Common use of Inclusion of Additional Shares Clause in Contracts

Inclusion of Additional Shares. (a) The Company may include in a registration pursuant to this Article II securities for its own account and by other third parties in amounts as determined by the Company's Board of Directors. To the extent the Company includes in such registration statement securities for its own account or held by other parties, the Company shall take all actions it deems reasonably necessary to ensure that security holders of the Company, whether or not holding contractual registration rights, shall not have the right to exclude from any registration initiated pursuant to this Article II any Registrable Securities of the Holder. (b) The Company may enter into an underwriting agreement in customary form with the underwriter or representative of the underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.2, if the underwriter or underwriters' representative advises the Holder in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Company, the securities held by officers, directors or employees of the Company and the securities held by other third parties shall be excluded from the underwriting by reason of the underwriter's marketing limitation to the extent so required by such limitation. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. (c) If the Holder disapproves of the terms of the underwriting, the Holder's sole remedy shall be to withdraw therefrom by written notice to the Company and the underwriter or the underwriters' managing representative. The Holder shall be deemed to have withdrawn if the Holder fails to execute underwriting documents in customary form requested by the underwriter or the underwriters' managing representative within the time period requested for execution of such documents.

Inclusion of Additional Shares. (a) The Company may include in a registration pursuant to this Article II Section 3 securities for its own account account, and by other third parties (including officers and employees of the Company) and shares of Common Stock held by any Founder, in amounts as determined by the Company's Board of Directors. To the extent the Company includes securities for its own account, held by other parties in such registration statement securities for its own account or shares of Common Stock held by other partiesany Founder, the Company shall take all actions it deems reasonably necessary or advisable in order to ensure that the Company and security holders of the Company, whether or not holding contractual registration rights, shall not have the right to exclude from any registration initiated pursuant to this Article II Section 3 any Registrable Securities of with respect to which any Purchaser has requested registration. If requested, the Holder. Company shall (btogether with all officers, directors, Founders and other third parties proposing to distribute their securities through such underwriting) The Company may enter into an underwriting agreement in customary form with the underwriter or representative of the underwriter or underwriters selected for such underwritingunderwriting by the Company. Notwithstanding any other provision of this Section 2.23.3, if the underwriter or underwriters' representative advises the Holder shareholders registering shares of Common Stock in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Company, the securities held by officers, officers or directors or employees of the Company Company, shares of Common Stock held by Founders (excluding such Registrable Securities held by any Investor subject to such registration) and the securities held by other third parties shall be excluded from the underwriting before any securities held by a Purchaser by reason of the underwriter's marketing limitation to the extent so required by such limitationlimitation as follows: (a) first, the securities held by such other shareholders distributing their securities through such underwriting shall be excluded, (b) if after all securities held by such other shareholders have been excluded and any additional shares must be excluded, securities of the Company shall be excluded, and (c) if after all securities held by the Company and such other shareholders have been excluded, and any additional shares shall be excluded, Registrable Securities of the Purchasers shall be excluded in a manner such that the number of any Registrable Securities that may be included by such Purchasers are allocated in proportion, as nearly as practicable to the amounts of Registrable Securities held by such Purchasers. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to the Holder or other holders to the nearest 100 shares. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. . If any officer, director or other shareholder (cincluding Purchasers) If the Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, such person may elect to withdraw from the Holder's sole remedy underwriting and shall be to withdraw excluded from registration therefrom by written notice to the Company Company, the underwriter and the underwriter or Purchasers requesting registration. If any Purchaser has made a Registration Request under Section 3.1 above and less than 65% of such Purchaser's Registrable Securities listed in the underwriters' managing representative. The Holder Registration Request are included in the registration by reason of the underwriter's marketing limitation, such Registration Request shall not be deemed to have withdrawn if the Holder fails to execute underwriting documents in customary form requested by the underwriter or the underwriters' managing representative within the time period requested for execution of such documentsbe a demand registration under Section 3.1 above. SECTION 4.

