequent to an Initial Public Offering, the number of shares that may be included in the Registration and underwriting by selling stockholders under this Section 4.2(c) shall not be allocated pro rata among all Holders requesting that their reduced to less than thirty (30%) of the aggregate securities be included in such Registration until all shares so requested to be included by such Holders are included in the Registration; provided, however, that to the extent that the Holders would otherwise be entitled to include more shares in such Registration than can be included, then the number of shares shall be allocated among the Holders in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) that such Holders would otherwise be entitled to include in such Registration. To the extent that shares remain that may be allocated after such allocation to the Holders, then those holders of securities (other than Registrable Securities) who request and are legally entitled to include their securities in such Registration may include their shares in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) which those 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 7.2(c4.2(c) shall be included in the Registration Statement.

Allocation of Shares in Piggyback Registration. If In the Underwriter’s event that the Underwriters’ Representative limits the number of shares to be included in a Registration pursuant to Section 7.2(b4.2(b), the number of shares Registrable Securities to be included in such the Registration shall be allocated (subject allocated, first, to Section 7.2(b)) the Company; second, to all Holders requesting inclusion of their respective Registrable Securities in such Registration Statement on a pro rata basis based on the respective number of Registrable Securities requested by such selling Holders to be included in the following manner: The Registration; and third, to any other shareholders of the Company requesting inclusion of their shares (other than Registrable Securities) held in the Registration pro rata on the basis of the respective number of shares that such other holders would otherwise be entitled to include in the Registration; provided, however, that, solely with respect to the Company’s Initial Public Offering, the number of Registrable Securities to be included in the Registration shall be allocated, first, to the Company; second, to Chaview; third, to all Holders (excluding Chaview) requesting inclusion of their respective Registrable Securities in such Registration Statement on a pro rata basis based on the respective number of Registrable Securities requested by officers or directors such selling Holders to be included in the Registration; and fourth, to any other shareholders of the Company shall be excluded from such registration and underwriting to requesting inclusion of their shares (other than Registrable Securities) in the extent required by such limitation. If a limitation Registration pro rata on the basis of the respective number of shares that such other holders would otherwise be entitled to include in the Registration. For purposes of the preceding sentence concerning apportionment, for any selling Holder of Registrable Securities that is still required after a venture capital fund, partnership or corporation, the affiliated venture capital funds, partners, retired partners and shareholders of such exclusionHolder, 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 “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. For any Registration subsequent to an Initial Public Offering, the number of shares that may be included in the Registration and underwriting by selling stockholders under this Section 4.2(c) shall not be allocated pro rata among all Holders requesting that their securities be included in such Registration until all shares so reduced to less than thirty (30%) of the aggregate Registrable Securities requested to be included by such in the Registration without the consent of Holders are of at least a majority of the Registrable Securities requested to be included in the Registration; provided, however, that to the extent that the Holders would otherwise be entitled to include more shares in such Registration than can be included, then the number of shares shall be allocated among the Holders in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) that such Holders would otherwise be entitled to include in such Registration. To the extent that shares remain that may be allocated after such allocation to the Holders, then those holders of securities (other than Registrable Securities) who request and are legally entitled to include their securities in such Registration may include their shares in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) which those 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 7.2(c4.2(c) shall be included in the Registration Statement.

Allocation of Shares in Piggyback Registration. If In the event that ---------------------------------------------- the Underwriter’s 's Representative limits the number of shares to be included in a Registration pursuant to Section 7.2(b5.2.2(b), the number of shares to be included in such Registration shall be allocated (subject to Section 7.2(b5.2.2(b)) 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 exclusionshares, the number of shares if any, that may be included in the Registration and underwriting by selling stockholders shall be allocated pro rata among all Holders requesting that their securities be included in such Registration until all shares so requested to be included by such Holders are included in the Registration; provided, however, that to the extent that the Holders would otherwise be entitled to include more shares in such Registration than can be included, then the number of shares shall first be allocated among all the requesting Holders in proportion, as nearly as practicable, pro rata according to the respective amounts of securities (including Registrable Securities) that such Holders would otherwise be Securities entitled to include be included in such Registration. To the extent that shares remain that may be allocated after offering by such allocation to the Holders, requesting Holders and then those among all other holders of securities (other than Registrable Securities) who request Securities requesting and are legally entitled to include their securities shares in such Registration may include their shares Registration, in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) which those 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 7.2(c5.2.2(c) shall be included in the Registration Statement.. To facilitate the allocation of shares in accordance with the above provisions, the Company or the Underwriter's Representative may round the number of shares allocated to any Holder to the nearest 100 shares. The Company covenants and agrees that it will not permit the holders of the Company's Common Stock as of the date of this Agreement to exercise piggyback registration rights in a manner pari passu or senior to those of the Holders of Registrable Securities. ---- -----

