Apportionment in Registrations Requested. If, in connection with a registration requested pursuant to this Section 9.1, the managing underwriter shall advise the Company in writing (with a copy to each holder of Registrable Securities requesting registration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the holders of more than 50% (by number of shares then outstanding) of the Registrable Securities requested to be included in such registration, the Company will include in such registration, to the extent of the number which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration pro rata among the holders thereof requesting such registration on the basis of the percentage of the Registrable Securities of the Company held by the holders of Registrable Securities which have requested that such Registrable Securities be included. In connection with any registration as to which the provisions of this clause (g) apply, no securities other than Registrable Securities shall be covered by such registration and if the pro ration as aforesaid results in the exclusion of in excess of 20% of the Registrable Securities originally sought to be registered, the

Apportionment in Registrations Requested. With respect to any registration requested pursuant to Section 2.1(a), if the managing underwriter shall advise the Company in writing (with a copy to each holder including Registrable Securities in such registration statement) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to the holders of more than 50% of the Registrable Securities requested to be included in such registration or would in any other manner adversely affect such offering, the number of Registrable Securities requested to be so included shall be reduced so that each seller shall be entitled to include such number of Registrable Securities, as the case may be, determined by multiplying the number of shares that such managing underwriter has advised may be included in such registration without adversely affecting the offering or the price range thereof by a fraction, the numerator of which is the number of Registrable Securities held by such seller and the denominator of which is the total number of Registrable Securities held by all Persons who are selling securities in the offering.

Apportionment in Registrations Requested. If, in connection with a registration demanded pursuant to this Section 2.1, the managing underwriter shall advise the Company in writing that, in its opinion, the number of securities requested to be included in such registration would be likely to have an adverse effect on marketing the offering, the Company will include in such registration prior to including any other shares in such registration, to the extent of the number which the Company is so advised can be sold in such offering, Series D Registrable Securities or Registrable Securities, as applicable, requested to be included in such registration pro rata among the Holders thereof requesting such registration on the basis of the percentage of the Series D Registrable Securities or Registrable Securities, as applicable, sought to be registered held by such Holders of Series D Registrable Securities or Registrable Securities, as applicable, which have requested that such Series D Registrable Securities or Registrable Securities, as applicable, be included.

Apportionment in Registrations Requested. If a registration ---------------------------------------- requested pursuant to this Section 8.a or pursuant to Section 8.b is ----------- ----------- an underwritten offering and the managing underwriter advises Buffton in writing (with a copy to the Requesting Holder and STOCK EXCHANGE AGREEMENT PAGE 28 any other stockholders who requested inclusion of Registrable Securities or other Buffton Common Stock in the registration) that, in its opinion, the number of Registrable Securities requested to be included in such registration exceeds the number that can be sold in such offering or would in any other manner adversely effect such offering, Buffton shall include in such registration all of such Registrable Securities that Buffton is advised can be sold in such offering. To the extent that such number is less than the total number of Registrable Securities and other Buffton Common Stock requested to be included in such registration, the number of Registrable Securities to be so included shall be reduced on a pro rata basis among all holders, whose Buffton Common Stock are included in such registration such that each holder whose Buffton Common Stock is so included shall be entitled to include such number of shares of Buffton Common Stock included in such offering, determined by multiplying the number of shares of Buffton Common Stock requested to be included by the Registration Rights Holders by a fraction the numerator of which is equal to the sum of the number of shares of Buffton Common Stock that such managing underwriter has advised may be included in such registration, and the denominator of which is the total number of shares of Buffton Common Stock requested to be included in such registration by all holders. Subject to the limitations on number of shares stated in Section 7.a.(2), in the event of any such reduction at the request of an underwriter, either pursuant to the initial demand registration by Xxxxxxx and/or Mathot or a subsequent one pursuant to this sentence, Xxxxxxx and Xxxxxx, and if there is no other registration within the next 12 months pursuant to which the shares unsold because of such reduction can be sold pursuant to Section 8.b, Xxxxxxx and Mathot shall be entitled to exercise one additional demand right pursuant to this Section 8.a in order to sell such unsold shares.

Apportionment in Registrations Requested. If the managing underwriter of any registration effected pursuant to this Section 1.1 shall advise the Partnership in writing (with a copy to the Company) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Partnership, the Company will include in such registration, the maximum number of Registrable Securities which the Company is so advised can be sold in such offering.