Inclusion of Additional Shares. (a) The Company NDCHealth may include in a registration pursuant to this Article II securities for its own account and by other third parties (including officers and employees of NDCHealth or any party to whom similar registration rights have been granted), in amounts as determined by the Company's NDCHealth’s Board of Directors. To the extent the Company NDCHealth includes in such registration statement securities for its own account or held by other parties, the Company NDCHealth shall take all actions it deems reasonably necessary to ensure that security holders of the CompanyNDCHealth, whether or not holding contractual registration rights, shall not have the right to exclude from any registration initiated pursuant to this Article II any Registrable Securities of the Holder. (b) The Company NDCHealth may enter into an underwriting agreement in customary form with the underwriter or representative of the underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.2, if the underwriter or underwriters' ’ representative advises the Holder in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities of the CompanyNDCHealth, the securities held by officers, officers or directors or employees of the Company NDCHealth and the securities held by other third parties shall be excluded from the underwriting by reason of the underwriter's ’s marketing limitation to the extent so required by such limitation. No securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. (c) If the Holder disapproves of the terms of the underwriting, the Holder's ’s sole remedy shall be to withdraw therefrom by written notice to the Company NDCHealth and the underwriter or the underwriters' ’ managing representative. The Holder shall be deemed to have withdrawn if the Holder fails to execute underwriting documents in customary form requested by the underwriter or the underwriters' ’ managing representative within the time period requested for execution of such documents.

Inclusion of Additional Shares. (a) The Company may include in a registration pursuant to this Article II Section 3 securities for its own account and by other third parties parties, in amounts as determined by the Company's Board of Directors. To the extent the Company includes in such registration statement securities for its own account or held by other partiesparties in such registration statement, the Company shall take all actions it deems reasonably necessary or advisable in order to ensure that security holders of the Company, whether or not holding contractual registration rights, shall not have the right to exclude from any registration initiated pursuant to this Article II Section 3 any Registrable Securities of or Employee Registrable Securities with respect to which any Preferred Holder or Key Management Holder, as the Holder. case may be, has requested registration. If requested, and provided the underwriter or underwriters are reasonably satisfactory to the Company, the Company shall (btogether with all officers, directors and other third parties proposing to distribute their securities through such underwriting) The Company may enter into an underwriting agreement in customary form with the underwriter or representative of the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.23.4, if the underwriter or underwriters' representative advises the Holder stockholders registering shares of Common Stock in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Company, the securities held by officers, officers or directors or employees of the Company (excluding such Registrable Securities or Employee Registrable Securities held by any Preferred Holder or Key Management Holder, as the case may be, subject to such registration) and the securities held by other third parties shall be excluded from the underwriting by reason of the underwriter's marketing limitation to the extent so required by such limitation. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. . If any officer, director or other stockholder (cincluding Preferred Holders and Key Management Holders) If the Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, the Holder's sole remedy shall be such person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the underwriter or the underwriters' managing representative. The Holder shall be deemed to have withdrawn if the Holder fails to execute underwriting documents in customary form requested by the underwriter or the underwriters' managing representative within the time period requested for execution of such documentsPreferred Holders and Key Management Holders requesting registration.

Inclusion of Additional Shares. (a) The Company may include in a registration pursuant to this Article II Section 3 securities for its own account and by other third parties (including officers and employees of the Company), in amounts as determined by the Company's Board of DirectorsDirectors (the "Additional Securities"). To In the extent the Company includes event that such Additional Securities are included in such a registration statement securities for its own account or held by other parties, the Company shall take all actions it deems reasonably necessary to ensure that security holders of the Company, whether or not holding contractual registration rights, shall not have the right to exclude from any registration initiated pursuant to this Article II any Registrable Securities of the Holder. (b) The Company may enter into an underwriting agreement in customary form with the underwriter or representative of the underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.23, and if the underwriter or underwriters' representative of such registration advises the Holder stockholders or the Company registering shares of Common Stock in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Registrable Securities of the Holders, the securities of the Company, the securities held by officers, officers or directors or employees of the Company and the securities held by other third parties shall be excluded from the underwriting by reason of the underwriter's marketing limitation to the extent so required by such limitation, PROVIDED that the number of shares of Registrable Securities and other securities that may be included in the registration and underwriting shall be allocated among the Holders, any other participating stockholders and the Company in proportion, as nearly as practicable, to the respective amounts of Registrable Securities or other securities proposed to be offered by each Holder, other stockholder or the Company in such registration. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. . If any officer, director or other stockholder (cincluding Holders) If the Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, the Holder's sole remedy shall be such person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the underwriter Holders requesting registration. In the event that 20% or more of the underwriters' managing representative. The Registrable Securities proposed to be offered by any Holder in a registration pursuant to this Section 3 are excluded from such proposed registration in accordance with the terms of this Section 3.3, then the Holders as a group shall be deemed entitled to have withdrawn if an additional demand registration pursuant to the Holder fails to execute underwriting documents in customary form requested by the underwriter or the underwriters' managing representative within the time period requested for execution terms of such documentsthis Section 3.

