Common use of APPORTIONMENT IN "PIGGYBACK Clause in Contracts

APPORTIONMENT IN "PIGGYBACK. REGISTRATIONS. If the managing underwriter of such underwritten offering shall inform the Company and the Holders of the Holder Securities requesting such registration in writing of its belief that the aggregate number of shares of Common Stock requested to be included in such registration (including any securities of other securityholders of the Company included in such registration pursuant to the terms of the Original Registration Rights Agreement) exceeds the number which can be sold in (or during the time of) such offering or that the inclusion would adversely affect the marketing or the selling price of the Common Stock to be sold by the Company therein, then the Company may include all securities proposed by the Company to be sold for its own account and may decrease or eliminate the number of Holder Securities requested to be included in such registration to the extent necessary to reduce the number of shares of Common Stock to be included in the registration to the level recommended by the managing underwriter. In the event that such a reduction is necessary, the number of Holder Securities to be included in such registration shall be reduced, on a pro rata basis among Holders (based on the total number of shares of Common Stock owned by Holders and other parties (but excluding for purposes of this calculation Common Stock which constitutes Registrable Inside Shareholder Securities and Registrable Securities) and requested to be included in such registration), prior to any reduction in the number of Registrable Inside Shareholder Securities and Registrable Securities to be included in such registration.

APPORTIONMENT IN "PIGGYBACK. REGISTRATIONS. If the managing underwriter of such underwritten offering shall inform the Company and the Holders of the Holder Securities requesting such registration in writing of its belief that the aggregate number of shares of Common Stock requested to be included in such registration (including any securities of other securityholders security holders of the Company included in such registration pursuant to the terms of the Original Registration Rights Agreement) exceeds the number which can be sold in (or during the time of) such offering or that the inclusion would adversely affect the marketing or the selling price of the Common Stock to be sold by the Company therein, then the Company may include all securities proposed by the Company to be sold for its own account and may decrease or eliminate the number of Holder Securities requested to be included in such registration to the extent necessary to reduce the number of shares of Common Stock to be included in the registration to the level recommended by the managing underwriter. In the event that such a reduction is necessary, the number of Holder Securities to be included in such registration shall be reduced, on a pro rata basis among Holders and the other parties requesting registration (based other than holders of Registrable Inside Shareholder Securities and Registrable Securities)(based on the total number of shares of Common Stock owned by Holders and such other parties (but excluding for purposes of this calculation Common Stock which constitutes Registrable Inside Shareholder Securities and Registrable Securities) and requested to be included in such registration), prior to any reduction in the number of Registrable Inside Shareholder Securities and Registrable Securities to be included in such registration.

APPORTIONMENT IN "PIGGYBACK. REGISTRATIONS. If the managing underwriter of such underwritten offering shall inform the Company and the Holders of the Holder Securities requesting such registration in writing of its belief that the aggregate number of shares of Common Stock requested to be included in such registration (including any securities of other securityholders security holders of the Company included in such registration pursuant to the terms of the Original Registration Rights Agreement) exceeds the number which can be sold in (or during the time of) such offering or that the inclusion would adversely affect the marketing or the selling price of the Common Stock to be sold by the Company therein, then the Company may include all securities proposed by the Company to be sold for its own account and may decrease or eliminate the number of Holder Securities requested to be included in such registration to the extent necessary to reduce the number of shares of Common Stock to be included in the registration to the level recommended by the managing underwriter. In the event that such a reduction is necessary, the number of Holder Securities to be included in such registration shall be reduced, on a pro rata basis among Holders and the other parties requesting registration (other than holders of Registrable Inside Shareholder Securities and Registrable Securities) (based on the total number of shares of Common Stock owned by Holders and such other parties (but excluding for purposes of this calculation Common Stock which constitutes Registrable Inside Shareholder Securities and Registrable Securities) and requested to be included in such registration), prior to any reduction in the number of Registrable Inside Shareholder Securities and Registrable Securities to be included in such registration.