Allocation of Shares in Piggyback Registration. If In the ---------------------------------------------- event that the Underwriter’s 's Representative limits and the Company limit the number of shares to be included in a Registration pursuant to Section 7.2(b8.2(b), the number of shares to be included in such Registration shall be allocated (subject to Section 7.2(b)) 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 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 held by all other holders of securities (other than Registrable Securities) requesting and underwriting by selling stockholders shall be allocated pro rata among all Holders requesting that their legally entitled to include such securities be included in such Registration until all shares so requested to shall be included by excluded from such Holders are included in the Registration; provided, however, that registration and underwriting to the extent that the Holders would otherwise be entitled to include more shares in required by such Registration than can be includedlimitation, then the number of shares shall be allocated among the Holders in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) that which such Holders other holders would otherwise be entitled to include in such Registration. To If a limitation of the number of shares is still required after such exclusion, first Registrable Securities held by Founders shall be excluded from such registration and underwriting to the extent that required by such limitation and, thereafter, the number of shares remain that may be allocated after such allocation to the Holders, then those holders of securities (held by all other than Registrable Securities) who request Holders thereof requesting and are legally entitled to include their such securities in such Registration may include their shares of securities shall be excluded from such registration and underwriting to the extent required by such limitation, in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) which those such other holders would otherwise be entitled to include in such Registration; provided, however, that in the case of an offering to which Section 7.5(b) applies, the number of shares of Registrable Securities held by Initiating Holders to be included in such Registration and underwriting shall not be limited to less than twenty percent (20%) 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 7.2(c8.2(c) shall be included in In the Registration Statement.

Allocation of Shares in Piggyback Registration. If the Underwriter’s Representative limits the number of shares to be included in a Registration pursuant to Section 7.2(b8.2(b), the number of shares to be included in such Registration shall be allocated (subject to Section 7.2(b8.2(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 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 stockholders shall be allocated pro rata among all Holders requesting that their securities be included in such Registration until all shares so requested to be included by such Holders are included in the Registration; provided, however, that to the extent that the Holders would otherwise be entitled to include more shares in such Registration than can be included, then the number of shares shareholders shall be allocated among the all other Holders in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) that such Holders would otherwise be entitled to include in such Registration. To the extent that shares remain that may be allocated after such allocation to the Holders, then those thereof and other holders of securities (other than Registrable Securities) who request requesting and are legally entitled to include their such securities in such Registration may include their shares Registration, in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) which those such Holders and such other holders would otherwise be entitled to include in such RegistrationRegistration subject to subsection 8.2(b)(ii); provided, however, that notwithstanding any provision to the contrary in this Agreement, including without limitation this Section 8, the following shareholders of the Company or their affiliates (the “Selling Shareholders”) may sell in the Company’s initial Registered public offering up to the number shares of the Company Common Stock indicated below opposite their names: Atmel Corporation 500,000 Xxx Xxxxx 61,607 Xxxx Xxxxxxx 13,575 Xxxx Xxxxxxx 85,513 Xxxxxx Xxxxx 10,000 In such event, provided that the Underwriter’s Representative advises the Company that some Registrable Securities should be excluded from participating in the Company’s initial Registered public offering due to market factors, then the Selling Shareholders may participate in the Company’s initial Registered offering to the extent indicated above notwithstanding that Registrable Securities held by the Holders, other than the Selling Shareholders, shall not be entitled to participated in the Company’s initial Registered offering. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 7.2(c8.2(c) shall be included in the Registration Statement.” 5. This Amendment shall be effective when executed by the Company and by persons holding a majority of the Registrable Securities, calculated on an as-converted basis. 6. This Amendment, together with the Rights Agreement, and the documents referenced herein and therein, constitute the full and entire understanding and agreement among the parties with regard to the subjects hereof and thereof. 7. This Agreement may be executed in two or more counterparts, including by facsimile, each of which shall constitute an original but all of which shall constitute one and the same instrument.