Inclusion of Additional Shares. (a) The Company may include in a ------------------------------ registration pursuant to this Article II Section 3 securities for its own account and by other third parties (including officers and employees of the Company), in amounts as determined by the Company's Board of DirectorsDirectors (the "Additional Securities"). To In the extent the Company includes event that such Additional Securities are included in such a registration statement securities for its own account or held by other parties, the Company shall take all actions it deems reasonably necessary to ensure that security holders of the Company, whether or not holding contractual registration rights, shall not have the right to exclude from any registration initiated pursuant to this Article II any Registrable Securities of the Holder. (b) The Company may enter into an underwriting agreement in customary form with the underwriter or representative of the underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.23, and if the underwriter or underwriters' representative of such registration advises the Holder stockholders or the Company registering shares of Common Stock in writing that marketing factors require a limitation on the number of shares to be underwritten, then the Registrable Securities of the Investor Holders, the securities of the Company, the securities held by officers, officers or directors or employees of the Company and the securities held by other third parties shall be excluded from the underwriting by reason of the underwriter's marketing limitation to the extent so required by such limitationlimitation as follows: (a) first, the securities held by officers or directors of the Company or other third parties shall be excluded in a manner such that the number of any shares that may be included by such holders are allocated in proportion, as nearly as practicable to the amounts of such securities proposed to be offered by such persons in such registration, (b) if after all securities held by officers or directors of the Company or other third parties have been excluded and additional shares shall be excluded, securities of the Company shall be excluded, and (c) last, if after all securities of the Company or held by officers or directors of the Company or other third parties have been excluded and additional shares shall be excluded, Registrable Securities of the Investor Holders shall be excluded in a manner such that the number of any Registrable Securities that may be included by such Investor Holders are allocated in proportion, as nearly as practicable to the amounts of Registrable Securities held by such Investor Holders. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. . If any officer, director or other stockholder (cincluding Investor Holders) If the Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, the Holder's sole remedy shall be such person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the underwriter Investor Holders requesting registration. In the event that the Company has substantially prepared and has filed, or is in a position to file, a registration statement pursuant to this Section 3, and such registration does not become effective by reason of the refusal of the Investor Holders to proceed (other than refusal to proceed based upon the existence in the registration statement, or the underwriters' managing representative. The Holder prospectus contained therein, of an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading), then a demand registration shall be deemed to have withdrawn if the Holder fails to execute underwriting documents in customary form requested been effected by the underwriter Company at the request of the Investor Holders. In the event that 50% or more of the underwriters' managing representative within Registrable Securities proposed to be offered by any Investor Holder in a registration pursuant to this Section 3 are excluded from such proposed registration as a result of the time period requested for execution underwriter's marketing limitation, then the Investor Holders shall be entitled to an additional demand registration pursuant to the terms of such documentsthis Section 3.