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Participation in Underwritten Registrations No Holder may participate in any Underwritten Registration hereunder unless such Holder (a) agrees to sell such Holder’s Transfer Restricted Securities on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all reasonable questionnaires, powers of attorney, indemnities, underwriting agreements, lock-up letters and other documents required under the terms of such underwriting arrangements.
Underwritten Registration or Underwritten Offering A registration in which securities of the Company are sold to an underwriter for reoffering to the public.
Participation in Underwritten Registration Notwithstanding anything herein to the contrary, no Person may participate in any underwritten registration hereunder unless such Person (i) agrees to sell its securities on the same terms and conditions provided in any underwritten arrangements approved by the Persons entitled hereunder to approve such arrangement and (ii) accurately completes and executes in a timely manner all questionnaires, powers of attorney, indemnities, custody agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.
Underwritten Registrations If any of the Transfer Restricted Securities covered by any Shelf Registration Statement are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will administer the offering will be selected by the Holders of a majority in aggregate principal amount of such Transfer Restricted Securities included in such offering, subject to the consent of the Company (which shall not be unreasonably withheld or delayed), and such Holders shall be responsible for all underwriting commissions and discounts in connection therewith. No person may participate in any underwritten registration hereunder unless such person (i) agrees to sell such person's Transfer Restricted Securities on the basis reasonably provided in any underwriting arrangements approved by the persons entitled hereunder to approve such arrangements and (ii) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements.
Non-Registration The Shareholder understands that the shares of Parent Stock have not been registered under the Securities Act of 1933, as amended (the “Securities Act”) and, if issued in accordance with the provisions of this Agreement, will be issued by reason of a specific exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Shareholder’s representations as expressed herein.
Certain Registration Matters Assuming the accuracy of the Investors’ representations and warranties set forth in Section 3.2(b)-(e), no registration under the Securities Act is required for the offer and sale of the Shares and Warrant Shares by the Company to the Investors under the Transaction Documents. The Company is eligible to register the resale of its Common Stock by the Investors on Form S-3 promulgated under the Securities Act. Except as specified in Schedule 3.1(v), the Company has not granted or agreed to grant to any Person any rights (including “piggy-back” registration rights) to have any securities of the Company registered with the Commission or any other governmental authority that have not been satisfied or exercised.
Changes After Dates in Registration Statement Since the respective dates as of which information is given in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except as otherwise specifically stated therein: (i) there has been no material adverse change in the financial position or results of operations of the Company, nor any change or development that, singularly or in the aggregate, would involve a material adverse change or a prospective material adverse change, in or affecting the condition (financial or otherwise), results of operations, business, assets or prospects of the Company and its Subsidiaries (as defined below) taken as a whole (a “Material Adverse Change”); (ii) there have been no material transactions entered into by the Company, other than as contemplated pursuant to this Agreement; (iii) there has not been any material change in the capital stock or long-term or short-term debt of the Company, (iv) there have been no transactions entered into by the Company, other than in the ordinary course of business, which are material with respect to the Company, individually or taken as a whole, (v) the Company has not sustained any material loss or interference with its business or properties from fire, explosion, flood, earthquake, hurricane, accident or other calamity, whether or not covered by insurance, or from any labor dispute or any legal or governmental proceeding and (vi) no officer or director of the Company has resigned from any position with the Company. Since the date of the latest balance sheet included in the Registration Statement, the Pricing Disclosure Package or the Prospectus, neither the Company nor any Subsidiary has incurred or undertaken any liabilities or obligations, whether direct or indirect, liquidated or contingent, matured or unmatured, or entered into any transactions, including any acquisition or disposition of any business or asset, which are material to the Company and the Subsidiaries, individually or taken as a whole, except for liabilities, obligations and transactions which are disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus.
Underwritten Registration If the registration referred to in Section 2.2(a) is proposed to be underwritten, the Company will so advise the Shareholders as a part of the written notice given pursuant to Section 2.2(a). In such event, the right of any Shareholder to registration pursuant to this Section 2.2 will be conditioned upon such Shareholder’s participation in such underwriting and the inclusion of such Shareholder’s Registrable Securities in the underwriting, and each such Shareholder will (together with the Company and the other Shareholders and other holders of securities distributing their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by the Company. If any Shareholder disapproves of the terms of the underwriting, such Shareholder may elect to withdraw therefrom by written notice to the Company, the managing underwriter and Investor.
Open registration ‐ Second level registrations in the TLD will be open and available to lawful registrants. The TLD represents a generic or dictionary term, and Registry Operator accordingly will operate it in an inclusive manner. Registry Operator will not limit registrant eligibility based on identity nor restrict availability of second level names to only registrants whose identity is associated only with the most common usage of the term. Registry Operator will not disenfranchise lawful users who are associated with a minority usage of the term.
No Piggyback on Registrations Neither the Company nor any of its security holders (other than the Purchasers in such capacity pursuant hereto) may include securities of the Company in the Registration Statement other than the Registrable Securities, and the Company shall not after the date hereof enter into any agreement providing any such right to any of its security holders.

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