Allocation of Shares in Piggyback Registration. If In the event that the Underwriter’s 's Representative limits the number of shares to be included in a Registration pursuant to Section 7.2(b)3.2.2, the number of shares to be included in excluded from such Registration shall be allocated (subject to Section 7.2(b)) in the following mannerorder of priority: The shares (other than Registrable Securitiesi) Common Stock held by officers or directors of persons who are not contractually entitled to include shares in such Registration; (ii) Common Stock held by persons who possess the Company 1998 Rights; and (iii) Common Stock held by persons who possess registration rights granted prior to the 1998 Rights. If Registrable Securities and other securities possessing the 1998 Rights shall be only partially excluded from such registration Registration and underwriting (and assuming that all securities bearing registration rights prior to the extent required by such limitation. If a limitation of 1998 Rights that are requested to be registered are so registered and included in the underwriting), then the number of shares is still required after such exclusion, the number of shares Common Stock that may be included in the Registration and underwriting by selling stockholders shall be allocated pro rata among all Holders requesting that their securities be included in such Registration until all shares so requested to be included by such Holders are included in holders of the Registration; provided, however, that to 1998 Rights (including the extent that the Holders would otherwise be entitled to include more shares in such Registration than can be included, then the number of shares Registrable Securities) shall be allocated among the Holders in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) that Stockholder and other such Holders would otherwise be entitled to include in such Registration. To the extent that shares remain that may be allocated after such allocation to the Holders, then those holders of securities (other than Registrable Securities) who request and are legally entitled to include their securities in such Registration may include their shares in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) which those such Stockholder 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 7.2(c) 3.2.3 shall be included in the Registration Statement.

Allocation of Shares in Piggyback Registration. If the Underwriter’s 's Representative limits the number of shares to be included in a Registration pursuant to Section 7.2(b8.2(b), the number of shares to be included in such the Registration shall be allocated (subject to Section 7.2(b)) in the following manner: The shares among all other Holders and other holders of securities (other than Registrable Securities) held by officers or directors requesting and legally entitled to include securities in that Registration, in the following order of priority: (i) first, to the Company shall be excluded from such registration and underwriting Company, to the extent required by such limitation. If a limitation it is offering shares for its own account; and (ii) next, to Holders requesting inclusion of the number of shares is still required after such exclusion, the number of shares that may be included Registrable Securities in the Registration and underwriting by selling stockholders shall be allocated pro rata among all Holders requesting that their securities be included in such Registration until all shares so requested to be included by such Holders are included in the Registration; providedoffering, however, that to the extent that the Holders would otherwise be entitled to include more shares in such Registration than can be included, then the number of shares shall be allocated among the Holders in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) that ), which such Holders would otherwise be entitled to include in such the Registration. To the extent that shares remain that may be allocated after such allocation ; and (iii) next, to the Holders, then those other holders requesting inclusion of such securities (other than Registrable Securities) who request and are legally entitled to include their securities in such Registration may include their shares the offering, in proportion, as nearly as practicable, practicable to the respective amounts of securities (including Registrable Securities) which those such other holders would otherwise be entitled to include in such the Registration. For any Registration subsequent to an initial public offering, the number of Registrable Securities that may be included in the Registration and underwriting under Section 8.2(b)(ii) shall not be reduced to less than thirty-five percent (35%) of the aggregate Registrable Securities requested to be included in the Registration without the prior consent of at least a majority of the Holders who have requested their Registrable Securities be included in the Registration and underwriting. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 7.2(c8.2(c) shall be included in the Registration Statement. To facilitate the allocation of shares in accordance with the above provisions, the Company and the Underwriters' Representative may round the number of shares allocated to any Holder to the nearest 100 shares.

Allocation of Shares in Piggyback Registration. If In the event that the Underwriter’s Representative limits the number of shares to be included in a Registration pursuant to Section 7.2(b6.2(b), the number of shares to be included in such Registration shall be allocated (subject to Section 7.2(b6.2(b)) 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 stockholders shall be allocated pro rata among all Holders requesting that their securities be included in such Registration until all shares so requested to be included by such Holders are included in the Registration; provided, however, that to the extent that the Holders would otherwise be entitled to include more shares in such Registration than can be included, then the number of shares shall be allocated among the Holders in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) that such Holders would otherwise be entitled to include in such Registration. To the extent that shares remain that may be allocated after such allocation to the Holders, then those thereof and other holders of securities (other than Registrable Securities) who request requesting and are legally entitled to include their such securities in such Registration may include their shares Registration, in proportion, as nearly as practicable, to the respective amounts of securities (including Registrable Securities) which those such Holders and such other holders would otherwise be entitled to include in such Registration; provided, however, that notwithstanding any provision to the contrary in this Agreement, including without limitation this Section 6, Xxxx Xxxxxxxxxx, or a member of his immediate family (“Xxxxxxxxxx”), may sell in the Company’s initial Registered public offering up to Seven Hundred Fifty Thousand (750,000) shares of the Company’s Common Stock. In such event, provided that the Underwriter’s Representative advises the Company that no Registrable Securities may be included in the initial Registered public offering due to market factors, then no Holder, other than Xxxxxxxxxx, shall be entitled to exercise piggyback registration rights pursuant to this Agreement in connection with such offering. No Registrable Securities or other securities excluded from the underwriting by reason of this Section 7.2(c6.2(c) shall be included in the Registration Statement. 4. This Agreement may be executed in two or more counterparts, including by facsimile, each of which shall constitute an original but all of which shall constitute one and the same instrument.