Inclusion of Additional Shares. (a) The Company may include in a ------------------------------ registration pursuant to this Article II Section 3 securities for its own account and by other third parties (including officers and employees of the Company), in amounts as determined by the Company's Board of DirectorsDirectors (the "Additional Securities"). To In the extent the Company includes event that such Additional Securities are included in such a registration statement securities for its own account or held by other parties, the Company shall take all actions it deems reasonably necessary to ensure that security holders of the Company, whether or not holding contractual registration rights, shall not have the right to exclude from any registration initiated pursuant to this Article II any Registrable Securities of the Holder. (b) The Company may enter into an underwriting agreement in customary form with the underwriter or representative of the underwriters selected for such underwriting. Notwithstanding any other provision of this Section 2.23, and if the underwriter or underwriters' representative of such registration advises the Holder stockholders or the Company registering shares of Common Stock in writing that marketing factors require a limitation on the number of shares to be underwritten, then the securities Registrable Securities of the CompanyInvestor Holders, the securities held by officers, directors or employees of the Company and the securities held by stockholders other third parties than the Investor Holders shall be excluded from the underwriting by reason of the underwriter's marketing limitation to the extent so required by such limitationlimitation as follows: (a) first, the securities held by stockholders other than the Investor Holders shall be excluded in a manner such that the number of any shares that may be included by such holders are allocated in proportion, as nearly as practicable to the amounts of such securities proposed to be offered by such persons in such registration, (b) if after all securities held by stockholders other than the Investor Holders have been excluded and additional shares shall be excluded, securities of the Company shall be excluded, and (c) last, if after all securities of the Company and securities held by stockholders other than the Investor Holders have been excluded and additional shares shall be excluded, Registrable Securities of the Investor Holders shall be excluded in a manner such that the number of any Registrable Securities that may be included by such Investor Holders are allocated in proportion, as nearly as practicable to the amounts of Registrable Securities held by such Investor Holders. No securities excluded from the underwriting by reason of the underwriter's marketing limitation shall be included in such registration. . If any officer, director or other stockholder (cincluding Investor Holders) If the Holder who has requested inclusion in such registration as provided above disapproves of the terms of the underwriting, the Holder's sole remedy shall be such person may elect to withdraw therefrom by written notice to the Company Company, the underwriter and the underwriter Investor Holders requesting registration. In the event that the Company has substantially prepared and has filed, or is in a position to file, a registration statement pursuant to this Section 3, and such registration does not become effective by reason of the refusal of the Investor Holders to proceed (other than refusal to proceed based upon the existence in the registration statement, or the underwriters' managing representative. The Holder prospectus contained therein, of an untrue statement of a material fact or omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading), then a demand registration shall be deemed to have withdrawn if the Holder fails to execute underwriting documents in customary form requested been effected by the underwriter Company at the request of the Investor Holders. In the event that 50% or more of the underwriters' managing representative within Registrable Securities proposed to be offered by any Investor Holder in a registration pursuant to this Section 3 are excluded from such proposed registration as a result of the time period requested for execution underwriter's marketing limitation, then the Investor Holders shall be entitled to an additional demand registration pursuant to the terms of such documentsthis Section 3.

Inclusion of Additional Shares. (a) The Company may include in a registration pursuant to this Article II Section 2 securities for its own account and by other third parties (including officers and employees of the Company or any party to whom similar registration rights have been granted), in amounts as determined by the Company's ’s Board of Directors. To the extent the Company includes in such registration statement securities for its own account or held by other parties, the Company shall take all actions it deems reasonably necessary to ensure that security holders of the Company, whether or not holding contractual registration rights, shall not have the right to exclude from any registration initiated pursuant to this Article II Section 2 any Registrable Securities of the any Holder. (b) The If requested, and provided the underwriter or underwriters are of recognized national standing and are reasonably satisfactory to the Company, the Company may shall (together with all officers, directors and other third parties proposing to distribute their securities through such underwriting) enter into an underwriting agreement in customary form with the underwriter or representative of the underwriters selected for such underwriting. . (c) Notwithstanding any other provision of this Section 2.2, if the underwriter or underwriters' ’ representative advises the Holder Persons registering shares of Common Stock in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities of the Company, the securities held by officers, officers or directors or employees of the Company (excluding such Registrable Securities held by any Holder subject to such registration) and the securities held by other third parties shall be excluded from the underwriting by reason of the underwriter's ’s marketing limitation to the extent so required by such limitation. No securities excluded from the underwriting by reason of the underwriter's ’s marketing limitation shall be included in such registration. (cd) If any Holder requesting registration who has requested the Holder inclusion of the Common Stock in the registration statement filed pursuant to the Registration Request disapproves of the terms of the underwriting, the Holder's such Person’s sole remedy shall be to withdraw therefrom by written notice to the Company and Company, the underwriter or the underwriters' ’ managing representative. The Holder Such Person shall be deemed to have withdrawn if the Holder such Person fails to execute underwriting documents in customary form requested by the underwriter or the underwriters' ’ managing representative within the time period requested for execution of such documents.

