Cutback Provisions. In the event all of the Registrable Securities cannot be or are not included in a Registration Statement due to Commission Comments or Underwriter Cutbacks, the Company and the Stockholders agree that securities shall be removed from such Registration Statement in the following order until no further removal is required by Commission Comments or Underwriter Cutbacks:
(i) First, any securities held by any former employee, consultant or affiliate of the Company shall be removed, pro rata based on the number of securities being registered for such former employees, consultants or affiliates held by all of the former employees of the Company and any of their affiliates and successors in interest, whether pursuant to agreement or otherwise and any other person with any registration rights outstanding on the date hereof;
(ii) Second, the securities held by National Securities Corporation (“National Securities”) and its members and affiliates, if any, obtained solely by reason of providing services to the Company, which are being registered pursuant to any registration rights agreement or otherwise (for clarity, any securities held by National Securities or its members or affiliates which were acquired upon payment of a purchase price in cash or property will not be subject to this provision (c)(ii)); and
(iii) Third, the Registrable Securities held by the Stockholders that are requested to be included in the Registration Statement shall be removed, pro rata based on the number of Registrable Shares held by each Stockholder in comparison to the number of Registrable Securities held by all Stockholders who have requested to include any Registrable Securities in the Registration Statement.
Cutback Provisions. In the event all of the Registrable Securities of the Holders cannot be included in a Registration Statement under Sections 1(a), 1(c) or 1(d) hereof due to Commission Comments or underwriter cutbacks, then the Company, unless otherwise prohibited by the Commission, shall cause the Registrable Securities of the Holders to be included in such Registration Statement to be reduced pro rata based on the number of registrable securities held by all holders of registration rights.
Cutback Provisions. All offerings made in respect of Demand Registrations shall be subject to the limitations set forth in Section 6.10.
Cutback Provisions. 10 ARTICLE V Incidental or "Piggy-Back" Registration....................................................... 10
Cutback Provisions. In the event all of the Registrable Securities cannot be included in a specific Registration Statement due to Commission Comments, the Holders agree that securities shall be removed from such Registration Statement in the following order until no further removal is required by Commission Comments:
(i) First, any securities included in the Registration Statement other than Registrable Securities shall be removed;
(ii) Second, the Registrable Securities held by the Holders and their respective transferees shall be removed, pro rata based on the number of such Registrable Securities held by the Holders and their respective transferees.
Cutback Provisions. In the event all of the Registrable Securities cannot be included in a Registration Statement due to Commission Comments or underwriter cutbacks, the Company and the Purchaser agree that securities shall be removed from such Registration Statement in the following order until no further removal is required by Commission Comments or underwriter cutbacks:
(i) If the Registration Statement includes any securities to be offered for the account of the Company, then
(A) First, any securities held by any Person whose securities are included thereon pursuant to any registration rights now in effect or hereafter in effect, other than the Company and Purchaser; and
(B) Second, that number of the Registrable Securities held by the Purchaser necessary to permit the Registration Statement to be declared effective in accordance with the Commission Comments.
(ii) If the Registration Statement does not include any securities to be offered for the account of the Company and includes only those securities to be offered by any other Person and the Purchaser, then there will be removed that number of securities of the other Person and of the Registrable Securities that is pro rata to the aggregate number of securities of the other Person and the Registrable Securities initially intended to be included on the Registration Statement.
Cutback Provisions. Registration rights will be subject to a customary underwriter “cutback” provision that would permit the underwriters to reduce the number of shares to be sold in an offering on a pro rata basis if required for marketing reasons.
Cutback Provisions. In the event all of the Registrable Securities cannot be included in a Registration Statement under the piggyback registration right due to Commission Comments or underwriter cutbacks, the Holder agrees that securities shall be removed from such Registration Statement in the following order until no further removal is required by Commission Comments or underwriter cutbacks:
(i) First, the Registrable Securities to be issued on conversion of the Loan, shall be removed pro rata among the Holders on the one hand and any other securities being registered pursuant to registration rights agreements with the Company for Common Stock on the other hand; and
(ii) Second, the Registrable Securities to be issued on exercise of the Warrants, pro rata among the Holders on the one hand and any other securities being registered pursuant to registration rights agreements with the Company for Common Stock on the other hand after reduction pursuant to the immediately preceding paragraph.
Cutback Provisions. With respect to any Registration described in Section 2(e) hereof, in the event all of the Registrable Securities cannot be included in a Registration Statement due to SEC Guidance or underwriter cutbacks, the Holders agree that the Registrable Securities may be removed from such Registration Statement as is required by SEC Guidance or underwriter cutbacks prior to removal of any securities offered for sale by the Company in connection with a primary offering of its securities (“Company Securities”). Additionally, unless (i) otherwise agreed to by Holders holding a Majority-in-Interest of the then outstanding Registrable Securities or (ii) required by any SEC Guidance, all securities other than the Company Securities shall be removed from any such Registration Statement prior to the removal of any of the Registrable Securities.
Cutback Provisions. In the event all of the Registrable Securities of the Holders and all of the Investor Registrable Securities cannot be included in a Registration Statement due to Commission Comments or underwriter cutbacks, the Holders agree that their Registrable Securities shall be removed from such Registration Statement prior to the removal of any Investor Registrable Securities. In the event all of the Registrable Securities of the Holders cannot be included in a Registration Statement under Section 1(a) or Section 1(b) hereof due to Commission Comments or underwriter cutbacks, then the Company, unless otherwise prohibited by the Commission, shall cause the Registrable Securities of the Holders to be included in such Registration Statement to be reduced pro rata based on the number of Registrable Securities held by all of the Holders.