Inclusion of Additional Shares. (a) The Company Corporation may include in a registration pursuant to under this Article II Section 3 securities for its own account and by other third parties (including officers and employees of the Corporation), in amounts as determined by the Company's Board of DirectorsDirectors (the “Additional Securities”). To If the extent the Company includes Additional Securities are included in such a registration statement securities for its own account or held by other parties, the Company shall take all actions it deems reasonably necessary to ensure that security holders of the Company, whether or not holding contractual registration rights, shall not have the right to exclude from any registration initiated pursuant to this Article II any Registrable Securities of the Holder. (b) The Company may enter into an underwriting agreement in customary form with the underwriter or representative of the underwriters selected for such underwriting. Notwithstanding any other provision of under this Section 2.23, and if the underwriter or underwriters' representative of the registration advises the Holder stockholders or the Corporation registering shares in writing that marketing factors require a limitation on the number of shares to be underwritten, the securities then holders of the CompanyRegistrable Securities, the securities held by officers, officers or directors or employees of the Company Corporation and the securities held by other third parties shall Shareholders will be excluded from the underwriting by reason because of the underwriter's ’s marketing limitation to the extent so required by such limitationthe limitation as follows: (a) first, the securities held by all stockholders other than Preferred Shareholders and the Corporation will be excluded in a manner that the number of any shares that may be included by the holders are allocated in proportion, as nearly as practicable to the amounts of the securities proposed to be offered by the persons in the registration, (b) if after all securities held by all stockholders other than Preferred Shareholders and the Corporation have been excluded, securities of the Corporation will be excluded, (c) if after all securities held by all stockholders of the Corporation other than members of the Preferred Shareholders have been excluded, Registrable Securities of the Preferred Shareholders will be excluded in a manner that the number of any Registrable Securities that may be included by the Shareholders are allocated in proportion, as nearly as practicable to the amounts of Registrable Securities held by the Shareholders. No securities excluded from the underwriting by reason because of the underwriter's ’s marketing limitation shall will be included in such the registration. . If any officer, director or other stockholder (cincluding Shareholders) If who has requested inclusion in the Holder registration as provided above disapproves of the terms of the underwriting, the Holder's sole remedy shall be person may elect to withdraw therefrom from the underwriting by written notice to the Company Corporation, the underwriter and the underwriter Shareholders requesting registration. If the Corporation has substantially prepared and has filed, or is in a position to file, a registration statement under this Section 3, and the registration does not become effective because of the refusal of the Shareholders to proceed (other than refusal to proceed based upon the existence in the registration statement, or the underwriters' managing representative. The Holder shall prospectus contained in it, of an untrue statement of a material fact or omission to state a material fact required to be stated in it or necessary to make the statements not misleading), then a demand registration will be deemed to have withdrawn if the Holder fails to execute underwriting documents in customary form requested been effected by the underwriter Corporation at the request of the Shareholders unless the requesting Shareholders will agree to pay all the reasonable out-of-pocket expenses incurred by the Corporation in connection with the registration. If 50% or more of the underwriters' managing representative within Registrable Securities proposed to be offered by any Shareholder in a registration under this Section 3 are excluded from the time period requested for execution proposed registration as a result of such documentsthe underwriter’s marketing limitation, then the Shareholders will be entitled to an additional demand registration under the terms of this Section 3.